The Walt Disney Company (Disney) has responded to the Securities and Exchange Commission (SEC) regarding comments on a presentation filed on March 13, 2024, as soliciting material. The SEC's Division of Corporation Finance and the Office of Mergers & Acquisitions had previously sent a letter to Disney with comments dated March 15, 2024. Disney's response, dated March 20, 2024, addresses each comment, providing clarifications and supporting evidence. The SEC's inquiries pertained to Disney's characterizations of Trian's whitepaper, which Disney claimed lacked substance and was widely criticized by various news sources. Disney also defended its management succession planning, executive compensation alignment with performance, and direct-to-consumer (DTC) strategy, countering Trian's claims and underscoring its own initiatives and understanding of the media...Show More

The Walt Disney Company (Disney) has responded to the Securities and Exchange Commission (SEC) regarding comments on a presentation filed on March 13, 2024, as soliciting material. The SEC's Division of Corporation Finance and the Office of Mergers & Acquisitions had previously sent a letter to Disney with comments dated March 15, 2024. Disney's response, dated March 20, 2024, addresses each comment, providing clarifications and supporting evidence. The SEC's inquiries pertained to Disney's characterizations of Trian's whitepaper, which Disney claimed lacked substance and was widely criticized by various news sources. Disney also defended its management succession planning, executive compensation alignment with performance, and direct-to-consumer (DTC) strategy, countering Trian's claims and underscoring its own initiatives and understanding of the media industry. Additionally, Disney addressed concerns about potential conflicts of interest involving Trian, Mr. Peltz, and Mr. Perlmutter, highlighting the latter's history with Disney and potential influence on Mr. Peltz's agenda. The company also responded to the SEC's request for a factual foundation regarding statements about alleged plagiarism in Trian's whitepaper and misleading statements by the 'Trian Trio'. Disney's response included references to news coverage and its own proxy statement to support its positions.