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 13, 2012

 

 

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 13, 2012, the shareholders of the Registrant approved an amendment to the Registrant’s 2011 Stock Incentive Plan (the “2011 Plan”) at the Registrant’s annual meeting of shareholders. The amendment increased the number of shares authorized under the Registrant’s plans by 15.0 million shares.

The 2011 Plan, as amended and restated is filed as Exhibit 10.1 to this Report 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 13, 2012 are as follows.

 

		For				Against				Abstentions				Broker Non-Votes
1.      Election of Directors:
Susan E. Arnold			1,150,376,941				171,244,364				3,355,931				202,806,871
John S. Chen			1,149,839,357				171,673,470				3,464,409				202,806,871
Judith L. Estrin			1,091,462,527				231,697,182				1,817,527				202,806,871
Robert A. Iger			1,281,773,548				40,728,001				2,475,687				202,806,871
Fred H. Langhammer			1,121,429,869				200,114,568				3,432,799				202,806,871
Aylwin B. Lewis			972,636,850				348,677,726				3,662,660				202,806,871
Monica C. Lozano			1,310,708,799				12,596,181				1,672,256				202,806,871
Robert W. Matschullat			1,093,255,228				229,813,716				1,908,292				202,806,871
Sheryl Sandberg			1,092,388,559				230,746,763				1,841,914				202,806,871
Orin C. Smith			1,178,610,893				144,620,835				1,745,508				202,806,871

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

 

		For				Against				Abstentions
2.      Ratification of PricewaterhouseCoopers LLP as registered public   accountants			1,511,729,455				13,728,007				2,326,645

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 an amendment to the 2011 Stock   Incentive Plan			1,103,431,957				217,442,373				4,102,906				202,806,871

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

 

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		For				Against				Abstentions				Broker Non-Votes
4.      Approval of the advisory vote on executive   compensation			749,551,827				567,474,810				7,950,599				202,806,871

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

 

Item 9.01

Exhibits

Exhibit 10.1     The Amended and Restated 2011 Stock Incentive Plan

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 16, 2012

 

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