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
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