Attached files
| file | filename |
|---|---|
| EX-10.1 - THE AMENDED AND RESTATED 2011 STOCK INCENTIVE PLAN - WALT DISNEY CO/ | d316813dex101.htm |
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 13, 2012
The Walt Disney Company
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 1-11605 | 95-4545390 | |
| (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 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 (see General Instruction A.2. below):
| ¨ | 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)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers |
(e) On March 13, 2012, the shareholders of the Registrant approved an amendment to the Registrant’s 2011 Stock Incentive Plan (the “2011 Plan”) at the Registrant’s annual meeting of shareholders. The amendment increased the number of shares authorized under the Registrant’s plans by 15.0 million shares.
The 2011 Plan, as amended and restated is filed as Exhibit 10.1 to this Report and the terms thereof are incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
(a-b) The final results of voting on each of the matters submitted to a vote of security holders during the Registrant’s annual meeting of shareholders on March 13, 2012 are as follows.
| For | Against | Abstentions | Broker Non-Votes |
|||||||||||||
| 1. Election of Directors: |
||||||||||||||||
| Susan E. Arnold |
1,150,376,941 | 171,244,364 | 3,355,931 | 202,806,871 | ||||||||||||
| John S. Chen |
1,149,839,357 | 171,673,470 | 3,464,409 | 202,806,871 | ||||||||||||
| Judith L. Estrin |
1,091,462,527 | 231,697,182 | 1,817,527 | 202,806,871 | ||||||||||||
| Robert A. Iger |
1,281,773,548 | 40,728,001 | 2,475,687 | 202,806,871 | ||||||||||||
| Fred H. Langhammer |
1,121,429,869 | 200,114,568 | 3,432,799 | 202,806,871 | ||||||||||||
| Aylwin B. Lewis |
972,636,850 | 348,677,726 | 3,662,660 | 202,806,871 | ||||||||||||
| Monica C. Lozano |
1,310,708,799 | 12,596,181 | 1,672,256 | 202,806,871 | ||||||||||||
| Robert W. Matschullat |
1,093,255,228 | 229,813,716 | 1,908,292 | 202,806,871 | ||||||||||||
| Sheryl Sandberg |
1,092,388,559 | 230,746,763 | 1,841,914 | 202,806,871 | ||||||||||||
| Orin C. Smith |
1,178,610,893 | 144,620,835 | 1,745,508 | 202,806,871 | ||||||||||||
Under the Registrant’s Bylaws, each of the directors was elected, having received more votes “for” than “against.”
| For | Against | Abstentions | ||||||||||
| 2. Ratification of PricewaterhouseCoopers LLP as registered public accountants |
1,511,729,455 | 13,728,007 | 2,326,645 | |||||||||
Under the Registrant’s Bylaws, the selection of the auditors was ratified, having received “for” votes from more than a majority of shares cast for, against or abstain.
| For | Against | Abstentions | Broker Non-Votes |
|||||||||||||
| 3. Approval of an amendment to the 2011 Stock Incentive Plan |
1,103,431,957 | 217,442,373 | 4,102,906 | 202,806,871 | ||||||||||||
Under the Registrant’s Bylaws, the amendment to the plan was approved, having received “for” votes from more than a majority of shares cast for, against or abstain.
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| For | Against | Abstentions | Broker Non-Votes |
|||||||||||||
| 4. Approval of the advisory vote on executive compensation |
749,551,827 | 567,474,810 | 7,950,599 | 202,806,871 | ||||||||||||
Under the Registrant’s Bylaws, the proposal was approved, having received “for” vote from more than a majority of shares cast for, against or abstain.
| Item 9.01 | Exhibits |
Exhibit 10.1 The Amended and Restated 2011 Stock Incentive Plan
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/ Roger J. Patterson | |
| Roger J. Patterson | ||
| Associate General Counsel and Assistant Secretary | ||
| Registered In-House Counsel | ||
Dated: March 16, 2012
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