Walt Disney Co DIS

37% shingled-prose overlap between the two filings.

2025: 66,149 chars · 2026: 65,952 chars

• Committee Report:31% overlap (6,000 → 6,000 chars)
• Pay Ratio (Item 402(u)):25% overlap (60,000 → 60,000 chars)
• Say-on-Pay proposal:10% overlap (25,000 → 25,000 chars)

• changedFiscal 2025 2024Named Executive Officers (“NEOs”)
• changedJohnstonSenior Johnston1SeniorExecutive Vice President and Chief Financial OfficerHoracio E.
• changedGutierrezSenior Executive Vice President, Chief Legal and Global Affairs ComplianceOfficerSonia L.
• changedColemanSenior Executive Vice President and Chief People HumanResourcesOfficerKristina K.
• changedSchakeSenior Executive Vice President and Chief Communications Officer OfficerKevinA.
• changed•Pay for Performance – Our annual incentive plan is heavily weighted toward quantitative, financial performance metrics that support shareholder value creation returnand the Company’s strategic progress. progressoftheCompany.
• changedPay is highly variable, with 97% of CEO pay and 86% 85%of the other NEOs’ pay being at risk compensation.
• changedLonger-term performance is emphasized with 50% or more of variable pay awarded in the form of long-term incentives that are tied to multi-year quantitative measures of financial andoperationalperformance.
• changed•Competitive Compensation Opportunity – Given the distinct skill sets needed to run a global creative organization like Disney, as well as the complexity and diversity of our businesses, we measure compensation competitiveness against a group of media peerstoinformcompensationquantumand agroupofgeneral industry peers, including a subset of technology companies, to inform both compensation quantum and plan design.
• changed•Compensation Mix – In fiscal 2025, 2024,for the CEO, the compensation mix for long-term equity-based incentives was 60% PBUs and 40% stock options.
• changedThe Walt Disney Company | Notice of 2026 2025Annual Meeting and Proxy Statement39
• changedFiscal 2025 2024Performance Highlights
• changedAs described in more detail under the section below titled “— Fiscal 2025 2024Compensation Decisions — Annual Incentive Plan,” in 2025, 2024,our NEOs showed strong performance and leadership both in managing the Company and in driving continued success of our businesses, while building long-term value.
• newThis past fiscal year was another year of great progress, as we strengthened the Company by leveraging the value of our creative and brand assets to deliver the very best in entertainment to consumers and continued to make meaningful progress across our strategic priorities to create value for our shareholders.
• newOur efforts resulted in strong earnings growth for the Company, furthering the consistent growth our businesses have delivered over the past several fiscal years.
• newAnd our portfolio of complementary businesses have each achieved significant operational milestones as we continue to execute against our key strategic pillars.
• newOverall, this was another strong fiscal year for the Company, and we believe our efforts position us well for the future.
• changed•Income before Income Taxes increased 59% year over year to $12.0 $7.6billion
• changed•Cash provided by operations increased 30% 42%year over year to $18.1 $14.0billion
• new•Launched ESPN Unlimited, marking the most impactful evolution in ESPN’s history by making all ESPN networks and services available direct-to-consumer and significantly enhancing the capabilities of the ESPN app
• changedSee the section titled “Proxy Summary — Fiscal 2025 2024Overview” for further discussion of our fiscal 2025 2024performance highlights.
• changedFiscal 2025 2024Executive Compensation Practices
• newShareholder engagement on executive compensation and recent actionsIndependent members of the Board, members of our executive management team, our Secretary and our Investor Relations team regularly engage in investor outreach.
• changedSee the section titled “Proxy Summary — Shareholder Engagement” EngagementandResponsiveness”for a summary of recent actions taken in consideration of responsetoshareholder feedback.
• changedWith regard to executive compensation, the Compensation Committee has reviewed and considered addressedshareholder feedback and the results of our advisory vote on executive compensation at the 2025 2024Annual Meeting in which approximately 89% of the votes cast were in favor of our executive compensation program, and made the following decisions related to compensation for fiscal 2025, 2024,including:•Did not approve any one-time special awards for continuingNEOs in fiscal 2025.•Designed 2024.•Designeda highly performance-based program structure — 97% of CEO pay and 86% 85%of the other NEOs’ pay being performance-based (see the section titled “— Compensation “Compensationat Risk” below).•Redesigned our PBU program below).•Setthefinancialperformancerequiredto include Adjusted EPS Growth as a new achievetarget-levelpayoutsacrossallthreefinancial metric, further aligning executive incentives with our strategic focus on profitable growth, while maintaining TSR and ROIC metrics.•As bonusmetricsabovefiscal2023actualresults.•Aspart of ongoing succession planning discussions, the Compensation Committee continued continuesto review and consider shareholder feedback in determining a new package when CEO succession takes place and designing an executive compensation program aimed at driving the creation of long-term shareholder value.
• changedIncentive plan metricsFiscal 2025 2024financial bonus plan metrics of adjusted revenue, adjusted total segment operating income and adjusted after-tax free cash flow align with the Company’s overall growth and profitability goals.
• changedThe Compensation Committee increased targets year-over-year for adjusted revenue and adjusted total segment operating income. incomeandadjustedafter-taxfreecashflow.
• newIn addition, the Committee narrowed the performance ranges for adjusted revenue and adjusted total segment operating income by increasing the performance thresholds, which raises the bar required for a minimum bonus payout for these metrics.
• newThe fiscal 2025 target required to achieve target-level payouts for adjusted after-tax free cash flow was decreased to reflect planned strategic capital investments in the Experiences segment (e.g., the design, build and preparation of multiple cruise ships).
• changedFiscal 2025 2024non-financial bonus plan focused on key strategic objectives.
• changedThe Committee and management discuss these objectives and assess performance based on quantitative and qualitative metrics. metrics.EquityownershipguidelinesNEOsmustholdameaningfulamountoftheCompany’sstock.
• changed40The Walt Disney Company | Notice of 2026 2025Annual Meeting and Proxy Statement
• newEquity ownershipguidelinesNEOs must hold a meaningful amount of the Company’s stock.
• changedAs of January 15, 2026, 16,2025,Mr. Iger holds equity valued at over 28 27times his salary.
• changedBased on holdings of units and shares, excluding PBUs, on January 15, 2026, 16,2025,each NEO then in office complied with these policies, either by meeting the minimum holding requirement or by remaining within the time period to build up equity holdings.
• changedIn fiscal 2025, 2024,97% of Mr. Iger’s total target compensation (including 60%ofhis annual equity grant, 60% of which is comprised of PBUs) was at risk compensation tied to financial performance, contributions towards organization goals or stock price performance.Annual risk assessmentEach year, the Compensation Committee’s compensation consultant completes a risk assessment of the Company’s compensation programs. performance.
• changedBased on this assessment for fiscal 2025, 2024,the Compensation Committee determined that risks arising from the Company’s policies and practices are not reasonably likely to have a material adverse effect on the Company.Clawback policies beyond Dodd-FrankThe Company is required to recoup certain incentive-based compensation erroneously awarded to a current or former NEO or other Section 16 officers based on financial reporting measures that are required to be restated.
• newIn addition, under the 2011 Stock Incentive Plan, all equity awards granted under the plan, including time-based and performance-based awards, may be clawed back where there is reputational or financial harm to the Company, which exceeds the Dodd-Frank Act clawback requirements.Disallow hedging and pledgingBoard members, NEOs and all other Section 16 filers are prohibited from hedging and pledging the Company’s securities.
• changedInaddition,underthe2011StockIncentivePlan,allequityawardsgrantedundertheplan,includingtime-basedandperformance-basedawards,maybeclawedbackwherethereisreputationalorfinancialharmtotheCompany,whichexceedstheDodd-FrankActclawbackrequirements.DisallowhedgingandpledgingBoardmembers,NEOsandallotherSection16filersareprohibitedfromhedgingandpledgingtheCompany’ssecurities;providedthatCompany securities that were previously pledged by an individual who was not a Section 16 filer at the time of the pledge priortosuchindividualbecomingaSection16filerare not subject to this prohibition.No option re-pricing or cash buyoutsThe Company does not allow re-pricing or cash buyouts of underwater stock options without shareholder approval.No excise tax gross-upsThe Company does not provide excise tax gross-ups for executive officers.Independent compensation consultantThe Compensation Committee has retained a compensation consultant whose relationship with the Company was confirmed to be independent for fiscal 2025. 2024.
• changedThe following table sets forth the elements of total direct compensation in fiscal 2025 2024and the objectives and key features of each element.
• changedThe Walt Disney Company | Notice of 2026 2025Annual Meeting and Proxy Statement41
• changedThe Committee believes that incentivizing performance against key annual metrics will lead to long-term, sustainable gains in shareholder value.Key Features:•Target bonus for each NEO set by the Committee early in the fiscal year considering inlightofemployment agreement provisions, competitive considerations, CEO recommendations recommendation(except targetsfor the CEO) and other factors the Committee deems appropriate•Unless otherwise adjusted downward by the Committee, payout on 70% of target is formulaic and determined by performance against financial performance ranges developed by the Committee early in the fiscal year•Unless otherwise determined by the Committee, payout on 30% of target determined by Company-wide Other Performance Factors (“OPFs”) and the Committee’s assessment of individual performance based both on other performance objectives and on CEO recommendation (except thepayoutsfor the CEO)ANNUAL EQUITY AWARDSObjectives:The Compensation Committee structures equity awards to link rewards to long-term shareholder value.
• newAnnual grants are made in the beginning of each fiscal year.
• changedEquity awards carry vesting terms that extend for three years and include PBUs for which the whosevalue depends on Company financial performance, including total shareholder return performance relative to the S&P 500 Media & Entertainment Index. 500.
• changedThese awards provide incentives to create and sustain long-term growth in shareholder value.Key Features:•Combined value of stock options, PBUs and RSUs determined by the Committee considering inlightofemployment agreement provisions, competitive market conditions, evaluation of executive’s performance and CEO recommendation (except awards for the CEO)•Allocation of annual awards for CEO: 60% PBUs; 40% stock options•Allocation of annual awards for other NEOs in fiscal 2025 2024(based on award value): 50% PBUs; 25% RSUs; 25% stock optionsPERFORMANCE-BASED RESTRICTED STOCK UNITSKey Features:•PBUs reward executives only if preset performance targets are met•PBUs vest subject to the level of achievement under multi-year performance tests.
• changedPayout ranges from 0% if performance is under threshold, to 50% if performance is at threshold and up to 200% if performance is at or above maximum•Each maximum•50%ofeachPBU grant vests: (i) 50% based on three-year average Adjusted EPS Growth, (ii) 25% vestsbased on three-year cumulative TSR relative to the S&P 500 Media & Entertainment Index and (iii) 25% 500;theother50%vestsbased on three-year ROIC performance.
• changedAwards as described in the section titled “Executive Compensation — Compensation Tables — Fiscal 2025 2024Grants of Plan-Based Awards Table”STOCK OPTIONSKey Features:•Exercise price equal to average of the high and low trading prices on day of award•Option re-pricing without shareholder approval is prohibited•Ten-year term•Vest one-third per year over three years•Have no realizable value unless share price increases from date of grantTIME-BASED yearsTIME-BASEDRESTRICTED STOCK UNITSKey Features:•Vest one-third per year over three years•Mr. Iger's equity mix does not include RSUs
• changed42The Walt Disney Company | Notice of 2026 2025Annual Meeting and Proxy Statement
• changedThe Compensation Committee believes that the large majority mostof the compensation for NEOs should be at risk and tied to a combination of long-term and short-term Company performance.
• changedThe following charts show the percentage of the target total direct annual compensation for first,Mr. Iger Iger,and second,all other NEOs NEOs,that is variable or at risk versus being fixed with respect to fiscal 2025. 2024.
• changedThe Walt Disney Company | Notice of 2026 2025Annual Meeting and Proxy Statement43
• changedFor fiscal 2025, 2024,the CEO continued receiving 60% of his annual long-term incentive grant in the form of PBUs.
• changedDue to below-threshold TSR performance (for fiscal 2021 - 2024) and performance between the threshold and target (for fiscal 2025) relative to the S&P 500, our executives have received below-target payouts of annual PBUs in each of the last five years.
• changedThe table below tablereflects the vesting of the annual PBU grants vesting over the last five years, all of which resulted in below-target payouts. payoutsduetobelow-thresholdTSRperformancerelativetotheS&P500:
• new1Excludes: (i) Mr. Iger’s November 2022 new hire PBU grant, which paid out at 49% of target and (ii) Ms. Schake’s September 2022 promotional PBU grant, which paid out at 107% of target.
• changedSee the section below titled “— Fiscal 2025 2024Compensation Decisions — Equity Incentive Grants — Recent PBU Payout Detail” for further discussion of the most recent PBU payout calculations.
• changed44The Walt Disney Company | Notice of 2026 2025Annual Meeting and Proxy Statement
• changedSALARIESPERFORMANCE-BASED BONUS•Annually at the end of the calendar year, the CEO recommends salaries for NEOs other than himself for the following calendar year•Compensation Committee reviews proposed salary changes with input from its consultant (described under the section below titled “— Compensation Consultant”)•Committee determines annual salaries for all NEOs•Committee reviews determinations with the other non-management Directors•Compensation Committee participates in regular Board review of operating plans and results and review of annual operating plan at the beginning of the fiscal year•Management recommends financial and other performance measures, weightings and ranges•Early in the fiscal year, the Committee reviews proposed performance measures and ranges with input from its consultant and approves performance measures and ranges that it believes establish appropriate goals•CEO recommends bonus targets for NEOs other than himself•Early in the fiscal year, the Committee reviews bonus measureranges with input from its consultant and, considering inlightofthe targets established by employment agreements and competitive conditions, determines bonus target opportunity as a percentage of fiscal year-end salary for each NEO•After the end of the fiscal year, management presents financial results to the Committee•CEO recommends OPF multipliers for NEOs other than himself•Committee reviews the results and determines whether to make any adjustments to financial results, determines OPF multipliers for NEOs and establishes bonus after reviewing information provided by management•Committee reviews determinations with the other non-management Directors and, in the case of the CEO, seeks their concurrence in the Committee’s determinationEQUITY AWARDS•In the first fiscal quarter, the CEO recommends grant date fair value of awards for NEOs other than himself•Compensation Committee reviews proposed awards with input from its consultant and reviews with other non-management Directors•Committee determines the dollar values of awards•Exercise price and number of options and restricted stock units are determined by formula based on market price of common shares on the date of award and, in the case of PBUs, a Monte Carlo model based on the probable outcome of the performance conditions as of the grant date
• changedThe Walt Disney Company | Notice of 2026 2025Annual Meeting and Proxy Statement45
• changedConsistent with recent years, the Compensation Committee retained Pay Governance LLC as its compensation consultant for fiscal 2025. 2024.
• changedThe Committee assessed Pay Governance LLC’s independence in June 2025 December2024and confirmed that the firm’s work has not raised any conflict of interest and the firm is independent.
• changedFiscal 2025 2024Compensation Decisions
• changedThis section discusses the specific decisions made by the Compensation Committee in fiscal 2025 2024with respect to executive compensation.
• changedThe Board took several actions in response to the shareholder feedback received, as described in more detail under the section titled “Proxy Summary — Shareholder Engagement.” EngagementandResponsiveness.”
• changedThe Annual Incentive Plan is a performance-based bonus that rewards awardsNEOs for enterprise-wide financial performance (weighted 70%), as well as non-financial OPFs (weighted 30%).
• changedPerformance for OPFs is aredetermined for each NEO on an individual basis.
• changedIn December 2024, November2023,the Compensation Committee reviewed the annual performance-based bonus program.
• changedThe Committee determined to retain the financial measures and relative weights for calculating the portion of the NEO NEOsbonuses that is based on financial performance as follows:
• changedThe Committee also developed performance ranges for each of the measures in December 2024. November2023.
• changed46The Walt Disney Company | Notice of 2026 2025Annual Meeting and Proxy Statement
• changedWith our desire to deliver strong results for our shareholders and increase rigor in our financial targets for fiscal 2025, 2024,the Committee increased targets year-over-year for adjusted total segment operating income and adjusted revenue after-taxfreecashflowby 12.9% 9.1%and 1.2%, 100%+,respectively.
• newIn addition, to further drive performance in fiscal 2025, the Committee narrowed the performance ranges for adjusted total segment operating income and adjusted revenue by increasing the performance thresholds, which raises the bar required for a minimum bonus payout for these metrics.
• newDue to significant planned capital expenditures at our Experiences segment (e.g., the design, build and preparation of multiple cruise ships), which will help to position the business for long-term growth and shareholder value creation, the Compensation Committee set adjusted after-tax free cash flow below both fiscal 2024 target and actual results.
• changedThe following table shows the performance ranges approved by the Committee for fiscal 2025 2024and actual performance (dollars in millions).
• newFiscal 2025PerformanceThreshold($)Fiscal 2025PerformanceTarget($)Fiscal 2025PerformanceMaximum($)Fiscal 2025ActualPerformance($)Fiscal 2025 ActualPerformancePayout as % ofTargetYear-Over-YearChange in ActualPerformanceAdjusted Total Segment Operating Income114,043 16,329 18,615 17,472 150%+12%Adjusted Revenue286,106 92,587 99,068 94,199 125%+3%Adjusted After-Tax Free Cash Flow33,464 6,464 9,464 8,273 160%-4%
• changed1For purposes of the annual performance-based bonuses, “adjusted total segment operating income” was defined as total segment operating income and reflects adjustments, if any, described under the section “— Evaluating “EvaluatingPerformance” below.
• changed“Total segment operating income” consists of the total of segment operating income from each of our segments, which is equivalent to income from continuing operations before income taxes, adjusted for corporate and unallocated shared expenses, equity in the loss of the India joint venture, restructuring and impairment charges, net other (income) expense, net interest expense and amortization of TFCF Corporation (“TFCF”) and Hulu intangible assets and fair value step-up on film and television costs.
• new2For purposes of the annual performance-based bonuses, “adjusted revenue” was defined as revenue and reflects the adjustments described under the section “— Evaluating Performance” below.
• changed3For 2Forpurposes of the annual performance-based bonuses, “adjusted after-tax free cash flow” was defined as cash provided by operations less investments in parks, resorts and other properties, all on a consolidated basis and reflects the adjustments described under the section “— Evaluating “EvaluatingPerformance” below.
• changedAll three OPFs for the fiscal 2025 2024annual bonus have an equal weighting.

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