falseWALT DISNEY CO/000174448900017444892020-12-072020-12-07

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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): December 3, 2020
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 December 2, 2020, The Walt Disney Company and Christine M. McCarthy entered into an amendment (the “Amendment”) to the employment agreement by and between The Walt Disney Company and Ms. McCarthy dated July 1, 2015, as previously amended (the “Employment Agreement”). Previously, the Employment Agreement expired June 30, 2021. Pursuant to the Amendment, The Walt Disney Company and Ms. McCarthy agreed to extend the term of the Employment Agreement to December 31, 2022. Additionally, the Amendment set Ms. McCarthy’s target long-term equity incentive annual award value at $11,000,000, as compared to the prior target value set at a percentage based on Ms. McCarthy’s base salary. Such annual award is subject to adjustment. The actual benefits conveyed to Ms. McCarthy in respect of any such awards may be zero or may be more than zero and less than, greater than or equal to the targeted award value.

A copy of the Amendment is attached as Exhibit 10.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits
Exhibit
Number 		Description
10.1
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: December 7, 2020


Exhibit 10.1
THE WALT DISNEY COMPANY
500 South Buena Vista Street
Burbank, California 91521


December 2, 2020

Ms. Christine M. McCarthy
Senior Executive Vice President
and Chief Financial Officer
The Walt Disney Company
500 South Buena Vista Street
Burbank, California 91521

Dear Ms. McCarthy:

Reference is made to your employment agreement with The Walt Disney Company (the “Company”), dated as of July 1, 2015, as amended (the “Agreement”), which is scheduled to expire on June 30, 2021. In connection therewith, you and the Company hereby agree to the following, effective as of the date hereof:

1.Paragraph 1 of the Agreement is hereby further amended to read in its entirety as follows:

Upon the terms and subject to the conditions of this Agreement, the Company hereby employs Executive, and Executive hereby accepts employment by the Company, for the period commencing as of July 1, 2015 and ending on December 31, 2022 (or such earlier date as shall be determined pursuant to Paragraph 5). The period during which Executive is employed pursuant to this Agreement shall be referred to as the “Employment Period.”

2.The definition of “Scheduled Expiration Date” in Paragraph 5(e) is hereby amended to read in its entirety as follows:

“Scheduled Expiration Date” means December 31, 2022.

3.Paragraph 3(c) of the Agreement is hereby deleted and restated in its entirety as follows:

Subject to the terms of this Agreement, Executive shall be entitled to participate in the equity-based long-term incentive compensation plans, programs or arrangements generally made available to the most senior executive officers of the Company. The size of the awards made to Executive shall reflect Executive’s position with the Company and the Compensation Committee’s evaluation of Executive’s performance and competitive compensation practices. For each full fiscal year during the term hereof, Executive shall receive an annual award with a target award value (which value shall be as determined in accordance with the policies and practices generally of Company) of $11,000,000. The preceding shall not limit any power or discretion of the Board of Directors of Disney or the Committee in the administration of any such long-term incentive plan, it being understood, specifically, that the Compensation Committee may adjust (i.e. reduce


or increase) the target award value of any award made in respect of any fiscal year based on its evaluation of Executive’s performance and/or any economic, financial and/or market conditions affecting the Company and/or Disney. The actual benefits conveyed to Executive in respect of any such awards may be less than, greater than or equal to the targeted award value, as such benefits will be dependent on a serie of performance and other factors, such as the value of Disney’s common stock and satisfaction of any applicable vesting requirements and performance conditions.

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 signing this letter where indicated below.

THE WALT DISNEY COMPANY
By: /s/ Jayne Parker
Title: Senior Executive Vice President and Chief Human Resources Officer
Date: December 3, 2020




/s/ Christine M. McCarthy
Christine M. McCarthy
Date: December 3, 2020