The United States Securities and Exchange Commission (SEC) has reviewed the Definitive Additional Soliciting Materials filed by Blackwells Capital LLC et al. regarding Walt Disney Co. In a letter dated March 22, 2024, addressed to Patrick Gadson, Partner at Vinson & Elkins LLP, the SEC outlined comments and requested clarifications on the materials filed on March 21, 2024. The SEC's comments focused on the need for Disney to confirm that future solicitations would clarify that Blackwells selected the peers for Disney's R&D spending comparisons. Additionally, the SEC requested that all statements of opinion or belief in the exhibits be clearly characterized as such and supported by a reasonable factual basis. The SEC reminded Disney of its responsibility for the accuracy and adequacy of its disclosures. Daniel Duchovny at the SEC is the point of contact for any further questions.

The United States Securities and Exchange Commission (SEC) has reviewed the Definitive Additional Soliciting Materials filed by Blackwells Capital LLC et al. regarding Walt Disney Co. In a letter dated March 22, 2024, addressed to Patrick Gadson, Partner at Vinson & Elkins LLP, the SEC outlined comments and requested clarifications on the materials filed on March 21, 2024. The SEC's comments focused on the need for Disney to confirm that future solicitations would clarify that Blackwells selected the peers for Disney's R&D spending comparisons. Additionally, the SEC requested that all statements of opinion or belief in the exhibits be clearly characterized as such and supported by a reasonable factual basis. The SEC reminded Disney of its responsibility for the accuracy and adequacy of its disclosures. Daniel Duchovny at the SEC is the point of contact for any further questions.