Walt Disney Co (Form: 8-K, Received: 10/11/2019 17:05:07)

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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): October 8, 2019

The Walt Disney Company

(Exact name of registrant as specified in its charter)



Delaware	001-38842	83-0940635
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

500 South Buena Vista Street

Burbank, California 91521

(Address of Principal Executive Offices and 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:



☐	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))

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	DIS	New York Stock Exchange

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	☐

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. ¨

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On October 8, 2019, The Walt Disney Company (the “Company”) and Alan N. Braverman entered into an amendment (the “Amendment”) to the employment agreement by and between the Company and Mr. Braverman dated September 27, 2013, as previously amended (the “Employment Agreement”). Previously, the Employment Agreement expired December 31, 2020. Pursuant to the Amendment, the Company and Mr. Braverman agreed to extend the term of the Employment Agreement to December 31, 2021. Additionally, the Amendment increased Mr. Braverman’s annual base salary to $1,750,000 effective September 26, 2019, and thereafter, Mr. Braverman’s salary shall be determined by the Company in its sole discretion but shall not be less than $1,750,000. The Amendment also sets Mr. Braverman’s target long-term equity incentive annual award value at 350% of base salary, up from the prior value of 300%.

A copy of the Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits



Exhibit Number		Description
10.1		Amendment dated October 8, 2019 to the Employment Agreement, dated as of September 27, 2013, as amended, between the Company and Alan N. Braverman
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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/ Jolene E. Negre
		Jolene E. Negre
		Associate General Counsel and Assistant Secretary

Dated: October 11, 2019

Exhibit 10.1

THE WALT DISNEY COMPANY

500 South Buena Vista Street

Burbank, California 91521

October 4, 2019

Mr. Alan N. Braverman

Senior Executive Vice President, General Counsel and

Secretary of The Walt Disney Company

500 South Buena Vista Street

Burbank, California 91521

Dear Mr. Braverman:

Reference is made to your employment agreement with The Walt Disney Company (the “Company”), dated September 27, 2013 (the “Agreement”), as amended, which is scheduled to expire on December 31, 2020. In connection therewith, you and the Company hereby agree to the following, effective as of September 26, 2019:

1.The definition “Scheduled Expiration Date” in Section 5(e) of the Agreement is hereby amended to read “Scheduled Expiration Date means December 31, 2021.”

2.The second and third sentences of paragraph 3(a) are hereby amended to read “Effective September 26, 2019, Executive shall receive an annual base salary of $1,750,000. Thereafter, Executive will receive a salary at an annual rate in an amount determined by the Company in its sole discretion; provided, however, that none of such subsequent annual salaries shall be less than $1,750,000.”

3.The second sentence of paragraph 3(c) is hereby amended to read “For each full fiscal year during the term hereof, Executive shall receive an annual award with a target accounting award value (which value shall be as determined in accordance with the policies and practices generally applicable to the Company’s executive officers) of 350% of Executive’s Base Salary as expected to be in effect at the end of such fiscal year; it being understood that the form of the award shall be determined by the Compensation Committee and such form shall be subject to the terms of the applicable plan or plans of the Company.”

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 us.

THE WALT DISNEY COMPANY

/s/ M. Jayne Parker

Senior Executive Vice President and

Chief Human Resources Officer

Date: October 8, 2019

/s/ Alan N. Braverman

Alan N. Braverman

Date: October 8, 2019