SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
(State or other jurisdiction
(Commission File Number)
(Address of Principal Executive Offices and Zip Code)
(Registrant’s telephone number, including area code)
(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:
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Name of each exchange on which registered
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.
(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
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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
/s/ Jolene E. Negre
Jolene E. Negre
Associate General Counsel and Assistant Secretary
Dated: October 11, 2019