_______________________________________________________________________

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 22, 2017
__________

The Walt Disney Company
(Exact name of registrant as specified in its charter)


Delaware
(State or other jurisdiction of incorporation)
1-11605
(Commission File Number)
95-4545390
(IRS Employer Identification No.)

500 South Buena Vista Street
Burbank, California 91521
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (818) 560-1000


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):

p
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
p
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
p
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
p
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 22, 2017, the Company amended the Amended and Restated Employment Agreement with Robert A. Iger dated as of October 6, 2011, as previously amended (the “Agreement”), to extend the period during which Mr. Iger would remain employed with the Company and serve as Chairman and Chief Executive Officer from June 30, 2018 to July 2, 2019. Except as described below, the remaining terms of the Agreement remain unchanged.

The amendment provides that Mr. Iger’s annual compensation for the extended employment period will be determined on the same basis as his annual compensation for fiscal 2016. Specifically, in addition to his annual salary, which remains unchanged, the amendment states that the target annual incentive under the Company’s Management Incentive Bonus Program and the target equity award value for fiscal year 2019 will be the same as those that apply for fiscal year 2016. The terms of any equity grants made for fiscal 2019 will be on the same terms and conditions as would have applied to the grants made in fiscal 2018.

Pursuant to the amendment, if Mr. Iger remains in the Company’s employment until July 2, 2019 (the “Expiration Date”), Mr. Iger will receive a cash bonus of five million dollars in addition to an award for fiscal 2019 under the Company’s Management Incentive Bonus Program as described above. Following the termination of his employment at the Expiration Date, to enable the Company to have access to Mr. Iger’s unique skills, knowledge and experience with regard to the media and entertainment business, Mr. Iger will serve as a consultant to the Company for a period of three years following the Expiration Date (the “Consulting Period”). In this capacity, Mr. Iger will provide assistance, up to certain specified monthly and annual maximum time commitments, on such matters as his successor as Chief Executive Officer may request from time to time. In consideration of his consulting services, Mr. Iger will receive a quarterly fee of $500,000 for each of the first 8 quarters during the Consulting Period and $250,000 for each of the last four quarters of the Consulting Period. For the three years following termination of employment, the Company will also provide Mr. Iger with the same security services (other than the personal use of a Company provided aircraft) as it has made available to him as Chief Executive Officer.
If Mr. Iger’s employment terminates prior to the Expiration Date other than due to his voluntary resignation or a termination by the Company for cause, generally subject to the conditions otherwise applicable under such Agreement to the provision of certain conditional benefits, the Company will be obligated to provide him the compensation described above, and Mr. Iger’s consulting obligations to the Company will commence at the date of such termination.

In October 2014, Mr. Iger was granted the opportunity to receive an additional cash retention bonus (the “Growth Incentive Retention Bonus”) tied to the Company’s cumulative adjusted operating income over the five-year period ending at the end of fiscal year 2018 (“COI”). The terms of the Growth Incentive Retention Bonus reserved to the Board the right to make adjustments in respect of COI to the extent that acquisitions and divestitures would affect the award opportunity presented or could otherwise create an unintended incentive or disincentive with respect to Mr. Iger’s decisions in regard to the operations of the Company (the “Adjustment Provision”). The Company has made several acquisitions since granting the Growth Incentive Retention Bonus, and has made

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additional commitments with respect to its ownership interest in Hulu, that have had, and are projected to continue to have, a net adverse impact on COI over the applicable performance period.

The effect of these acquisitions, as well as the additional commitments to Hulu, was reviewed by the Board and the Compensation Committee in connection with the discussions regarding the extension of Mr. Iger’s employment. While the additional commitments to Hulu did not literally result in an acquisition of any additional asset, the Compensation Committee and the Board have concluded that the decisions regarding such commitments presented the same disincentives as were intended to be addressed by the Adjustment Provision. Accordingly, the Compensation Committee and the Board have determined that the Agreement should be interpreted such that the Adjustment Provision applies to such Hulu commitments in the same manner as it applies to acquisitions of new interests in third party businesses and has determined that it will make such adjustments as it deems appropriate in respect of the applicable acquisitions and the Hulu commitments.

The amendment of Mr. Iger’s agreement is attached as Exhibit 10.1 to this Report and is incorporated herein by reference.

Item 9.01 Exhibits

Exhibit 10.1
Amendment dated March 22, 2017 to the Amended and Restated Employment Agreement, dated as of October 6, 2011, between the Company and Robert A. Iger.


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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. 
 
 
 
 
 
 
The Walt Disney Company
 
 
 
 
By:
 
/s/ Roger J. Patterson
 
 
 
Roger J. Patterson
 
 
 
Associate General Counsel and Assistant Secretary
 
 
 
Registered In-House Counsel
 
Dated: March 23, 2017


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Exhibit 10.1


March 22, 2017

Mr. Robert Iger
Chief Executive Officer and Chairman
The Walt Disney Company
500 S. Buena Vista Avenue
Burbank, CA

Amendment to Amended and Restated Employment Agreement
Dated as of October 6, 2011, as amended July 1, 2013 and October 2, 2014
This letter amends your Amended and Restated Employment Agreement, dated October 6, 2011, as amended by letters dated July 1, 2013 and October 2, 2014 (as amended, the “Agreement”), to provide that the Employment Period thereunder shall be extended to July 2, 2019 (the “Expiration Date”) and as otherwise provided herein. Except to the extent related to the Growth Incentive Retention Bonus or otherwise expressly provided herein, all references in the Agreement to June 30, 2018 shall be changed to the Expiration Date.

1.      Your base salary, target annual incentive and target award value under Section 3(a), 3(b) and 3(c) of the Agreement for any fiscal year during the Employment Period after fiscal year 2018 shall be the same as those that apply for fiscal year 2016 and the awards for such years shall be subject to the same terms and conditions as the awards granted in fiscal 2016. With regard to all awards made prior to June 30, 2018 the terms of the Agreement immediately prior to this amendment shall continue to apply. In addition, the provision with regard to investment of the Growth Incentive Retention Bonus in the event of delayed payout shall apply from December 1, 2018 until payout of such amounts.

2.      The following provisions apply with respect to incentive compensation awards and opportunities made available after June 30, 2018. In determining any annual incentive payable under Section 3(b) for the fiscal year in which the Expiration Date occurs, you shall be eligible to receive such incentive if you remain employed through the Expiration Date or as otherwise provided in the Agreement upon a Termination of employment. With respect to any awards made after June 30, 2018, any vesting and, if applicable, exercise period applicable under Section 3(c)(i)(E) or 3(c)(ii)(D) shall only apply if you remain



employed through the Expiration Date, or as provided in the next sentence. The vesting and, if applicable, exercise periods that would have applied in respect of any outstanding equity awards under either Section 5(d) and 5(e) in connection with a Termination Date occurring on or after April 1, 2015 shall also apply in respect of awards granted after June 30, 2018.

3.      For three (3) years after termination of your employment with the Company, the Company shall provide you with security services that are substantially comparable to those provided for your benefit on the date hereof (or, at the date of your termination, if the Company determines that it is necessary to enhance such services); provided, however, that such services shall not include any personal use of any Company provided or leased aircraft. The Company will, during such period, conduct applicable security studies.

4.      In consideration for your extension of the term of the Agreement, if you remain employed through the Expiration Date, you will receive, within 90 days following the later to occur of the Expiration Date and the date you have a separation from service, within the meaning of Code Section 409A, a payment in cash of $5,000,000.

5.      If you remain employed through the Expiration Date, then during the three-year period commencing immediately following the Expiration Date (the “Consulting Period”), you shall provide consulting services to the Company commensurate with your prior position with the Company as your successor in the position of Chief Executive Officer may reasonably request from time to time; provided that, anything else in this Agreement to the contrary notwithstanding, in no event shall you be required to provide services to the Company during the Consulting Period in excess of (i) 20 hours in any given 30-day period or (ii) an aggregate of (A) 200 hours during either of the 12-month periods following the Expiration Date and the first anniversary of the Expiration Date, or (B) 100 hours during the 12-month period following the second anniversary of the Expiration Date. For such services, during the Consulting Period the Company shall pay you the amount of $500,000 quarterly in arrears for the first eight quarters following the Expiration Date and $250,000 quarterly in arrears for the ninth through twelfth quarters following the Expiration Date. The Company shall reimburse you for any expenses reasonably incurred by you in the performance of any consulting services, in accordance with its standard policies and procedures.

In respect of your services during the Consulting Period, you shall not, by virtue of the consulting services provided hereunder, be considered to be an officer or employee of the Company or any of its affiliates, and shall not have the power or authority to contract in the name of or bind the Company. You shall at all times be treated as an independent contractor. You shall not, by reason of the services performed hereunder, be entitled to participate in any employee benefits plan or fringe benefit or perquisite program made available to any employee or officer of the Company as such; provided that nothing in this paragraph shall be construed to limit your rights to receive any benefits or compensation



otherwise payable to you in respect of your services as an officer and employee of the Company prior to the commencement of the Consulting Period under the express terms and conditions of any agreement between you and the Company or the applicable terms and conditions of any employee benefit plan, program or arrangement. Unless the Company otherwise determines that, in accordance with applicable law, it should effect withholding on such payments, you shall be responsible for the payment of all taxes with respect to all amounts payable to you in regard to the consulting services.

You and the Company shall mutually agree on the time and location at which you shall perform consulting services hereunder, it being acknowledged that the consulting will generally not require you to travel and that you will use reasonable business efforts to try to accommodate reasonable requests from the Company, made with reasonable advance written notice to you, as to the timing of the services desired, subject to you not having a conflicting business or personal commitment that would reasonably preclude you from performing such services at the time and/or place reasonably requested by the Company. The Company shall use its reasonable best efforts not to request the performance of consulting services in any manner that unreasonably interferes with any other business or pre-scheduled personal activity. The Company shall have no obligation to provide you with an office during the Consulting Period, but shall afford you such administrative support services as are reasonably necessary or appropriate to fulfill any requested services. During the Consulting Period, you shall be permitted, subject to the terms hereof, to provide services to third parties, provided that, in no event shall you provide any services, directly or indirectly (including through a corporation, partnership or limited liability company that you own and control), as an officer, director, employee or in any other capacity, in which you would be involved, directly or indirectly, in the management and operation of any of the entities identified on Exhibit A hereto, or any subsidiary or parent thereof or any successor to all or substantially all of the assets of the business of such entity, or any other entity under common control therewith.

6.      In the event that you are terminated earlier as a result of the Company’s exercise of its Termination Right or a Termination for Good Reason, the rights and obligations described in paragraphs 3, 4 and 5 shall be treated as Conditional Rights under Section 5(d) of the Agreement and any compensation payable with respect thereto shall be payable subject to the satisfaction or waiver of the conditions applicable to Conditional Rights. Subject to the immediately preceding sentence, the Company’s and your obligations under paragraphs 3 and 5 shall commence immediately following your termination of employment, as if such were the Expiration Date.

7.      Except as specified above, the Agreement shall otherwise continue in accordance with its terms. Defined terms used, but not defined, in this letter have the meanings ascribed thereto in the Agreement. If you agree that the foregoing sets forth our full understanding regarding the amendment of the Agreement, please evidence your



agreement and acceptance by counter-signing two copies of this letter where indicated below, returning one executed copy to me.
                        
THE WALT DISNEY COMPANY
 
 
 
By:
 
/s/ ALAN N. BRAVERMAN
 
 
 
Alan N. Braverman
 
 
 
Senior Executive Vice President,
 
 
 
General Counsel and Secretary
 
AGREED AND ACCEPTED:
 
 
 
/s/ ROBERT A. IGER
 
Robert A. Iger
 
 
 
 
 
 
 
 
 

Dated: March 22, 2017
 
 
 





Exhibit A

1002944973v7
1002944973v7
Comcast Corporation
CBS Corporation
Time Warner Inc.     
Viacom Inc.
Twenty-First Century Fox, Inc.
Sony Corporation (Sony Kabushiki Kaisha)