falseWALT DISNEY CO/000174448900017444892023-04-182023-04-18

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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): April 18, 2023
The Walt Disney Company
(Exact name of registrant as specified in its charter)
Delaware001-3884283-0940635
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueDISNew 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.
On April 18, 2023, The Walt Disney Company (the “Company”) and Kristina K. Schake, the Company’s Senior Executive Vice President & Chief Communications Officer, entered into an amendment to the employment agreement by and between the Company and Ms. Schake, dated June 29, 2022 (the “Amendment”) in connection with an increase in her responsibilities.

Pursuant to the Amendment, the Company and Ms. Schake agreed to extend the term of Ms. Schake’s employment agreement with the Company from June 29, 2025 to June 29, 2026. The Amendment also increased Ms. Schake’s annual base salary to $780,000, with such increase calculated to commence as of April 9, 2023 and with future increases at the Company’s discretion, increased her target bonus award value to 150% of base salary and increased her target long-term equity incentive annual award value to 350% of base salary.

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
104Cover 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 Secretary
Dated: April 20, 2023



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


April 18, 2023

Ms. Kristina K. Schake
c/o 500 South Buena Vista Street
Burbank, California 91521

RE:    Amendment to that certain Employment Agreement, dated as of June 29, 2022, by and between The Walt Disney Company and Kristina K. Schake (the “Agreement”).

Dear Ms. Schake:

This letter agreement will confirm that the Agreement is hereby amended as follows, effective as of April 9, 2023:

1. The first sentence of Paragraph 1 of the Agreement is hereby 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 June 29, 2022 (the “Commencement Date”) and ending on June 29, 2026 (or such earlier date as shall be determined pursuant to Paragraph 5).

2. The first two sentences of Paragraph 3(a) of the Agreement are hereby amended to read in their entirety as follows:
Commencing April 9, 2023, Executive shall receive an annual base salary of $780,000. Subsequent salary amounts shall be determined by the Company in its sole discretion; provided, however, that none of such subsequent annualized salaries shall be less than $780,000.

3. The second sentence of Paragraph 3(b) of the Agreement is hereby amended to read in its entirety as follows:
Executive’s target annual incentive bonus opportunity under the Annual Plan during each full fiscal year during the term hereof shall be one hundred fifty percent (150%) of Executive’s Base Salary in effect at the end of such fiscal year.

4. The second sentence of Paragraph 3(c) of the Agreement is hereby amended to read in its entirety as follows:


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 most senior executives of Company) of three hundred fifty percent (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.

5. 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 29, 2026.

As amended hereby, the Agreement shall continue in full force and effect in accordance with its terms.

If the foregoing accurately reflects your understanding of our mutual agreement, please so indicate in the space provided below and return an executed copy hereof to us at your earliest convenience.

Very truly yours,
THE WALT DISNEY COMPANY
By:/s/ Sonia L. Coleman
Senior Executive Vice President and
Chief Human Resources Officer
Date:April 18, 2023

ACCEPTED AND AGREED TO:
/s/ Kristina K. Schake
Kristina K. Schake
Date:April 18, 2023
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