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 4, 2019

 

THE WALT DISNEY COMPANY

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

1-11605

 

95-4545390

(State or Other Jurisdiction of
Incorporation)

 

(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 Former 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:

 

o       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

x      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company   o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   o

 

 

 

 

Item 5.02.         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers and Item 8.01 Other Events.

 

(e)           On March 4, 2019, The Walt Disney Company (the “Company”) and Robert A. Iger entered into an amendment to Mr. Iger’s employment agreement with the Company (the “Amendment”).  The Amendment reduces by $13,500,000 the annual total compensation opportunities that the Company would have made available to Mr. Iger upon the closing (the “Transaction Closing Date”) of the transaction (the “Transaction”) contemplated by the Agreement and Plan of Merger, dated December 13, 2017, among Twenty-First Century Fox, Inc., the Company, TWC Merger Enterprises 2 Corp., and TWC Merger Enterprises 1, LLC (the “Transaction Agreement”), as follows: (a) eliminates the annual base salary increase of $500,000 on the Transaction Closing Date, and instead maintains annual base salary at the level currently in effect of $3,000,000; (b) eliminates the annualized $8,000,000 increase in Mr. Iger’s annual target bonus opportunity following the Transition Closing Date, and instead maintains annual target bonus opportunity at the level currently in effect of $12,000,000; and (c) decreases by $5,000,000 the annual target long-term incentive award opportunity that would have been made available to Mr. Iger for periods following the Transaction Closing Date to $20,000,000.

 

In addition to the above, the Amendment provides that the terms and conditions with respect to the long-term performance awards are the same in all material respects as the terms applicable to the long-term awards granted to Mr. Iger for the 2017 fiscal year, thereby eliminating an increase from 150% to 200% in the maximum opportunity that would have taken effect at the Transaction Closing Date in respect of long-term performance awards subject to a total shareholder return performance objective made to Mr. Iger in fiscal 2018 and subsequent fiscal years.

 

The foregoing description is qualified by reference to the Amendment, which is attached as Exhibit 10.1 and incorporated by reference herein.

 

Item 9.01.            Financial Statements and Exhibits.

 

(d)         Exhibits

 

Exhibit No.

 

Description of Exhibit

 

 

 

10.1

 

Amendment to Amended and Restated Employment Agreement Dated as of October 6, 2011, as amended

 

2

 

SIGNATURE

 

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

 

 

Name:

Roger J. Patterson

 

 

Title:

Associate General Counsel and Assistant Secretary

 

 

 

Registered In-House Counsel

 

Date: March 4, 2019

 

3

Exhibit 10.1

 

March 4, 2019

 

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

 

This letter amends your Amended and Restated Employment Agreement, dated October 6, 2011, as amended by letters dated July 1, 2013, October 2, 2014, March 22, 2017, December 13, 2017 and November 30, 2018 (as amended, the “Agreement ” ), in the manner specified below to reverse or substantially reduce certain increases in your annual compensation that were scheduled to take effect on the date on which occurs the closing (the “Transaction Closing Date”) of the transaction (the “Transaction”) contemplated by the Agreement and Plan of Merger, dated December 13, 2017, among Twenty-First Century Fox, Inc., the Company, TWC Merger Enterprises 2 Corp., and TWC Merger Enterprises 1, LLC (the “Transaction Agreement”).

 

1.                                       Following the Transaction Closing Date, your Base Salary under Section 3(a) of the Agreement will continue to be $3,000,000 per annum, the annual base salary currently in effect.

 

2.                                       Following the Transaction Closing Date, your target annual incentive bonus opportunity under Section 3(b) of the Agreement will continue to be $12,000,000, the target annual incentive bonus opportunity currently in effect, a reduction of $8,000,000 from the target annual incentive bonus opportunity that would have applied following the Transaction Closing Date under the amendment to the Agreement entered into December 13, 2017.

 

3.                                       Effective for each fiscal year commencing immediately following the Transaction Closing Date, the target award grant value under Section 3(c) of the Agreement shall be $20,000,000, a reduction of $5,000,000 from the target annual long-term incentive award opportunity that would have applied following the Transaction Closing Date under the amendment to the Agreement entered into December 13, 2017.  The target award grant value under Section 3(c) of the Agreement for the fiscal year in which the Transaction Closing Date occurs shall be adjusted such that the target for such fiscal year shall be the sum of (i) the currently effective target award grant value, prorated for the portion of such fiscal year through and including the Transaction Closing Date, and (ii) $20,000,000, pro-rated for the portion of such fiscal following the Transaction Closing Date.  To the extent necessary to effect the adjustment described in the immediately preceding sentence, the Company shall make additional equity grants as shall be appropriate as promptly as practicable following the Transaction Closing Date, and such additional equity shall have the same performance conditions and vesting dates as applied to the awards granted earlier in such fiscal year in which the Transaction Closing Date occurs.  The terms and conditions with respect to the awards granted under this paragraph 3 following the Transaction Closing Date shall be the same in all material respects to the terms and conditions as are applicable

 

 

to the awards granted to you for the 2017 fiscal year.  For the avoidance of doubt, the provisions contained in Section 3(c) of the Agreement shall apply with respect to the awards under this paragraph 3 mutatis mutandis .

 

4.                                       Except as specified above, the Agreement shall otherwise continue in accordance with its terms and, in the event of any conflict between the terms contained herein and the Agreement, the terms contained herein shall govern.  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

 

 

 

 

 

/s/ Alan N. Braverman

 

By: Alan N. Braverman

 

Senior Executive Vice President,

 

General Counsel and Secretary

 

 

 

 

 

AGREED AND ACEPTED:

 

 

 

 

 

/s/ Robert A. Iger

 

Robert A. Iger

 

 

 

 

 

Dated: March 4, 2019