DFAN14A 1 p23-0250dfan14a.htm THE WALT DISNEY COMPANY

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant ¨

Filed by a Party other than the Registrant þ

Check the appropriate box:

¨ | Preliminary Proxy Statement
¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨ | Definitive Proxy Statement
¨ | Definitive Additional Materials
þ | Soliciting Material Under Rule 14a-12

The Walt Disney Company

(Name of Registrant as Specified in Its Charter)

Trian Fund Management, L.P.

Trian Fund Management GP, LLC

Trian Partners, L.P.

Trian Partners Parallel Fund I, L.P.

Trian Partners Master Fund, L.P.

Trian Partners Fund (Sub)-G, L.P.

Trian Partners Strategic Investment Fund-A, L.P.

Trian Partners Strategic Investment Fund-N, L.P.

Trian Partners Strategic Fund-G II, L.P.

Trian Partners Strategic Fund-G III, L.P.

Trian Partners Strategic Fund-K, L.P.

Trian Partners Co-Investment Opportunities Fund, Ltd.

Nelson Peltz

Peter W. May

Edward P. Garden

Matthew Peltz

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

þ | No fee required.
¨ | Fee paid previously with preliminary materials.

¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

The following materials (the “Social Media Posts”) were published, as posts and/or via hyperlinks, to Trian Fund Management, L.P.’s (“Trian”) Twitter, LinkedIn, Facebook and Instagram pages relating to The Walt Disney Company on January 18, 2023; from time to time Trian or its fellow participants in the proxy solicitation may publish the Social Media Posts on various other social media channels relating to The Walt Disney Company, as well as its website, www.RestoretheMagic.com. In some cases, references to “Disney” in these statements may be replaced with “DIS.”

Video Transcript

Deirdre Bosa: Bob Iger, of course entering into a proxy battle with an activist investor, Satya Nadella is facing new pushback on Microsoft's embattled deal for Activision Blizzard, and Elon Musk, of course, always in the spotlight but being forced to cut prices now on Tesla vehicles, with slowing demand as he heads to trial over his 2018 tweets, let's kick it off with Iger. Disney facing pressure from Nelson Peltz saying the media giant that it has lost its way focusing in on the loss of stock dividends, dwindling free cash flow, total shareholder return. Disney brought Iger back into the fold of course to right the ship but can he weather the storm? Joining us now New York Magazine editor at large and host of the podcasts On With Kara Swisher and Pivot. Kara Swisher herself here it's great to have you. I know last time we talked to you are a fan of Iger, you think that he is the right person for this job. But you also believe that Nelson Peltz deserves a seat on the board. Does Nelson Peltz really think that Bob Iger is the right person? He was incredibly critical in that presentation.

Kara Swisher: Yeah, he does. I mean, obviously I think they need a new CEO. I don't…Bob Iger has signed a two year deal and obviously you don't want to bring back the old CEO. You'd have liked the the heir to have done a better job. And so he's what they need right now. And he certainly did a very good job at Disney for years. And so I think it's to calm the waters. And I think Nelson Peltz is looking forward to what's coming next. And I think bringing an activist like this on a Board could be good to move them faster into where they need to go to talk about what they're doing in streaming to talk about someone who could take over for the next 10 years, etc. And so I always think it's always good to have a board that's not all in violent agreement with you who actually does challenge you and Nelson Peltz has proven himself to be very good at this when he was on other boards and so I don't necessarily think he's a disruptive force as much as a questioning force. And as you know, I like questioning forces wherever I go.