UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

March 23, 2011

 

 

The Walt Disney Company

(Exact name of registrant as specified in its charter)

 

 

Delaware

(State or other jurisdiction

of incorporation)

 

1-11605		95-4545390
(Commission File Number)		(IRS Employer Identification No.)

 

500 South Buena Vista Street Burbank, California		91521
(Address of principal executive offices)		(Zip Code)

(818) 560-1000

(Registrant’s telephone number, including area code)

Not applicable

(Former name or address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers

(e) On March 23, 2011, the shareholders of the Registrant approved the Registrant’s 2011 Stock Incentive Plan (the “2011 Plan”) at the Registrant’s annual meeting of shareholders. The new plan increased the number of shares authorized under the Registrant’s plans by 64.0 million shares. The terms of the 2011 Plan are substantially similar to the terms of the Registrant’s Amended and Restated 2005 Stock Incentive Plan, with the following changes:

 

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The 2011 Plan (in Section 6.3) provides for acceleration of vesting of options upon termination of employment due to disability, which makes treatment of these awards on disability consistent with the treatment of restricted stock units.

 

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The 2011 Plan (in Section 6.5) allows awards to continue to vest when an employee is transferred to an entity in which the Registrant holds an investment even if the entity does not meet the formal definition of Affiliate.

 

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The definition of “Fair Market Value” has been changed to give the Compensation Committee additional flexibility to determine an appropriate measure of fair market value.

 

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Language has been changed (in Section 6.6) to facilitate cashless exercise of options and the payment of taxes by an exercising holder.

The 2011 Plan was filed as Annex A to the Registrant’s 2011 Proxy Statement, and the terms thereof are incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

(a-b) The final results of voting on each of the matters submitted to a vote of security holders during the Registrant’s annual meeting of shareholders on March 23, 2011 are as follows.

 

1.		Election of Directors:		For				Against				Abstentions				Broker Non-Votes
		Susan E. Arnold			1,238,526,103				182,266,983				2,424,189				209,970,826
		John E. Bryson			1,381,853,210				38,699,626				2,664,439				209,970,826
		John S. Chen			1,249,629,016				170,996,579				2,591,680				209,970,826
		Judith L. Estrin			1,397,652,905				23,001,868				2,562,502				209,970,826
		Robert A. Iger			1,402,285,926				18,904,004				2,027,345				209,970,826
		Steven P. Jobs			1,240,167,201				180,972,242				2,077,832				209,970,826
		Fred H. Langhammer			1,210,678,355				209,855,962				2,682,958				209,970,826
		Aylwin B. Lewis			1,231,603,398				188,912,478				2,701,399				209,970,826
		Monica C. Lozano			1,397,891,439				22,752,246				2,573,590				209,970,826
		Robert W. Matschullat			1,398,993,206				21,451,434				2,772,635				209,970,826
		John E. Pepper, Jr.			1,230,883,934				189,707,583				2,625,758				209,970,826
		Sheryl K. Sandberg			1,399,243,016				21,427,998				2,546,261				209,970,826
		Orin C. Smith			1,260,543,261				160,001,272				2,672,742				209,970,826

Under the Registrant’s Bylaws, each of the directors was elected, having received more votes “for” than “against.”

 

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				For				Against				Abstentions
2.		Ratification of PricewaterhouseCoopers LLP as registered public accountants			1,610,832,117				19,318,596				3,037,388

Under the Registrant’s Bylaws, the selection of the auditors was ratified, having received “for” votes from more than a majority of shares cast for, against or abstain.

 

				For				Against				Abstentions				Broker Non-Votes
3.		Approval of the 2011 Stock Incentive Plan			1,045,003,291				372,984,311				5,229,673				209,970,826

Under the Registrant’s Bylaws, the plan was approved, having received “for” votes from more than a majority of shares cast for, against or abstain.

 

				For				Against				Abstentions				Broker Non-Votes
4.		Approval of the advisory vote on executive compensation			1,093,191,649				323,482,580				6,543,046				209,970,826

Under the Registrant’s Bylaws, the proposal was approved, having received “for” votes from more than a majority of shares cast for, against or abstain.

 

				One Year				Two Years				Three Years				Abstentions				Broker Non-Votes
5.		Advisory vote on the frequency of votes on executive compensation			1,162,722,422				28,338,713				228,083,200				4,072,940				209,970,826

Under the Registrant’s Bylaws, the proposal to hold advisory votes every year was approved, having received more than a majority of votes cast for one of the three options or abstain.

 

				For				Against				Abstentions				Broker Non-Votes
6.		Shareholder proposal relating to performance tests for restricted stock units			415,989,323				998,415,255				8,812,697				209,970,826

Under the Registrant’s Bylaws, the proposal failed, having received “for” votes from less than a majority of shares cast for, against or abstain.

(d) On March 23, 2011, following the Registrant’s annual meeting of shareholders, the Board adopted a resolution providing that an advisory vote on executive compensation would be held annually until the next required vote on the frequency of such votes.

 

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Item 9.01 Exhibits

 

Exhibit 10.1		The 2011 Stock Incentive Plan is incorporated herein by reference to Annex A to Proxy Statement for the 2011 annual meeting of the Registrant

 

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: March 25, 2011

 

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