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2011 Proxy Statement

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2011 Proxy Statement January 28, 2011 Dear Fellow Shareholder, I am pleased to invite you to our 2011 Annual Meeting of shareholders, which will be held on Wednesday, March 23, 2011, at 10 a.m. at the Rose Wagner Performing Arts Center in Salt Lake City, Utah. At the meeting, we will be electing 13 members of our Board of Directors. We will also be consider- ing ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accountants, adoption of a new stock incentive plan, an advisory vote on executive compensation, an advisory vote on the frequency of votes on executive compensation and up to one shareholder proposal. You may vote your shares using the Internet or the telephone by following the instructions on page 77 of the proxy statement. Of course, you may also vote by returning a proxy card or vot- ing instruction form if you received a paper copy of this proxy statement. If you wish to attend the meeting in person, you will need to request an admission ticket in advance. You can request a ticket by following the instructions set forth on page 78 of the proxy statement. If you cannot attend the meeting, you can still listen to the meeting, which will be webcast and available on our Investor Relations website. Thank you very much for your continued interest in The Walt Disney Company. Sincerely, Robert A. Iger President and Chief Executive Officer The Walt Disney Company Notice of 2011 Annual Meeting and Proxy Statement 500 South Buena Vista Street Burbank, California 91521 January 28, 2011 Notice of Meeting The 2011 Annual Meeting of shareholders of The Walt Disney Company will be held at the Rose Wagner Performing Arts Center, 138 West Broadway, Salt Lake City, Utah on Wednesday, March 23, 2011, beginning at 10:00 a.m. The items of business are: 1. Election of the 13 nominees named in the proxy statement as Directors, each for a term of one year. 2. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for fiscal 2011. 3. Adoption of the Company’s 2011 Stock Incentive Plan. 4. Consideration of an advisory vote on executive compensation. 5. Consideration of an advisory vote on the frequency of votes on executive compensation. 6. Consideration of one shareholder proposal, if presented at the meeting. Shareholders of record of Disney common stock (NYSE: DIS) at the close of business on January 24, 2011, are entitled to vote at the meeting and any postponements or adjourn- ments of the meeting. A list of these shareholders is available at the offices of the Company in Burbank, California. Alan N. Braverman Senior Executive Vice President, General Counsel and Secretary Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on March 23, 2011 The proxy statement and annual report to shareholders and the means to vote by Internet are available at www.ProxyVote.com. Your Vote is Important Please vote as promptly as possible by using the Internet or telephone or by signing, dating and returning the Proxy Card mailed to those who receive paper copies of this proxy statement If you plan to attend the meeting, you must request an admission ticket in advance following the instructions set forth on page 78 of this proxy statement. Tickets will be issued to registered and beneficial owners and to one guest accompanying each registered or beneficial owner. Requests for admission tickets will be processed in the order in which they are received and must be requested no later than March 18, 2011. Please note that seating is limited and requests for tickets will be accepted on a first-come, first-served basis. On the day of the meeting, each shareholder will be required to present a valid picture identification such as a driver’s license or passport with their admission ticket. Seating will begin at 9:00 a.m. and the meeting will begin at 10:00 a.m. Cameras (including cell phones with photographic capabilities), recording devices and other electronic devices will not be permitted at the meeting. The Walt Disney Company Notice of 2011 Annual Meeting and Proxy Statement Table of Contents 1 Introduction 56 Items to Be Voted On 1 Corporate Governance and Board 56 Election of Directors Matters 63 Ratification of Appointment of 1 Corporate Governance Guidelines and Independent Registered Public Code of Ethics Accountants 1 Chairman of the Board 63 Approval of the 2011 Incentive Plan 2 Committees 73 Advisory Vote on Executive Compensation 4 The Board’s Role in Risk Oversight 74 Advisory Vote on Frequency of Votes on 4 Director Independence Executive Compensation 5 Director Selection Process 74 Shareholder Proposal 8 Board Compensation 77 Other Matters 12 Certain Relationships and Related 77 Information About Voting and the Person Transactions Meeting 13 Shareholder Communications 77 Shares Outstanding 14 Executive Compensation 77 Voting 14 Compensation Committee Report 78 Attendance at the Meeting 14 Compensation Discussion and Analysis 79 Other Information 33 Compensation Tables 79 Stock Ownership 54 Audit-Related Matters 80 Section 16(a) Beneficial Ownership 54 Audit Committee Report Reporting Compliance 55 Policy for Approval of Audit and 80 Electronic Availability of Proxy Permitted Non-audit Services Statement and Annual Report 55 Auditor Fees and Services 80 Reduce Duplicate Mailings 81 Proxy Solicitation Costs Annex A-1 2011 Stock Incentive Plan The Walt Disney Company Notice of 2011 Annual Meeting and Proxy Statement 500 South Buena Vista Street Burbank, California 91521 January 28, 2011 Introduction Corporate Governance Guidelines This proxy statement contains information and Code of Ethics relating to the annual meeting of share- The Board of Directors has adopted Corpo- holders of The Walt Disney Company to be rate Governance Guidelines, which set held on Wednesday, March 23, 2011, forth a flexible framework within which the beginning at 10:00 a.m. local time, at the Board, assisted by its Committees, directs Rose Wagner Performing Arts Center, 138 the affairs of the Company. The Guidelines West Broadway, Salt Lake City, Utah. On address, among other things, the or about January 28, 2011, we began mail- composition and functions of the Board of ing a notice containing instructions on Directors, director independence, stock how to access this proxy statement and ownership by and compensation of Direc- our annual report online and we began tors, management succession and review, mailing a full set of the proxy materials to Board Committees and selection of new shareholders who had previously Directors. requested delivery of the materials in paper copy. For information on how to The Company has Standards of Business vote your shares, see the instructions Conduct, which are applicable to all included on the proxy card or instruction employees of the Company, including the form and under “Information About Voting principal executive officer, the principal and the Meeting” on page 77. financial officer and the principal account- Corporate Governance and ing officer. The Board has a separate Code of Business Conduct and Ethics for Direc- Board Matters tors, which contains provisions specifically There are currently 13 members of the applicable to Directors. Board of Directors: The Corporate Governance Guidelines, the Susan E. Arnold Aylwin B. Lewis Standards of Business Conduct and the John E. Bryson Monica C. Lozano Code of Business Conduct and Ethics for John S. Chen Robert W. Matschullat Directors are available on the Company’s Judith L. Estrin John E. Pepper, Jr. Robert A. Iger Sheryl K. Sandberg Investor Relations website under the Steven P. Jobs Orin C. Smith “Corporate Governance” heading at Fred H. Langhammer www.disney.com/investors and in print to any shareholder who requests them from The Board met eight times during fiscal the Company’s Secretary. If the Company 2010. Each Director other than Mr. Jobs amends or waives the Code of Business attended at least 75% of all of the meet- Conduct and Ethics for Directors, or the ings of the Board and Committees on Standards of Business Conduct with which he or she served. As was the case respect to the chief executive officer, last year, Mr. Jobs’ ability to attend Board principal financial officer or principal meetings was influenced by health accounting officer, it will post the amend- considerations. All but one of our Direc- ment or waiver at the same location on its tors attended the Company’s 2010 annual website. shareholders meeting. Under the Compa- ny’s Corporate Governance Guidelines, Chairman of the Board each Director is expected to dedicate sufficient time, energy and attention to John Pepper became non-executive Chair- ensure the diligent performance of his or man of the Board effective January 1, 2007. her duties, including by attending annual The Chairman of the Board organizes and special meetings of the shareholders Board activities to enable the Board to of the Company, the Board and Commit- effectively provide guidance to and over- tees of which he or she is a member. sight and accountability of management. 1 The Walt Disney Company Notice of 2011 Annual Meeting and Proxy Statement To fulfill that role, the Chairman, among • Working with the Governance and Nomi- other things: creates and maintains an nating Committee to develop and main- effective working relationship with the tain the agreed-on definitions of the role Chief Executive Officer and other mem- of the Board and the organization, proc- bers of management and with the other esses and governance guidelines members of the Board; provides the Chief necessary to carry it out; Executive Officer ongoing direction as to Board needs, interests and opinions; and • After consulting with other Board assures that the Board agenda is members and the chief executive officer, appropriately directed to the matters of making recommendations to the Gover- greatest importance to the Company.
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