The Walt Disney Company has officially acknowledged that Blackwells Capital LLC and its affiliates intend to nominate three individuals for election to the Company’s Board of Directors at the anticipated 2024 Annual Meeting of Shareholders. In response to this development, Disney has underscored the strength of its existing Board, emphasizing its wealth of experience, diversity, and high qualifications. The Board remains steadfastly committed to steering the company toward long-term success, overseeing strategic growth initiatives, managing the ongoing transformation of its businesses, navigating the succession planning process, and ultimately enhancing shareholder value.
To thoroughly assess Blackwells’ nominations, the Governance and Nominating Committee, responsible for evaluating director nominations, will conduct a comprehensive review and provide a recommendation to the Board as part of its rigorous governance process. Disney anticipates filing preliminary materials related to the 2024 Annual Meeting of Shareholders with the Securities and Exchange Commission (SEC), which will encompass the Board’s recommended slate of director nominees. It’s essential to note that, at this juncture, Disney shareholders are not required to take any specific actions.
In the realm of forward-looking statements, the company acknowledges certain remarks in the communication that may qualify as “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. These encompass statements pertaining to Disney’s expectations, plans, strategies, business and financial prospects or outlook, and future shareholder value, among other factors. These statements are made based on the Company’s perspectives and assumptions regarding future events, business performance, and plans at the time of their articulation. Disney explicitly disclaims any obligation to update these statements unless mandated by applicable laws or regulations.
The actual results may materially differ from the expressed or implied expectations. Such discrepancies may arise from actions taken by the Company, including restructuring, strategic initiatives, or other business decisions, as well as from external developments beyond the Company’s control. These could include subsequent events, economic conditions, competitive pressures, health concerns impacting businesses and productions, geopolitical factors, regulatory or legal developments, technological changes, labor market dynamics, adverse weather conditions or natural disasters, and content availability.
Additionally, the communication elucidates that the Company intends to file a proxy statement on Schedule 14A, featuring a form of WHITE proxy card, with the SEC concerning its solicitation of proxies for the 2024 Annual Meeting of Shareholders. Investors and security holders are strongly urged to carefully read the proxy statement, along with any amendments or supplements thereto, when filed by the Company, as they will contain crucial information about the solicitation.
Participants in this solicitation will include Disney, its directors, executive officers, and other members of management and employees. The statement encourages investors and security holders to obtain copies of the relevant documents filed with the SEC by Disney, which will be available free of charge through the SEC’s website. Moreover, copies of these documents will also be accessible at Disney’s website.
In conclusion, the comprehensive statement affirms Disney’s commitment to governance processes, shareholder value, and maintaining a transparent and shareholder-friendly approach amid the upcoming developments linked to Blackwells’ nominations.
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