falseWALT DISNEY CO/000174448900017444892021-12-212021-12-21
________________________________________________________________________
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 21, 2021
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. ¨
________________________________________________________________________
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On December 21, 2021, 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 December 31, 2022. Pursuant to the Amendment, The Walt Disney Company and Ms. McCarthy agreed to extend the term of the Employment Agreement to June 30, 2024. Additionally, for consistency with other Company agreements, the Amendment provides for a prorated bonus, to be recommended at the discretion of the CEO, for the partial fiscal year in which the term is scheduled to expire; confirms Ms. McCarthy’s upward reporting structure; includes a salary reduction provision in the event of Company-wide reductions; updates the definition of termination for cause; and updates the non-solicitation provision.
A copy of the Amendment is attached as Exhibit 10.1 and incorporated by reference herein. A copy of the press release announcing the extension is attached as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
|
|
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
10.1
|
|
|
|
99.1
|
|
|
|
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 Company 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 21, 2021
THE WALT DISNEY COMPANY
500 South Buena Vista Street
Burbank, California 91521
December 21, 2021
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 December 31, 2022. 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 June 30, 2024 (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 June 30, 2024.
3.Paragraph 2 of the Agreement is hereby deleted and restated in its entirety as follows:
2.Position and Duties. During the Employment Period, Executive shall serve as Senior Executive Vice President and Chief Financial Officer, of the Company and in such other positions with the Company and its subsidiaries consistent with Executive’s position as Senior Executive Vice President and Chief Financial Officer, as the Company reasonably may assign. Executive’s upward reporting structure will be consistent with the upward reporting structure of comparable senior executives. During the Employment Period, Executive shall devote all Executive’s business time on a full-time and exclusive basis to the services required hereunder, and shall perform such services in a manner consonant with the duties of Executive’s position. Executive shall be subject to the terms and conditions of any applicable policy of the Company (including, without limitation,
“The Walt Disney Company and Associated Companies Standards of Business Conduct” booklet and the Employee Policy Manual), as reasonably made available and as interpreted from time to time by the Company, provided that, subject to the provisions of Paragraph 7 and the Employee Policy Manual, nothing herein shall preclude Executive from (i) engaging in charitable activities and community affairs, and (ii) managing Executive’s personal investments, so long as the activities listed in subclauses (i)-(ii) do not materially interfere, individually or in the aggregate, with the proper performance of Executive’s duties and responsibilities hereunder.
4.Paragraph 3(a) of the Agreement is hereby deleted and restated in its entirety as follows:
(a)Base Salary. Effective July 1, 2015, Executive shall receive an annual base salary of $1,250,000. 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 $1,250,000. Notwithstanding any other provision of this Agreement or any other Company document reflecting Executive’s Base Salary (as defined below), the Company may reduce Executive’s Base Salary by any amount up to 50% of Executive’s then-current Base Salary for any period of time up to a consecutive or cumulative maximum period of six months if during such applicable period Disney has instituted a Disney-wide salary reduction program broadly applicable to employees at a comparable level to Executive.
5.Paragraph 3(b) of the Agreement is hereby deleted and restated in its entirety as follows:
(b)Annual Incentive Bonus. Executive shall be given the opportunity to earn an annual discretionary incentive bonus in accordance with the annual bonus plan generally applicable to the most senior executive officers of the Company, as the same may be in effect from time to time (the “Annual Plan”). Executive’s target annual incentive bonus opportunity under the Annual Plan during each full fiscal year during the term hereof shall be two hundred percent (200%) of Executive’s Base Salary as expected to be in effect at the end of such fiscal year. The actual amount payable to Executive as an annual bonus under the Annual Plan shall be dependent upon the achievement of performance objectives established in accordance with the Annual Plan by the Board of Directors of the Company or the committee of the Board of Directors of the Company responsible for administering such Annual Plan, which, as to Company performance objectives, shall be substantially the same as the objectives established under the Annual Plan for the other most senior executive officers of the Company, though individual performance criteria may differ to reflect differences in responsibilities. Any bonus payable pursuant to this Paragraph 3(b) shall be paid at the same time as annual bonuses are generally payable to the most senior executive officers of the Company in accordance with the provisions of the Annual Plan, subject to Executive’s continued employment with the Company through the date on which such bonuses are paid. If Executive’s employment continues until and ends upon the Scheduled
Expiration Date, the Chief Executive Officer of the Company will, in his discretion, recommend to the Compensation Committee an annual cash bonus for the fiscal year in which the termination occurs in consideration of Executive’s contributions during such fiscal year. Such bonus shall be payable at the same time annual cash bonuses are paid to senior management and shall be based on actual achievement of performance targets, evaluated as if Executive had remained employed through the end of the applicable performance period.
6. The definition of “Termination for Cause” in Paragraph 5(e) of the Agreement is hereby deleted and restated in its entirety as follows:
“Termination for Cause” means a termination based on Executive’s (i) conviction of embezzlement, fraud, or other conduct which would constitute a felony; (ii) willful unauthorized disclosure of confidential information; (iii) failure, neglect of, or refusal to substantially perform the duties of the Executive’s employment; or (iv) any other act or omission which is a significant breach of the Company’s policies or which is significantly injurious to the financial condition or business reputation of the Company or any Affiliate thereof, which termination may be effected (A) immediately upon notice from the Company if the Company shall reasonably and in good faith determine that the conduct or cause specified in such notice is not curable (it being understood that such notice shall describe in reasonable detail the conduct or cause giving rise to such notice and shall state the reason(s) why the Company has determined that such conduct or cause is not curable); or (B) upon twenty business days notice from the Company, if the Company shall and in good faith determine that the conduct or cause specified in such notice is curable (it being understood that such notice shall describe in reasonable detail the conduct or cause giving rise to such notice and shall state the reason(s) why the Company has determined that such conduct or cause is curable and what steps the Company believes should or could be taken to cure such conduct or cause, provided, however, that such opportunity to cure shall only be provided by the Company with respect to a termination of Executive’s employment hereunder due to gross negligence); provided that the Company shall not be entitled to terminate Executive’s employment for Cause, if Executive has, within five business days after notice in accordance with subclause (B) has been given personally to Executive or otherwise has been received by Executive, commenced in good faith to cure the conduct or cause specified in such notice and completes such cure within 20 business days following the date such notice was received.
7.The first paragraph of Paragraph 7(d) of the Agreement is hereby deleted and restated in its entirety as follows:
(d)Non-Solicitation of Employees. During the Employment Period and, subject to the provisions of applicable law, during the one-year period following any termination of Executive’s employment, Executive shall not, except in the course of carrying out Executive’s duties hereunder, directly or indirectly
induce any employee of the Company or any of its subsidiaries to terminate employment with such entity, and shall not directly or indirectly, either individually or as owner, agent, employee, consultant or otherwise,
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/ Paul J. Richardson
|
|
|
Paul J. Richardson
|
|
Title:
|
Senior Executive Vice President, Human Resources
|
|
Date:
|
December 21, 2021
|
|
|
|
|
|
|
|
|
/s/ Christine M. McCarthy
|
|
Christine M. McCarthy
|
|
|
|
|
Date:
|
December 21, 2021
|
|
|
|
FOR IMMEDIATE RELEASE
THE WALT DISNEY COMPANY EXTENDS CHIEF FINANCIAL OFFICER
CHRISTINE M. MCCARTHY’S CONTRACT THROUGH JUNE 30, 2024
BURBANK, Calif., December 21, 2021—The Walt Disney Company (NYSE: DIS) has extended Christine M. McCarthy’s contract as Senior Executive Vice President and Chief Financial Officer through June 30, 2024, it was announced today by Bob Chapek, Chief Executive Officer. Ms. McCarthy is a 22-year veteran of the Company and has served as CFO since 2015.
“Christine’s leadership has been indispensable during this time of disruption and transformation, and her impact reaches well beyond our balance sheet. She has been instrumental to Disney’s growth and helped us navigate the most difficult days of the pandemic,” Mr. Chapek said. “Her expertise, judgment, and relationships are true assets to the Company, and I am grateful to have her as a valued partner.”
“It is an incredible privilege to serve as CFO of this great company, and I am thankful for the opportunity to continue working with Bob Chapek and the entire senior management team as we advance the Company’s strategic initiatives with an eye toward delivering shareholder value,” said Ms. McCarthy, whose contract previously had been set to expire at the end of 2022. “I am proud of Disney’s world-class financial organization and all it has achieved, and look forward to building on the team’s success in the years ahead.”
As CFO, Ms. McCarthy oversees the Company’s worldwide finance organization, which includes brand and franchise management, corporate alliances and partnerships, corporate real estate, corporate strategy and business development, enterprise controllership, enterprise technology, financial planning and analysis, global product and labor standards, investor relations, risk management, tax, and treasury.
Ms. McCarthy first joined Disney in 2000, and prior to becoming CFO in 2015, she was Executive Vice President, Corporate Real Estate, Alliances and Treasurer. She currently serves on the Board of Directors of The Procter & Gamble Company and FM Global, and is a Trustee of Carnegie Institution for Science. She has received numerous awards and has been named multiple times to Treasury & Risk’s “100 Most Influential People in Finance,” the Top 100 Irish American Business Leaders, and Business Insider’s “The 15 Most Influential Women in Finance.” In 2015, she was the recipient of Treasury Today’s Adam Smith “Woman of the Year” award. In 2016, she received Los Angeles Business Journal’s “Executive of the Year” award and was honored as one of the Entertainment Diversity Council’s “Top 50 Most Powerful Women in Entertainment.”
Contacts:
Zenia Mucha
Corporate Communications
(818) 560-5300
David Jefferson
Corporate Communications
(818) 560-4832