Egan Jones Proxy Services Report

With data from the CompanyIQ® SEC EDGAR database, Egan-Jones analyzed TWDC.

On March 4, 2019, The Walt Disney Company (the “Company”) and Robert A. Iger entered into an amendment to Mr. Iger’s employment agreement with the Company (the “Amendment”). The Amendment reduces by $13,500,000 the annual total compensation opportunities that the Company would have made available to Mr. Iger upon the closing (the “Transaction Closing Date”) of the transaction (the “Transaction”) contemplated by the Agreement and Plan of Merger, dated December 13, 2017, among Twenty-First Century

Fox, Inc., the Company, TWC Merger Enterprises 2 Corp., and TWC Merger Enterprises 1, LLC (the “Transaction Agreement”), as follows: (a) eliminates the annual base salary increase of $500,000 on the Transaction Closing Date, and instead maintains annual base salary at the level currently in effect of $3,000,000; (b) eliminates the annualized $8,000,000 increase in Mr. Iger’s annual target bonus opportunity following the Transition Closing Date, and instead maintains annual target bonus opportunity at the level currently in effect of

$12,000,000; and (c) decreases by $5,000,000 the annual target long-term incentive award opportunity that would have been made available to Mr. Iger for periods following the Transaction Closing Date to $20,000,000.

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