SEC Comment Letter 0000000000-23-001194 to Walt Disney Co (DIS) (CIK 0001744489) (DIS)
Walt Disney Co (DIS) (CIK 0001744489)
Date: Feb. 6, 2023 · CIK: 0001744489 · Accession: 0000000000-23-001194
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo February 6, 2023 Horacio E. Gutierrez, Esq. Senior Vice President, General Counsel and Secretary Walt Disney Company 500 South Buena Vista Street Burbank, CA 91521 Re:Walt Disney Co DEFA14A filed February 2, 2023 SEC File No. 1-38842 Dear Horacio E. Gutierrez: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. DEFA14A filed February 2, 2023 Press Release dated February 2, 2023, page 1 1.Disney's press release dated February 2, 2023 contains the following statement: "The Disney Board of Directors does not endorse Nelson Peltz (or his son Matthew, who is running as an alternate Mr. Peltz may swap in) as a nominee..." (emphasis added). As Disney's letter to shareholders of the same date recognizes, Trian's proxy statement contains qualifying language, consistent with the scope of discretionary authority under Rule 14a-4(c)(5), regarding the circumstances under which Matthew would be substituted for Nelson Peltz: "if he is unable to serve or for good cause will not serve." In future soliciting materials referencing Trian's alternate nominee Matthew Peltz, include the qualifying language concerning the circumstances for the substitution that you have included in the February 2, 2023 letter to shareholders. Please confirm your understanding in a response letter. We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
FirstName LastNameHoracio E. Gutierrez, Esq. Comapany NameWalt Disney Company February 6, 2023 Page 2 FirstName LastName Horacio E. Gutierrez, Esq. Walt Disney Company February 6, 2023 Page 2 Please direct any questions to Christina Chalk at (202) 551-3263. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions
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United States securities and exchange commission logo
February 6, 2023
Horacio E. Gutierrez, Esq.
Senior Vice President, General Counsel and Secretary
Walt Disney Company
500 South Buena Vista Street
Burbank, CA 91521
Re:Walt Disney Co
DEFA14A filed February 2, 2023
SEC File No. 1-38842
Dear Horacio E. Gutierrez:
We have reviewed your filing and have the following comment. In our comment, we may
ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comment applies to your facts
and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
DEFA14A filed February 2, 2023
Press Release dated February 2, 2023, page 1
1.Disney's press release dated February 2, 2023 contains the following statement: "The
Disney Board of Directors does not endorse Nelson Peltz (or his son Matthew, who is
running as an alternate Mr. Peltz may swap in) as a nominee..." (emphasis added). As
Disney's letter to shareholders of the same date recognizes, Trian's proxy statement
contains qualifying language, consistent with the scope of discretionary authority
under Rule 14a-4(c)(5), regarding the circumstances under which Matthew would be
substituted for Nelson Peltz: "if he is unable to serve or for good cause will not serve." In
future soliciting materials referencing Trian's alternate nominee Matthew Peltz, include
the qualifying language concerning the circumstances for the substitution that you have
included in the February 2, 2023 letter to shareholders. Please confirm your
understanding in a response letter.
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
FirstName LastNameHoracio E. Gutierrez, Esq.
Comapany NameWalt Disney Company
February 6, 2023 Page 2
FirstName LastName
Horacio E. Gutierrez, Esq.
Walt Disney Company
February 6, 2023
Page 2
Please direct any questions to Christina Chalk at (202) 551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions