The Walt Disney Company (NYSE:DIS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangement of Certain Officers
Restated Employment Agreement with Robert A. Iger dated as of
October 6, 2011, as previously amended (the Agreement), to extend
the period during which Mr. Iger would remain employed with the
Company and serve as Chairman and Chief Executive Officer from
June 30, 2018 to July 2, 2019. Except as described below, the
remaining terms of the Agreement remain unchanged.
extended employment period will be determined on the same basis
as his annual compensation for fiscal 2016. Specifically, in
addition to his annual salary, which remains unchanged, the
amendment states that the target annual incentive under the
Companys Management Incentive Bonus Program and the target equity
award value for fiscal year 2019 will be the same as those that
apply for fiscal year 2016. The terms of any equity grants made
for fiscal 2019 will be on the same terms and conditions as would
have applied to the grants made in fiscal 2018.
until July 2, 2019 (the Expiration Date), Mr. Iger will receive a
cash bonus of five million dollars in addition to an award for
fiscal 2019 under the Companys Management Incentive Bonus Program
as described above. Following the termination of his employment
at the Expiration Date, to enable the Company to have access to
Mr. Igers unique skills, knowledge and experience with regard to
the media and entertainment business, Mr. Iger will serve as a
consultant to the Company for a period of three years following
the Expiration Date (the Consulting Period). In this capacity,
Mr. Iger will provide assistance, up to certain specified monthly
and annual maximum time commitments, on such matters as his
successor as Chief Executive Officer may request from time to
time. In consideration of his consulting services, Mr. Iger will
receive a quarterly fee of $500,000 for each of the first 8
quarters during the Consulting Period and $250,000 for each of
the last four quarters of the Consulting Period. For the three
years following termination of employment, the Company will also
provide Mr. Iger with the same security services (other than the
personal use of a Company provided aircraft) as it has made
available to him as Chief Executive Officer.
other than due to his voluntary resignation or a termination by
the Company for cause, generally subject to the conditions
otherwise applicable under such Agreement to the provision of
certain conditional benefits, the Company will be obligated to
provide him the compensation described above, and Mr. Igers
consulting obligations to the Company will commence at the date
of such termination.
an additional cash retention bonus (the Growth Incentive
Retention Bonus) tied to the Companys cumulative adjusted
operating income over the five-year period ending at the end of
fiscal year 2018 (COI). The terms of the Growth Incentive
Retention Bonus reserved to the Board the right to make
adjustments in respect of COI to the extent that acquisitions and
divestitures would affect the award opportunity presented or
could otherwise create an unintended incentive or disincentive
with respect to Mr. Igers decisions in regard to the operations
of the Company (the Adjustment Provision). The Company has made
several acquisitions since granting the Growth Incentive
Retention Bonus, and has made
in Hulu, that have had, and are projected to continue to have,
a net adverse impact on COI over the applicable performance
period.
commitments to Hulu, was reviewed by the Board and the
Compensation Committee in connection with the discussions
regarding the extension of Mr. Igers employment. While the
additional commitments to Hulu did not literally result in an
acquisition of any additional asset, the Compensation Committee
and the Board have concluded that the decisions regarding such
commitments presented the same disincentives as were intended
to be addressed by the Adjustment Provision. Accordingly, the
Compensation Committee and the Board have determined that the
Agreement should be interpreted such that the Adjustment
Provision applies to such Hulu commitments in the same manner
as it applies to acquisitions of new interests in third party
businesses and has determined that it will make such
adjustments as it deems appropriate in respect of the
applicable acquisitions and the Hulu commitments.
10.1 to this Report and is incorporated herein by reference.
|
Exhibit 10.1
|
Amendment dated March 22, 2017 to the Amended and
Restated Employment Agreement, dated as of October 6, 2011, between the Company and Robert A. Iger. |
About The Walt Disney Company (NYSE:DIS)
The Walt Disney Company is an entertainment company. The Company operates in four business segments: Media Networks, Parks and Resorts, Studio Entertainment, and Consumer Products & Interactive Media. The media networks segment includes cable and broadcast television networks, television production and distribution operations, domestic television stations, and radio networks and stations. Under the Parks and Resorts segment, the Company’s Walt Disney Imagineering unit designs and develops new theme park concepts and attractions, as well as resort properties. The studio entertainment segment produces and acquires live-action and animated motion pictures, direct-to-video content, musical recordings and live stage plays. It also develops and publishes games, primarily for mobile platforms, books, magazines and comic books. The Company distributes merchandise directly through retail, online and wholesale businesses. Its cable networks consist of ESPN, the Disney Channels and Freeform. The Walt Disney Company (NYSE:DIS) Recent Trading Information
The Walt Disney Company (NYSE:DIS) closed its last trading session up +0.61 at 112.69 with 5,044,710 shares trading hands.
