Document

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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 8, 2017
__________

The Walt Disney Company
(Exact name of registrant as specified in its charter)


Delaware
(State or other jurisdiction of incorporation)
1-11605
(Commission File Number)
95-4545390
(IRS Employer Identification No.)

500 South Buena Vista Street
Burbank, California 91521
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (818) 560-1000


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):

p
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
p
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
p
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
p
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07 Submission of Matters to a Vote of Security Holders

(a-b) The final results of voting on each of the matters submitted to a vote of security holders during the Registrant’s annual meeting of shareholders on March 8, 2017 are as follows.

1.
 
Election of Directors:
 
For
 
Against
 
Abstentions
 
Broker
Non-Votes
 
 
Susan E. Arnold
 
1,045,272,268

 
29,950,976

 
2,068,391

 
270,155,246

 
 
John S. Chen
 
983,026,137

 
92,059,853

 
2,205,645

 
270,155,246

 
 
Jack Dorsey
 
999,232,887

 
75,101,566

 
2,957,182

 
270,155,246

 
 
Robert A. Iger
 
1,028,731,216

 
40,881,637

 
7,678,782

 
270,155,246

 
 
Maria Elena Lagomasino
 
1,029,931,053

 
45,164,772

 
2,195,810

 
270,155,246

 
 
Fred H. Langhammer
 
1,050,691,013

 
24,278,463

 
2,322,159

 
270,155,246

 
 
Aylwin B. Lewis
 
979,088,899

 
95,878,139

 
2,324,597

 
270,155,246

 
 
Robert W. Matschullat
 
1,053,621,158

 
21,326,400

 
2,344,077

 
270,155,246

 
 
Mark G. Parker
 
1,061,942,316

 
13,062,061

 
2,287,258

 
270,155,246

 
 
Sheryl K. Sandberg
 
1,066,440,575

 
8,817,874

 
2,033,186

 
270,155,246

 
 
Orin C. Smith
 
1,029,608,852

 
45,371,690

 
2,311,093

 
270,155,246


Under the Registrant’s Bylaws, each of the directors was elected, having received more votes “for” than “against.”

 
 
 
 
For
 
Against
 
Abstentions
 
 
2.
 
Ratification of PricewaterhouseCoopers LLP as registered public accountants
 
1,323,422,822

 
20,802,168

 
3,221,891

 
 

Under the Registrant’s Bylaws, the selection of the auditors was ratified, having received “for” votes from more than a majority of shares cast for, against or abstain.

 
 
 
 
For
 
Against
 
Abstentions
 
Broker
Non-Votes
3.
 
Approval of the advisory vote on executive compensation
 
900,491,165

 
171,054,086

 
5,746,384

 
270,155,246


Under the Registrant’s Bylaws, the proposal was approved, having received “for” votes from more than a majority of shares cast for, against or abstain.

 
 
 
 
One Year
 
Two Years
 
Three Years
 
Abstentions
 
Broker
Non-Votes
4.
 
Advisory vote on the frequency of votes on executive compensation
 
986,170,659

 
5,070,903

 
81,751,123

 
4,298,950

 
270,155,246


Under the Registrant’s Bylaws, the proposal to hold advisory votes every year was approved, having received more than a majority of shares cast for one of the three options or abstain.
 
 
 
 
For
 
Against
 
Abstentions
 
Broker
Non-Votes
5.
 
Shareholder proposal relating to lobbying disclosures
 
347,350,728

 
595,616,916

 
134,323,991

 
270,155,246


Under the Registrant’s Bylaws, the proposal failed, having received “for” votes from less than a majority of votes cast for, against or abstain




 
 
 
 
For
 
Against
 
Abstentions
 
Broker
Non-Votes
6.
 
Shareholder proposal relating to changes to proxy access bylaws
 
287,787,051

 
780,423,130

 
9,081,454

 
270,155,246


Under the Registrant’s Bylaws, the proposal failed, having received “for” votes from less than a majority of votes cast for, against or abstain.

(d)
On March 8, 2017, following the Registrant’s annual meeting of shareholders, the Board adopted a resolution providing that an advisory vote on executive compensation would be held annually until the next required vote on the frequency of such votes.

Item 8.01 Other Events

On March 10, 2017 the Registrant entered into a new $2.5 billion 364-Day Credit Agreement with a syndicate of lenders to support commercial paper borrowings and for other general corporate purposes. The new facility will expire on March 9, 2018 and replaces the Registrant’s $1.5 billion 364-Day Credit Agreement (filed as Exhibit 10.1 to the Registrant’s Form 8-K dated March 14, 2016), which expired on March 10, 2017. Under the new 364-Day facility, as with the former facility, the Registrant has the option to extend the maturity date of all or a portion of advances outstanding at the time of maturity for one year. The Registrant has the option to borrow at LIBOR-based rates plus a spread, subject to a cap and a floor that vary with the Registrant’s debt rating, depending on the credit default swap spread applicable to the Registrant’s senior, unsecured debt. The remaining provisions of the new facility, including representations, warranties, covenants and events of default, are also substantially similar to the provisions of the former 364-Day facility. In particular, the new facility contains only one financial covenant, relating to interest coverage, and specifically excludes certain entities, including Euro Disney, Hong Kong Disneyland and Shanghai Disney Resort, from any representations, covenants or events of default.

A copy of the new 364-Day Credit Agreement is filed herewith as Exhibit 10.1 and is incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits

(c) Exhibits
10.1    364 Day Credit Agreement dated as of March 10, 2017

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. 
 
 
 
 
 
 
The Walt Disney Company
 
 
 
 
By:
 
/s/ Roger J. Patterson
 
 
 
Roger J. Patterson
 
 
 
Associate General Counsel and Assistant Secretary
 
 
 
Registered In-House Counsel
 
Dated: March 13, 2017