THE WALT DISNEY COMPANY | Adopt Cumulative Voting for Board Elections at THE WALT DISNEY COMPANY

Status
Filed
AGM date
Previous AGM date
Proposal number
6
Resolution details
Company ticker
DIS
Lead filer
National Legal and Policy Center
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Consumer Discretionary
Company HQ country
United States
Resolved clause
Shareholders recommend the Board of Directors take the steps necessary to adopt cumulative voting in the election of directors at The Walt Disney Company (“Disney”). This could include amending the certificate of incorporation, bylaws and/or other applicable documents as needed to state that, in any election of directors, each shareholder shall be entitled to a number of votes equal to the number of shares owned multiplied by the number of directors to be elected, and that shareholders may allocate such votes among one or more nominees at their discretion, as permitted by applicable law
Supporting statement
Cumulative voting is a straightforward, widely understood mechanism that strengthens board accountability to all owners, especially long-term minority shareholders, without dictating outcomes or interfering with ordinary business operations. Expert perspectives substantiate our position: • Institutional Shareholder Services recommends shareholders “generally vote against management proposals to eliminate cumulate voting, and for shareholder proposals to restore or provide for cumulative voting.” • The International Finance Corporation, a member of the World Bank Group, identifies “effective representation of minority shareholders through cumulative voting” as an important factor in successful corporate governance. • The G20/OECD Principles of Corporate Governance states that “other common provisions to protect minority shareholders, which have proven effective, include pre-emptive rights in relation to share issues, qualified majorities for certain shareholder decisions and the possibility to use cumulative voting in electing members of the board.” • The Securities and Exchange Commission says “Cumulative voting is a type of voting system that helps strengthen the ability of minority shareholders to elect a director.” The broader board reform movement has gained widespread support: • The SEC adopted rules mandating a universal proxy card in 2021. The new rules made it much easier for outside investors to mount proxy campaigns. • According to Lazard’s Review of Shareholder Activism - H1 2025, board change remains the most prominent activist demand. • Ernst & Young noted in its review of the 2025 proxy season that “average support for [governance] proposals jumped from 31% in 2023 to 42% [in 2025]. Further, two-thirds of the proposals exceeded 30% support — the level at which most boards take notice.” • According to expert analysis published by the Harvard Law School Forum on Corporate Governance, “Proposals requesting the declassification of boards of directors: 24 submitted and 14 voted, with average support of 77.9% (86% passing), compared to 10 submitted and seven voted, with average support of 63% (86% passing) in 2024.” Cumulative voting is a potential application of board reform that realigns shareholders’ voting power with their economic investment. This reform could enhance
shareholder representation and strengthen accountability without disrupting operations.

1 https://www.issgovernance.com/file/policy/active/americas/US-Voting-Guidelines.pdf
2 https://www.ifc.org/content/dam/ifc/doc/2023/IFC-CG-Progression-Matrix-Listed-Companies-042219.pdf
3 https://www.oecd.org/content/dam/oecd/en/publications/reports/2015/11/g20-oecd-principles-of-corporate-governance_g1g56c3d/9789264236882-en.pdf
4 https://www.investor.gov/introduction-investing/investing-basics/glossary/cumulative-voting
5 https://www.sec.gov/newsroom/press-releases/2021-235
6 https://www.gibsondunn.com/sec-adopts-rules-mandating-use-of-universal-proxy-card/
7 https://www.lazard.com/research-insights/review-of-shareholder-activism-h1-2025/
8 https://www.ey.com/content/dam/ey-unified-site/ey-com/en-us/campaigns/board-matters/documents/ey-five-top-takeaways-from-the-2024-proxy-season.pdf
9 https://corpgov.law.harvard.edu/2025/07/22/proxy-season-highlights-shareholder-and-management-proposals/

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