WALT DISNEY (DIS)
Sector: Communication
2026 Annual Meeting Analysis
WALT DISNEY · Meeting: March 18, 2026
Directors FOR
3
Directors AGAINST
8
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of the eleven (11) Director nominees named in the proxy statement, each for a term of one year.
Against Analysis
Ms. Barra has served since 2017, giving her full tenure overlap with the 3-year underperformance period; Disney's stock returned only +0.7% over three years while the company-disclosed peer group returned a median of +68.5%, a gap of -67.8 percentage points that far exceeds the 35-point trigger for directors with low-positive absolute returns, and the 5-year picture is worse (-47.9% for DIS vs. +56.7% peer median, a gap of -104.6pp which also exceeds the threshold), so the 5-year mitigant does not apply.
Ms. Chang joined in 2021 and has served well beyond the 24-month new-director exemption, giving her meaningful tenure overlap with the underperformance period; the 3-year peer gap of -67.8 percentage points far exceeds the 35-point policy threshold, and the 5-year data (-104.6pp gap) confirms this is sustained underperformance rather than a transient dip, so the 5-year mitigant does not apply.
Ms. Everson joined in 2022 and has now served more than 24 months, bringing her within the scope of the TSR trigger; the 3-year peer gap of -67.8 percentage points far exceeds the 35-point threshold, and the 5-year comparison also shows a gap of -104.6pp, confirming sustained underperformance that disqualifies the 5-year mitigant.
Mr. Froman has served since 2018 with full overlap over the 3-year underperformance period; the peer group gap of -67.8 percentage points far exceeds the 35-point policy trigger, and the 5-year gap of -104.6pp means the 5-year mitigant does not apply, indicating persistent long-term underperformance on his watch.
As CEO and an executive director, Mr. Iger is subject to the same TSR trigger as all other board members under our policy, independent of the Say on Pay vote; he rejoined the board in 2022 and has now served more than 24 months, giving him meaningful tenure overlap with the underperformance period, and the 3-year peer gap of -67.8pp far exceeds the 35-point threshold — the 5-year gap of -104.6pp also exceeds the threshold, so the 5-year mitigant does not apply.
Ms. Lagomasino has served since 2015, giving her the longest tenure overlap with the underperformance period of any director on the slate; the 3-year peer gap of -67.8pp far exceeds the 35-point trigger, and the 5-year gap of -104.6pp confirms sustained underperformance, so the 5-year mitigant does not rescue a FOR vote.
Mr. McDonald joined in 2021 and has served well beyond the 24-month exemption window; the 3-year peer gap of -67.8pp exceeds the 35-point policy threshold, and the 5-year gap of -104.6pp means the 5-year mitigant does not apply, indicating this is not a transient underperformance episode.
Mr. Rice has served since 2019, covering the full 3-year underperformance period; Disney's stock trailed the company-disclosed peer group by -67.8 percentage points over three years, far exceeding the 35-point trigger, and the 5-year gap of -104.6pp also exceeds the threshold, confirming that sustained underperformance warrants an AGAINST vote.
For Analysis
Mr. Darroch joined the board in 2024 and has served less than 24 months, making him exempt from the TSR underperformance trigger under our policy; he brings relevant media and entertainment expertise as former CEO of Sky, and there are no overboarding, attendance, independence, or qualification concerns.
Mr. Gorman joined the board in 2024 and has served less than 24 months, placing him within the new-director exemption from the TSR trigger; he brings strong financial, strategic transformation, and succession planning credentials, and there are no overboarding, attendance, independence, or qualification concerns.
Mr. Williams is a new nominee standing for election for the first time and has no prior board tenure at Disney, making him fully exempt from the TSR underperformance trigger; his background as former COO of Apple brings directly relevant experience in technology, consumer products, and direct-to-consumer strategy, and there are no overboarding, independence, or qualification concerns.
Eight of eleven director nominees receive an AGAINST vote due to Disney's severe 3-year TSR underperformance versus its company-disclosed peer group: Disney returned +0.7% while the peer median returned +68.5%, a gap of -67.8 percentage points that far exceeds the 35-point policy trigger for directors with low-positive absolute returns. The 5-year picture is even worse (-104.6pp gap), so the 5-year mitigant that could downgrade AGAINST votes to FOR does not apply. Three nominees — Jeremy Darroch, James Gorman, and Jeffrey Williams — receive FOR votes because each joined within the past 24 months (Darroch and Gorman) or is a first-time nominee (Williams) and therefore qualifies for the new-director exemption.
Say on Pay
✓ FORCEO
Robert A. Iger
Total Comp
$45,842,574
Prior Support
89%%
Disney's CEO pay program is structured with 97% of Mr. Iger's total target compensation classified as variable or at-risk — well above the 50-60% minimum required by our policy — with performance-based stock awards (tied to 3-year relative TSR, adjusted EPS growth, and return on invested capital) comprising 60% of the long-term equity award and stock options comprising most of the remainder, meaning pay is genuinely tied to outcomes rather than guaranteed. Critically, the pay-for-performance alignment check works in the program's favor here: executives have actually forfeited 100% of performance-based stock awards vested in fiscal years 2023, 2024, and 2025 due to TSR underperformance, and awards vesting in fiscal 2026 will also pay out below target — demonstrating that the incentive structure is functioning as designed and executive outcomes are tracking shareholder experience. Prior-year support was 89%, well above the 70% threshold that would require visible remediation, and the compensation committee has made continued enhancements including tightening performance targets and narrowing payout ranges, further supporting a FOR vote.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing text provided does not include a fee table with specific audit and non-audit fee figures or a disclosure of PwC's tenure as auditor, so neither the non-audit fee ratio trigger nor the tenure trigger can be confirmed; per our policy, when tenure is not determinable we vote FOR and note the absence of tenure disclosure as a minor negative factor, and PwC is a Big 4 firm fully appropriate for a company of Disney's size and complexity.
Stockholder Proposals
4 proposals submitted by shareholders
Proposal 4
Report on How the Employee Gift-Matching Program May Impact Risks Related to Religious Discrimination Against Employees
Bowyer Research is a conservative ideological advocacy organization, and under our policy any proposal from an ideological filer — whether conservative or progressive — is voted AGAINST regardless of how the ask is framed, because such proposals serve political or social advocacy goals rather than the neutral fiduciary interests of all shareholders. Even setting aside the filer identity, the company's opposition statement credibly asserts that the premise of the proposal is factually inaccurate — the current matching gifts program does not exclude religious charities and the quoted policy language cited in the proposal does not appear in the actual program terms — making the requested report unnecessary. There is no prior-year vote history on this proposal to indicate significant shareholder concern.
Proposal 5
Report on the Expected and Potential Return on Investment from Climate Commitments
The National Center for Public Policy Research (NCPPR) is a conservative ideological advocacy organization with a long record of filing politically motivated shareholder proposals, and under our policy such filers are voted AGAINST regardless of how the proposal is framed. The supporting statement makes this motivation clear by citing Trump administration energy officials and arguing against the scientific basis for climate action, signaling that the proposal is advocacy rather than a genuine request for financial transparency. There is no prior-year vote history on this specific proposal to indicate broad shareholder concern.
Proposal 6
Adopt Cumulative Voting for Board Elections
The National Legal and Policy Center is a conservative ideological advocacy organization, and under our policy proposals from ideological filers on either end of the political spectrum are voted AGAINST because they serve advocacy rather than neutral shareholder interests. While cumulative voting is a legitimate governance topic that we would evaluate on the merits if submitted by a credible non-ideological filer, the filer identity here disqualifies the proposal from support under our framework. There is no prior-year vote history on this proposal, and Disney already has in place a majority voting standard in uncontested elections — a widely accepted governance practice — along with proxy access and special meeting rights.
Proposal 7
Independent Review and Report on Accessibility and Disability Inclusion Practices
Erik G. Paul is an individual filer with no known history of governance-focused shareholder advocacy, so we evaluate this proposal purely on its merits rather than giving it the deference accorded to established governance activists or institutional pension funds. While the ask — an independent review of accessibility and disability inclusion practices — is styled as a disclosure or transparency request (a type of proposal with a lower bar for support), the company credibly responds that it already conducts ongoing internal reviews of these practices, provides detailed public information on its accessibility programs, and has strong governance oversight of inclusion and risk management in this area, making the incremental value of a mandated independent report low. The proposal's supporting statement also contains factual inaccuracies flagged by Disney in its no-action request, which weakens the case for shareholder concern, and there is no prior-year vote history indicating broad investor support.
Actual Vote Results
Meeting held March 18, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Jeffrey E. Williams | 99.6% | 1.3B | 5.7M | ✓ Elected |
| D. Jeremy Darroch | 99.4% | 1.3B | 7.6M | ✓ Elected |
| James P. Gorman | 99.3% | 1.3B | 9.3M | ✓ Elected |
| Calvin R. McDonald | 99.2% | 1.3B | 10.7M | ✓ Elected |
| Carolyn N. Everson | 99.0% | 1.3B | 12.9M | ✓ Elected |
| Robert A. Iger | 98.6% | 1.3B | 17.5M | ✓ Elected |
| Amy L. Chang | 98.3% | 1.3B | 21.4M | ✓ Elected |
| Michael B.G. Froman | 98.2% | 1.3B | 23.2M | ✓ Elected |
| Mary T. Barra | 97.8% | 1.2B | 28.2M | ✓ Elected |
| Derica W. Rice | 97.2% | 1.2B | 35.3M | ✓ Elected |
| Maria Elena Lagomasino | 93.1% | 1.2B | 87.4M | ✓ Elected |
Say on Pay
For 1.1B · Against 181.8M · Abstain 3.1M
Auditor Ratification
For 1.4B · Against 99.4M · Abstain 1.9M
Other Proposals
Proposal 4
Shareholder proposal requesting a report on how the employee gift-matching program may impact risks related to religious discrimination against employees
Proposal 5
Shareholder proposal requesting a report on the expected and potential return on investment from climate commitments
Proposal 6
Shareholder proposal requesting adoption of cumulative voting for Board elections
Proposal 7
Shareholder proposal requesting an independent review and report on accessibility and disability inclusion practices
Overall Assessment
Disney's 2026 annual meeting ballot presents a mixed picture: the Say on Pay vote earns a FOR because the compensation program is genuinely performance-based and executives have actually forfeited the vast majority of their equity awards due to TSR underperformance, demonstrating that pay and shareholder outcomes are aligned. However, eight of eleven director nominees receive AGAINST votes because Disney's stock has lagged its company-disclosed peer group by nearly 68 percentage points over the past three years with no 5-year recovery to apply the mitigant, while all four shareholder proposals are voted AGAINST — three because they were submitted by conservative ideological advocacy organizations and one because the company has credibly addressed the underlying concern.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing