The Walt Disney Company
Ticker: DIS
Meeting date: 03/04/2024
Meeting type: Proxy Contest
| Proposal | Mgt rec | Vote | |
|---|---|---|---|
| Management proposals | |||
| 1A | Proposal Elect Management Nominee Director Mary T. Barra | Mgt rec For | Vote For |
| 1B | Proposal Elect Management Nominee Director Safra A. Catz | Mgt rec For | Vote For |
| 1C | Proposal Elect Management Nominee Director Amy L. Chang | Mgt rec For | Vote For |
| 1D | Proposal Elect Management Nominee Director D. Jeremy Darroch | Mgt rec For | Vote For |
| 1E | Proposal Elect Management Nominee Director Carolyn N. Everson | Mgt rec For | Vote For |
| 1F | Proposal Elect Management Nominee Director Michael B.G. Froman | Mgt rec For | Vote For |
| 1G | Proposal Elect Management Nominee Director James P. Gorman | Mgt rec For | Vote For |
| 1H | Proposal Elect Management Nominee Director Robert A. Iger | Mgt rec For | Vote For |
| 1I | Proposal Elect Management Nominee Director Maria Elena Lagomasino | Mgt rec For | Vote For |
| 1J | Proposal Elect Management Nominee Director Calvin R. McDonald | Mgt rec For | Vote For |
| 1K | Proposal Elect Management Nominee Director Mark G. Parker Vote rationale: Shareholders should have the right to seek changes to the board when it does not act in their best interest. We will consider whether the board has failed to act on material requests from shareholders, sought to circumvent shareholder proposals or implemented governance changes limiting shareholders’ rights without their approval. When voting on a proposal to discharge the board of responsibilities, we will consider whether any information raises reasonable doubt about the board’s actions. We will also take into considerations unsatisfactory financial and strategic performance, mismanaged risk-taking, unacceptable treatment of stakeholders or undesired environmental or social outcomes from company operations. Global Voting Guidelines | Mgt rec For | Vote Withhold |
| 1L | Proposal Elect Management Nominee Director Derica W. Rice | Mgt rec For | Vote For |
| Shareholder proposals | |||
| 1M | Proposal Elect Dissident Nominee Director Nelson Peltz | Mgt rec Withhold | Vote Withhold |
| 1N | Proposal Elect Dissident Nominee Director James ( | Mgt rec Withhold | Vote Withhold |
| 1O | Proposal Elect Dissident Nominee Director Craig Hatkoff | Mgt rec Withhold | Vote Withhold |
| 1P | Proposal Elect Dissident Nominee Director Jessica Schell | Mgt rec Withhold | Vote Withhold |
| 1Q | Proposal Elect Dissident Nominee Director Leah Solivan | Mgt rec Withhold | Vote Withhold |
| Management proposals | |||
| 2 | Proposal Ratify PricewaterhouseCoopers LLP as Auditors | Mgt rec For | Vote For |
| 3 | Proposal Advisory Vote to Ratify Named Executive Officers' Compensation Vote rationale: The board is responsible for attracting the right CEO and setting appropriate remuneration. A substantial proportion of annual remuneration should be provided as shares that are locked in for five to ten years, regardless of resignation or retirement. The board should provide transparency on total remuneration to avoid unacceptable outcomes. The board should ensure that all benefits have a clear business rationale. Pensionable income should constitute a minor part of total remuneration. Global Voting Guidelines CEO remuneration | Mgt rec For | Vote Against |
| 4 | Proposal Amend Omnibus Stock Plan | Mgt rec For | Vote For |
| Shareholder proposals | |||
| 5 | Proposal Submit Severance Agreement (Change-in-Control) to Shareholder Vote | Mgt rec Against | Vote Against |
| 6 | Proposal Report on Congruency of Political Spending with Company Values and Priorities Vote rationale: We will not support a shareholder proposal where the company does not appear to have significant gaps in their management or reporting of the relevant sustainability risk. We assess companies against our public expectations on environmental and social issues. We may consider direction of travel and pace of change as part of our assessments. Global Voting Guidelines Shareholder proposals on sustainability | Mgt rec Against | Vote Against |
| 7 | Proposal Report on Gender-Based Compensation and Benefits Inequities Vote rationale: We will not support a shareholder proposal where the company does not appear to have significant gaps in their management or reporting of the relevant sustainability risk. We assess companies against our public expectations on environmental and social issues. We may consider direction of travel and pace of change as part of our assessments. Global Voting Guidelines Shareholder proposals on sustainability | Mgt rec Against | Vote Against |
| 8 | Proposal Report on Charitable Contributions Vote rationale: We will not support a shareholder proposal where the company does not appear to have significant gaps in their management or reporting of the relevant sustainability risk. We assess companies against our public expectations on environmental and social issues. We may consider direction of travel and pace of change as part of our assessments. Global Voting Guidelines Shareholder proposals on sustainability | Mgt rec Against | Vote Against |
| 9 | Proposal Repeal Any Bylaw Provisions Adopted by the Board Without Shareholder Approval Subsequent to November 30, 2023 | Mgt rec Against | Vote Against |
| 10 | Proposal Advisory Vote on Board Size and Related Vacancies | Mgt rec Against | Vote Against |
| 1.1 | Proposal Elect Dissident Nominee Director Nelson Peltz | Mgt rec For | Vote Do not vote |
| 1.2 | Proposal Elect Dissident Nominee Director James ( | Mgt rec For | Vote Do not vote |
| Management proposals | |||
| 1.1 | Proposal Elect Management Nominee Director Michael B.G. Froman | Mgt rec Withhold | Vote Do not vote |
| 1.2 | Proposal Elect Management Nominee Director Maria Elena Lagomasino | Mgt rec Withhold | Vote Do not vote |
| 1.1 | Proposal Elect Management Nominee Director Mary T. Barra | Mgt rec None | Vote Do not vote |
| 1.2 | Proposal Elect Management Nominee Director Safra A. Catz | Mgt rec None | Vote Do not vote |
| 1.3 | Proposal Elect Management Nominee Director Amy L. Chang | Mgt rec None | Vote Do not vote |
| 1.4 | Proposal Elect Management Nominee Director D. Jeremy Darroch | Mgt rec None | Vote Do not vote |
| 1.5 | Proposal Elect Management Nominee Director Carolyn N. Everson | Mgt rec None | Vote Do not vote |
| 1.6 | Proposal Elect Management Nominee Director James P. Gorman | Mgt rec None | Vote Do not vote |
| 1.7 | Proposal Elect Management Nominee Director Robert A. Iger | Mgt rec None | Vote Do not vote |
| 1.8 | Proposal Elect Management Nominee Director Calvin R. McDonald | Mgt rec None | Vote Do not vote |
| 1.9 | Proposal Elect Management Nominee Director Mark G. Parker | Mgt rec None | Vote Do not vote |
| 1.10 | Proposal Elect Management Nominee Director Derica W. Rice | Mgt rec None | Vote Do not vote |
| Shareholder proposals | |||
| 1.1 | Proposal Elect Dissident Nominee Director Craig Hatkoff | Mgt rec Withhold | Vote Do not vote |
| 1.2 | Proposal Elect Dissident Nominee Director Jessica Schell | Mgt rec Withhold | Vote Do not vote |
| 1.3 | Proposal Elect Dissident Nominee Director Leah Solivan | Mgt rec Withhold | Vote Do not vote |
| Management proposals | |||
| 2 | Proposal Ratify PricewaterhouseCoopers LLP as Auditors | Mgt rec For | Vote Do not vote |
| 3 | Proposal Advisory Vote to Ratify Named Executive Officers' Compensation | Mgt rec Against | Vote Do not vote |
| 4 | Proposal Amend Omnibus Stock Plan | Mgt rec None | Vote Do not vote |
| Shareholder proposals | |||
| 5 | Proposal Submit Severance Agreement (Change-in-Control) to Shareholder Vote | Mgt rec None | Vote Do not vote |
| 6 | Proposal Report on Congruency of Political Spending with Company Values and Priorities | Mgt rec None | Vote Do not vote |
| 7 | Proposal Report on Gender-Based Compensation and Benefits Inequities | Mgt rec None | Vote Do not vote |
| 8 | Proposal Report on Charitable Contributions | Mgt rec None | Vote Do not vote |
| 9 | Proposal Repeal Any Bylaw Provisions Adopted by the Board Without Shareholder Approval Subsequent to November 30, 2023 | Mgt rec For | Vote Do not vote |
| 10 | Proposal Advisory Vote on Board Size and Related Vacancies | Mgt rec Against | Vote Do not vote |
| 1a | Proposal Elect Dissident Nominee Director Craig Hatkoff | Mgt rec For | Vote Do not vote |
| 1b | Proposal Elect Dissident Nominee Director Jessica Schell | Mgt rec For | Vote Do not vote |
| 1c | Proposal Elect Dissident Nominee Director Leah Solivan | Mgt rec For | Vote Do not vote |
| Management proposals | |||
| 1d | Proposal Elect Management Nominee Director Mary T. Barra | Mgt rec Withhold | Vote Do not vote |
| 1e | Proposal Elect Management Nominee Director Safra A. Catz | Mgt rec Withhold | Vote Do not vote |
| 1f | Proposal Elect Management Nominee Director Amy L. Chang | Mgt rec Withhold | Vote Do not vote |
| 1g | Proposal Elect Management Nominee Director D. Jeremy Darroch | Mgt rec Withhold | Vote Do not vote |
| 1h | Proposal Elect Management Nominee Director Carolyn N. Everson | Mgt rec Withhold | Vote Do not vote |
| 1i | Proposal Elect Management Nominee Director Michael B.G. Froman | Mgt rec Withhold | Vote Do not vote |
| 1j | Proposal Elect Management Nominee Director James P. Gorman | Mgt rec Withhold | Vote Do not vote |
| 1k | Proposal Elect Management Nominee Director Robert A. Iger | Mgt rec Withhold | Vote Do not vote |
| 1l | Proposal Elect Management Nominee Director Maria Elena Lagomasino | Mgt rec Withhold | Vote Do not vote |
| 1m | Proposal Elect Management Nominee Director Calvin R. McDonald | Mgt rec Withhold | Vote Do not vote |
| 1n | Proposal Elect Management Nominee Director Mark G. Parker | Mgt rec Withhold | Vote Do not vote |
| 1o | Proposal Elect Management Nominee Director Derica W. Rice | Mgt rec Withhold | Vote Do not vote |
| Shareholder proposals | |||
| 1p | Proposal Elect Dissident Nominee Director Nelson Peltz | Mgt rec Withhold | Vote Do not vote |
| 1q | Proposal Elect Dissident Nominee Director James ( | Mgt rec Withhold | Vote Do not vote |
| Management proposals | |||
| 2 | Proposal Ratify PricewaterhouseCoopers LLP as Auditors | Mgt rec For | Vote Do not vote |
| 3 | Proposal Advisory Vote to Ratify Named Executive Officers' Compensation | Mgt rec For | Vote Do not vote |
| 4 | Proposal Amend Omnibus Stock Plan | Mgt rec For | Vote Do not vote |
| Shareholder proposals | |||
| 5 | Proposal Submit Severance Agreement (Change-in-Control) to Shareholder Vote | Mgt rec None | Vote Do not vote |
| 6 | Proposal Report on Congruency of Political Spending with Company Values and Priorities | Mgt rec None | Vote Do not vote |
| 7 | Proposal Report on Gender-Based Compensation and Benefits Inequities | Mgt rec None | Vote Do not vote |
| 8 | Proposal Report on Charitable Contributions | Mgt rec None | Vote Do not vote |
| 9 | Proposal Repeal Any Bylaw Provisions Adopted by the Board Without Shareholder Approval Subsequent to November 30, 2023 | Mgt rec None | Vote Do not vote |
| 10 | Proposal Advisory Vote on Board Size and Related Vacancies | Mgt rec For | Vote Do not vote |
Disclaimer
This page contains certain information as to the voting intentions of Norges Bank in its role as manager of the Government Pension Fund Global. This disclosure is provided to promote transparency as to Norges Bank’s engagement with investee companies, and in view of its approach to responsible investing. Norges Bank’s voting intention is an internal decision and has not been agreed with any third party. Please note the following:
- This disclosure is provided for information purposes only. It does not constitute advice and should not be taken as a recommendation or an instruction on any matter, including whether any relevant third party should buy, sell or retain shares, or how any third party should exercise any voting rights they may have. Any person who wishes to obtain advice should seek this from a professional adviser. This disclosure is not a proxy solicitation and is not intended to influence the vote of other shareholders.
- No reliance should be placed on this information or its accuracy, and Norges Bank accepts no responsibility or liability for any action taken or not taken on the basis of this information. Any relevant third party should form their own views based on their own analysis of the relevant facts and circumstances.
- To be clear, Norges Bank has no duty of care in respect of any third party who decides to view this disclosure, which shall be done entirely at their own risk.
- Any information in this disclosure is subject to change without notice. In particular, be aware that Norges Bank’s intentions and the holdings of the Government Pension Fund Global may change over time and, to the extent permitted by applicable law, Norges Bank disclaims any responsibility to update this information as a result of such changes or for any other reason.
- Securities lending or other activity may mean that the votes cast by Norges Bank are significantly different than its economic or published holding of shares, or significantly different from its holding at the date of this disclosure. No assumption should be made or reliance placed on the number of votes that will be cast.
- Norges Bank is not subject to any prohibition on securities lending, trading or other activity as a result of this disclosure at any point prior to or after the publication of this disclosure.