The Walt Disney Company

Ticker: DIS

Møtedato: 03.04.2024

Møtetype: Proxy Contest

	Forslag	Ledelsens anbefalning	Stemme
Management proposals
1A	Elect Management Nominee Director Mary T. Barra	For	For
1B	Elect Management Nominee Director Safra A. Catz	For	For
1C	Elect Management Nominee Director Amy L. Chang	For	For
1D	Elect Management Nominee Director D. Jeremy Darroch	For	For
1E	Elect Management Nominee Director Carolyn N. Everson	For	For
1F	Elect Management Nominee Director Michael B.G. Froman	For	For
1G	Elect Management Nominee Director James P. Gorman	For	For
1H	Elect Management Nominee Director Robert A. Iger	For	For
1I	Elect Management Nominee Director Maria Elena Lagomasino	For	For
1J	Elect Management Nominee Director Calvin R. McDonald	For	For
1K	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	For	Withhold
1L	Elect Management Nominee Director Derica W. Rice	For	For
Shareholder proposals
1M	Elect Dissident Nominee Director Nelson Peltz	Withhold	Withhold
1N	Elect Dissident Nominee Director James ("Jay") A. Rasulo	Withhold	Withhold
1O	Elect Dissident Nominee Director Craig Hatkoff	Withhold	Withhold
1P	Elect Dissident Nominee Director Jessica Schell	Withhold	Withhold
1Q	Elect Dissident Nominee Director Leah Solivan	Withhold	Withhold
Management proposals
2	Ratify PricewaterhouseCoopers LLP as Auditors	For	For
3	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 Avlønning av administrerende direktør	For	Against
4	Amend Omnibus Stock Plan	For	For
Shareholder proposals
5	Submit Severance Agreement (Change-in-Control) to Shareholder Vote	Against	Against
6	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 Aksjonærforslag om bærekraft	Against	Against
7	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 Aksjonærforslag om bærekraft	Against	Against
8	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 Aksjonærforslag om bærekraft	Against	Against
9	Repeal Any Bylaw Provisions Adopted by the Board Without Shareholder Approval Subsequent to November 30, 2023	Against	Against
10	Advisory Vote on Board Size and Related Vacancies	Against	Against
1.1	Elect Dissident Nominee Director Nelson Peltz	For	Do not vote
1.2	Elect Dissident Nominee Director James ("Jay") A. Rasulo	For	Do not vote
Management proposals
1.1	Elect Management Nominee Director Michael B.G. Froman	Withhold	Do not vote
1.2	Elect Management Nominee Director Maria Elena Lagomasino	Withhold	Do not vote
1.1	Elect Management Nominee Director Mary T. Barra	None	Do not vote
1.2	Elect Management Nominee Director Safra A. Catz	None	Do not vote
1.3	Elect Management Nominee Director Amy L. Chang	None	Do not vote
1.4	Elect Management Nominee Director D. Jeremy Darroch	None	Do not vote
1.5	Elect Management Nominee Director Carolyn N. Everson	None	Do not vote
1.6	Elect Management Nominee Director James P. Gorman	None	Do not vote
1.7	Elect Management Nominee Director Robert A. Iger	None	Do not vote
1.8	Elect Management Nominee Director Calvin R. McDonald	None	Do not vote
1.9	Elect Management Nominee Director Mark G. Parker	None	Do not vote
1.10	Elect Management Nominee Director Derica W. Rice	None	Do not vote
Shareholder proposals
1.1	Elect Dissident Nominee Director Craig Hatkoff	Withhold	Do not vote
1.2	Elect Dissident Nominee Director Jessica Schell	Withhold	Do not vote
1.3	Elect Dissident Nominee Director Leah Solivan	Withhold	Do not vote
Management proposals
2	Ratify PricewaterhouseCoopers LLP as Auditors	For	Do not vote
3	Advisory Vote to Ratify Named Executive Officers' Compensation	Against	Do not vote
4	Amend Omnibus Stock Plan	None	Do not vote
Shareholder proposals
5	Submit Severance Agreement (Change-in-Control) to Shareholder Vote	None	Do not vote
6	Report on Congruency of Political Spending with Company Values and Priorities	None	Do not vote
7	Report on Gender-Based Compensation and Benefits Inequities	None	Do not vote
8	Report on Charitable Contributions	None	Do not vote
9	Repeal Any Bylaw Provisions Adopted by the Board Without Shareholder Approval Subsequent to November 30, 2023	For	Do not vote
10	Advisory Vote on Board Size and Related Vacancies	Against	Do not vote
1a	Elect Dissident Nominee Director Craig Hatkoff	For	Do not vote
1b	Elect Dissident Nominee Director Jessica Schell	For	Do not vote
1c	Elect Dissident Nominee Director Leah Solivan	For	Do not vote
Management proposals
1d	Elect Management Nominee Director Mary T. Barra	Withhold	Do not vote
1e	Elect Management Nominee Director Safra A. Catz	Withhold	Do not vote
1f	Elect Management Nominee Director Amy L. Chang	Withhold	Do not vote
1g	Elect Management Nominee Director D. Jeremy Darroch	Withhold	Do not vote
1h	Elect Management Nominee Director Carolyn N. Everson	Withhold	Do not vote
1i	Elect Management Nominee Director Michael B.G. Froman	Withhold	Do not vote
1j	Elect Management Nominee Director James P. Gorman	Withhold	Do not vote
1k	Elect Management Nominee Director Robert A. Iger	Withhold	Do not vote
1l	Elect Management Nominee Director Maria Elena Lagomasino	Withhold	Do not vote
1m	Elect Management Nominee Director Calvin R. McDonald	Withhold	Do not vote
1n	Elect Management Nominee Director Mark G. Parker	Withhold	Do not vote
1o	Elect Management Nominee Director Derica W. Rice	Withhold	Do not vote
Shareholder proposals
1p	Elect Dissident Nominee Director Nelson Peltz	Withhold	Do not vote
1q	Elect Dissident Nominee Director James ("Jay") A. Rasulo	Withhold	Do not vote
Management proposals
2	Ratify PricewaterhouseCoopers LLP as Auditors	For	Do not vote
3	Advisory Vote to Ratify Named Executive Officers' Compensation	For	Do not vote
4	Amend Omnibus Stock Plan	For	Do not vote
Shareholder proposals
5	Submit Severance Agreement (Change-in-Control) to Shareholder Vote	None	Do not vote
6	Report on Congruency of Political Spending with Company Values and Priorities	None	Do not vote
7	Report on Gender-Based Compensation and Benefits Inequities	None	Do not vote
8	Report on Charitable Contributions	None	Do not vote
9	Repeal Any Bylaw Provisions Adopted by the Board Without Shareholder Approval Subsequent to November 30, 2023	None	Do not vote
10	Advisory Vote on Board Size and Related Vacancies	For	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.

Tilbake til søk