8-K 1 fy2014_q1x8kxamendedbylaws.htm FORM 8-K FY2014_Q1_8K_Amended Bylaws


Washington, D.C. 20549


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):
October 4, 2013

The Walt Disney Company
(Exact name of registrant as specified in its charter)

(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
500 South Buena Vista Street
Burbank, California
(Address of principal executive offices)
(Zip Code)

(818) 560-1000
(Registrant's telephone number, including area code)

Not applicable
(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

(a) On October 4, 2013, the Board of Directors of The Walt Disney Company (the “Company”) adopted an amendment to Article V, Section 1 of the Amended and Restated Bylaws of the Company to provide that from and after October 16, 2013, all shares of stock of the Company would be issued, recorded and transferred solely in uncertificated book entry form. The bylaws as amended provide that certificates for shares issued prior to October 16, 2013 will continue to be certificated, but upon transfer, reissued shares would be only in uncertificated form. The Board also adopted conforming amendments to Article V, Section 2 (regarding signatures on certificates), Article V, Section 3 (regarding lost certificates) and Article V, Section 4 (regarding transfers).
The foregoing description is qualified by reference to the terms of the Amended and Restated Bylaws of the Company, which are filed herewith as Exhibit 3.1 and are incorporated herein by reference.

Item 9.01 Exhibits

3.1    Amended and Restated Bylaws of the Company

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 
The Walt Disney Company
/s/ Roger J. Patterson
Roger J. Patterson
Associate General Counsel and Assistant Secretary
Registered In-House Counsel
Dated: October 8, 2013