Disney Investor Presentation Deck slide image

Disney Investor Presentation Deck

Shareholder Proposal on the Inclusion of Non-Management Employees on Director Nominee Candidate Lists is Unnecessary and Would Undermine Independence The Board recommends that you vote AGAINST this proposal as the Governance and Nominating Committee's thorough process of evaluating potential director candidates already ensures a diversity of perspectives, and the addition of non- management employees would decrease the level of independence on the Board W Shareholder proposal: Requests the initial list of candidates from which new director nominees are chosen to include non- management employees The Governance and Nominating Committee follows a thorough process of evaluating potential director candidates to ensure diversity of perspectives The Committee's criteria takes into account a variety of factors, including the range of talents, experiences and skills to reflect the diversity of the Company's shareholders, employees, customers and communities The proposal would supersede the careful judgement of the Board as to the criteria that should be reflected in a director candidate pool and undermine the Committee's flexibility, which is particularly important in light of the scope and complexity of the business A substantial majority of independent Directors has always been an important policy of the Board of Directors Non-management employee directors would decrease the proportion of independent Directors and thereby make it more challenging for the Company to meet applicable NYSE Listed Company Rules and SEC rules The proposal would also decrease the proportion of external, independent perspectives on the Board The proposal is misleadingly couched in terms of achieving greater diversity At present, the Company's current Board already offers diverse skillsets and professional backgrounds, as well as gender and ethnic and racial diversity Sources of Policies and Additional Policies https://thewaltdisneycompany.com/about/#policies https://thewaltdisneycompany.com/app/uploads/2020/02/Corporate-Governance-Guidelines-2020.pdf 15
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