Disney (DIS) shareholders back directors, CEO joins Board and key proposals fail

Rhea-AI Filing Summary

The Walt Disney Company reported results from its annual meeting of shareholders held on March 18, 2026 and announced a Board change. The Board appointed CEO Josh D’Amaro as a Director, effective immediately, with a term running until the 2027 annual meeting, and added him to the Executive Committee.

Shareholders elected all nominated directors, including Robert A. Iger and ten other nominees, each receiving over one billion votes in favor. They also ratified PricewaterhouseCoopers LLP as independent registered public accountants for fiscal 2026 and approved, on an advisory basis, the Company’s executive compensation.

Shareholders voted on several proposals from investors. Proposals requesting a report on the employee gift-matching program’s impact on religious discrimination risks, adoption of cumulative voting for Board elections, and an independent review of accessibility and disability inclusion practices each received substantially more votes against than for and were not approved.

falseWALT DISNEY CO/000174448900017444892026-03-182026-03-18

________________________________________________________________________

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 18, 2026

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.

(d) On March 18, 2026, the Board of Directors (the “Board”) of The Walt Disney Company (the “Company”) appointed Josh D’Amaro to serve (i) as a Director on the Board, effective immediately, with a term expiring at the 2027 annual meeting of shareholders, and (ii) on the Executive Committee of the Board. Mr. D’Amaro is Chief Executive Officer of the Company. The disclosure set forth in the fourth and ninth paragraphs of the Company’s Current Report on Form 8-K filed February 3, 2026 is incorporated into this Item 5.02(d) 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 18, 2026 (the “Annual Meeting”) are as follows.

1.									Election of Directors:						For												Against						Abstentions						Broker Non-Votes
									Mary T. Barra						1,246,729,714												28,245,945						1,559,327						214,127,170
									Amy L. Chang						1,252,580,182												21,404,721						2,550,083						214,127,170
									D. Jeremy Darroch						1,266,787,445												7,595,041						2,152,500						214,127,170
									Carolyn N. Everson						1,261,902,344												12,886,740						1,745,902						214,127,170
									Michael B.G. Froman						1,251,584,336												23,194,528						1,756,122						214,127,170
									James P. Gorman						1,265,491,120												9,295,336						1,748,530						214,127,170
									Robert A. Iger						1,257,489,959												17,508,644						1,536,383						214,127,170
									Maria Elena Lagomasino						1,186,186,368												87,361,080						2,987,538						214,127,170
									Calvin R. McDonald						1,263,939,169												10,718,151						1,877,666						214,127,170
									Derica W. Rice						1,238,036,115												35,306,163						3,192,708						214,127,170
									Jeffrey E. Williams						1,269,005,785												5,671,848						1,857,353						214,127,170

															For						Against						Abstentions
2.									Ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accountants for fiscal 2026						1,389,388,245						99,386,474						1,887,437

															For						Against						Abstentions						Broker Non-Votes
3.									Advisory vote to approve executive compensation						1,091,655,024						181,755,217						3,124,745						214,127,170

															For						Against						Abstentions						Broker Non-Votes
4.									Shareholder proposal requesting a report on how the employee gift-matching program may impact risks related to religious discrimination against employees						10,054,574						1,251,055,568						15,424,844						214,127,170

5. As previously announced by the Company in its Supplement to the Proxy Statement filed with the U.S. Securities and Exchange Commission on March 5, 2026, the shareholder proposal requesting a report on the expected and potential return on investment from climate commitments was withdrawn by the proponent. Therefore, the proposal was not presented at or voted on at the Annual Meeting, nor were any votes cast in regard to the proposal tabulated.

															For						Against						Abstentions						Broker Non-Votes
6.									Shareholder proposal requesting adoption of cumulative voting for Board elections						36,841,191						1,231,354,256						8,339,539						214,127,170

															For						Against						Abstentions						Broker Non-Votes
7.									Shareholder proposal requesting an independent review and report on accessibility and disability inclusion practices						62,887,788						1,196,395,686						17,251,512						214,127,170

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number						Description
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 Registrant 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
						Deputy General Counsel - Securities Regulation, Governance & Secretary

Dated: March 20, 2026

FAQ

What Board change did The Walt Disney Company (DIS) announce on March 18, 2026?

The Board appointed CEO Josh D’Amaro as a Director and member of the Executive Committee. His Board term begins immediately and runs until the 2027 annual meeting of shareholders, further formalizing his governance role alongside his existing position as Chief Executive Officer.

Were all director nominees elected at Disney’s March 18, 2026 annual meeting?

Yes, all 11 director nominees were elected with strong support, each receiving over one billion votes for. The slate included Robert A. Iger, Mary T. Barra, Jeffrey E. Williams, and others, with sizeable broker non-votes reported across the director elections.

Did Disney (DIS) shareholders ratify the auditor for fiscal 2026?

Yes, shareholders ratified PricewaterhouseCoopers LLP as independent registered public accountants for fiscal 2026. The vote recorded 1,389,388,245 shares for, 99,386,474 against, and 1,887,437 abstentions, indicating broad support for continuing with the same audit firm.

How did Disney shareholders vote on executive compensation at the 2026 annual meeting?

Shareholders approved Disney’s executive compensation in an advisory vote. The proposal received 1,091,655,024 votes for, 181,755,217 against, and 3,124,745 abstentions, with 214,127,170 broker non-votes, indicating a clear majority in favor of the pay program presented.

What was the outcome of the shareholder proposal on Disney’s employee gift-matching and religious discrimination risks?

The proposal requesting a report on how the employee gift-matching program may impact risks related to religious discrimination was not approved. It received 10,054,574 votes for and 1,251,055,568 against, with 15,424,844 abstentions and 214,127,170 broker non-votes recorded.

Did Disney shareholders approve cumulative voting for Board elections in 2026?

No, the shareholder proposal requesting adoption of cumulative voting for Board elections did not pass. It received 36,841,191 votes for and 1,231,354,256 against, with 8,339,539 abstentions and 214,127,170 broker non-votes reported in the official voting results.

What happened to the accessibility and disability inclusion proposal at Disney’s 2026 annual meeting?

The shareholder proposal seeking an independent review and report on accessibility and disability inclusion practices was not approved. It received 62,887,788 votes for, 1,196,395,686 against, 17,251,512 abstentions, and 214,127,170 broker non-votes, indicating significant opposition among voting shareholders.

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