Form 8-K WALT DISNEY CO/ For: Dec 03
______________________________________________________________________
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):
December 3, 2018
__________
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)
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company | ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
________________________________________________________________________
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) On December 3, 2018, The Walt Disney Company (the “Company”) and Alan N. Braverman entered into an amendment (the “Amendment”) to the employment agreement by and between the Company and Mr. Braverman dated September 27, 2013 (the “Employment Agreement”). Previously, the Employment Agreement expired July 2, 2019. Pursuant to the Amendment, the Company and Mr. Braverman agreed to extend the term of the Employment Agreement to December 31, 2020. Additionally, the Amendment sets Mr. Braverman’s target long term equity incentive annual award value at 300% of base salary, up from the prior value of 225%.
A copy of the Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description of Exhibit | |
10.1 | ||
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: December 4, 2018
Exhibit 10.1
December 3, 2018
Mr. Alan N. Braverman
Senior Executive Vice President, General Counsel and
Secretary of The Walt Disney Company
500 South Buena Vista Street
Burbank, California 91521
Dear Mr. Braverman:
Reference is made to your employment agreement with The Walt Disney Company (the “Company”), dated September 27, 2013 (the “Agreement”), as amended, which is scheduled to expire on July 2, 2019. In connection therewith, you and the Company hereby agree to the following, effective on the date hereof:
1. The definition “Scheduled Expiration Date” in Section 5(e) of the Agreement is hereby amended to read “Scheduled Expiration Date means December 31, 2020.”
2. The second sentence of paragraph 3(c) is hereby amended to read “For each full fiscal year during the term hereof, Executive shall receive an annual award with a target accounting award value (which value shall be as determined in accordance with the policies and practices generally applicable to the Company’s executive officers) of 300% of Executive’s Base Salary as expected to be in effect at the end of such fiscal year; it being understood that the form of the award shall be determined by the Compensation Committee and such form shall be subject to the terms of the applicable plan or plans of the Company.”
Except as specified above, the Agreement shall otherwise continue in accordance with its terms. Defined terms used, but not defined, in this letter have the meanings ascribed thereto in the Agreement. If you agree that the foregoing sets forth our full understanding regarding the amendment of the Agreement, please evidence your agreement and acceptance by counter-signing two copies of this letter where indicated below, returning one executed copy to us.
THE WALT DISNEY COMPANY
/s/ M. Jayne Parker
Senior Executive Vice President and
Chief Human Resources Officer
Date: December 3, 2018
/s/ Alan N. Braverman
Alan N. Braverman
Date: December 3, 2018