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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

 

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¨		Soliciting Material Pursuant to §240.14a-12

 

The Walt Disney Company

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(Name of Registrant as Specified In Its Charter)

 

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

 

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Commencing March 18, 2011, The Walt Disney Company sent the following communication to certain shareholders:

We would like to make you aware that we have amended employment agreements with four executives to remove a provision that provided for gross-ups for excise tax payments the executives could incur upon termination following a change in control. Attached is a report on Form 8-K that was filed with the SEC this morning. The report provides additional information about these amendments.

If you have any questions, you may direct them to Lowell Singer, Senior Vice President – Investor Relations, at 818-560-6601.

 

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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):

March 17, 2011

 

 

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)

 

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¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) On March 17, 2011, the Company amended employment agreements with each of Robert A. Iger, James A. Rasulo, Alan N. Braverman and Thomas O. Staggs to remove from their employment agreements a provision for payment to the executive to cover excise taxes incurred by the executive pursuant to Section 4999 of the Internal Revenue Code with respect to payments received by the executive upon termination following a change in control.

The amendments of Mr. Iger, Mr. Rasulo, Mr. Braverman and Mr.Staggs’ agreement are attached as Exhibits 10.1, 10.2, 10.3 and 10.4 respectively to this Report and are incorporated herein by reference.

 

Item 9.01

Exhibits

 

Exhibit 10.1		Amendment dated March 17, 2011 to the Amended and Restated Employment Agreement, dated as of December 23, 2008, between the Company and Robert A. Iger
Exhibit 10.2		Amendment dated March 17, 2011 to Employment Agreement, dated as of January 1, 2010, between the Company and James A. Rasulo
Exhibit 10.3		Amendment dated March 17, 2011 to Employment Agreement, dated as of October 1, 2008, between the Company and Alan N. Braverman
Exhibit 10.4		Amendment dated March 17, 2011 to Amended and Restated Employment Agreement dated as of December 18, 2008, between the Company and Thomas O. Staggs

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.

 

Dated: March 18, 2011

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Exhibit 10.1

March 17, 2011

Mr. Robert A. Iger

President and Chief Executive Officer

The Walt Disney Company

500 South Buena Vista Street

Burbank, California 91521

 

RE:

Amendment to that certain Amended and Restated Employment

Agreement Between The Walt Disney Company and Robert A. Iger,

dated as of December 23, 2008 (the “Agreement”)

Dear Mr. Iger:

This letter agreement will confirm that Paragraph 10 of the Agreement is hereby deleted in its entirety (together with all references thereto in the Agreement) and shall be of no further force or effect, effective as of the date hereof.

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.

 

 

ACCEPTED AND AGREED TO:
		/s/ Robert A. Iger
		Robert A. Iger
Date:		3/17/2011

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Exhibit 10.2

March 17, 2011

Mr. James A. Rasulo

Senior Executive Vice President and Chief Financial Officer

The Walt Disney Company

500 South Buena Vista Street

Burbank, California 91521

RE:

Amendment to that certain Employment Agreement Between The Walt

Disney Company and James A. Rasulo, dated as of January 1, 2010

(the “Agreement”)

Dear Mr. Rasulo:

This letter agreement will confirm that Paragraph 7 of the Agreement is hereby deleted in its entirety (together with all references thereto in the Agreement) and shall be of no further force or effect, effective as of the date hereof.

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.

 

 

ACCEPTED AND AGREED TO:
		/s/ James A. Rasulo
		James A. Rasulo
Date:		3/17/2011

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Exhibit 10.3

March 17, 2011

Mr. Alan N. Braverman

Senior Executive Vice President, General Counsel and Secretary

The Walt Disney Company

500 South Buena Vista Street

Burbank, California 91521

 

RE:

Amendment to that certain Employment Agreement dated as of

October 1, 2008 by and between The Walt Disney Company and

Alan N. Braverman (the “Agreement”)

Dear Mr. Braverman:

This letter agreement will confirm that Paragraph 7 of the Agreement is hereby deleted in its entirety (together with all references thereto in the Agreement) and shall be of no further force or effect, effective as of the date hereof.

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.

 

 

ACCEPTED AND AGREED TO:
		/s/ Alan N. Braverman
		Alan N. Braverman
Date:		3/17/2011

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Exhibit 10.4

March 17, 2011

Mr. Thomas O. Staggs

Chairman

Walt Disney Parks and Resorts Worldwide

500 South Buena Vista Street

Burbank, California 91521

 

RE:

Amendment to that certain Amended and Restated Employment Agreement Between The Walt Disney Company and Thomas O. Staggs dated as of December 18, 2008, as amended and assigned to Walt Disney Parks and Resorts Worldwide on January 7, 2010 (the “Agreement”)

Dear Mr. Staggs:

This letter agreement will confirm that Paragraph 7 of the Agreement is hereby deleted in its entirety (together with all references thereto in the Agreement) and shall be of no further force or effect, effective as of the date hereof.

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.

 

 

ACCEPTED AND AGREED TO:
		/s/ Thomas O. Staggs
		Thomas O. Staggs
Date:		March 17, 2011