UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

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☐ Definitive Proxy Statement

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☐ Soliciting Material under §240.14a-12

The Walt Disney Company
(Name of Registrant as Specified In Its Charter)

Blackwells Capital LLC
Blackwells Onshore I LLC
Jason Aintabi
Craig Hatkoff
Leah Solivan
Jessica Schell
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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From time to time, Blackwells Capital LLC and/or the other participants in its solicitation may make certain posts regarding the campaign and/or reshare posts to their respective social media pages, including each of their X (formerly known as Twitter) pages, LinkedIn pages, Instagram pages, YouTube pages and/or Facebook pages. A copy of the posts are attached hereto as Exhibit 1 and Exhibit 2.

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Certain Information Concerning Participants

Blackwells Onshore I LLC, Blackwells Capital LLC, Jason Aintabi, Craig Hatkoff, Jessica Schell and Leah Solivan (collectively, the “Participants”) are participants in the solicitation of proxies from the shareholders of the Company for the 2024 Annual Meeting of Shareholders (the “Annual Meeting”). On February 6, 2024, the Participants filed with the U.S. Securities and Exchange Commission (the “SEC”) their definitive proxy statement and accompanying GREEN Proxy Card in connection with their solicitation of proxies from the shareholders of the Company for the Annual Meeting. ALL SHAREHOLDERS OF THE COMPANY ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT, THE ACCOMPANYING GREEN PROXY CARD AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY THE PARTICIPANTS, AS THEY CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS AND THEIR DIRECT OR INDIRECT INTERESTS IN THE COMPANY, BY SECURITY HOLDINGS OR OTHERWISE. The definitive proxy statement and an accompanying GREEN proxy card will be furnished to some or all of the Company’s shareholders and are, along with other relevant documents, publicly available at no charge on the SEC’s website at http://www.sec.gov/. In addition, the Participants will provide copies of the definitive proxy statement without charge, when available, upon request. Requests for copies should be directed to Blackwells Onshore I LLC.

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Exhibit 1

 

It doesn't matter how you look at it. Trian’s investment track record — from the day they purchase to the day they sell their investments — is completely underwhelming.

From 2019 to 2023, Trian’s cumulative return in its investment fund was 59% (the S&P 500 was 87%, by comparison).

Trian underperformed the S&P 500 by more than 4% annually over the last five years, with 9.7% annualized returns for Trian vs. 14% annualized returns for the S&P 500 during the same period.

Will Disney be the next case study of Mr. Peltz's board failures?

#thefutureofdisney #disneydeservesthebest

Exhibit 2

Nelson Peltz has moved the goalposts.

Trian doesn't dispute that of the 22 instances that Nelson Peltz or Trian joined company boards, 70% of those companies underperformed the S&P 500 during Trian’s board tenure.

But now, Trian is urging critics to "measure performance from the time of Trian’s involvement through Nelson Peltz’s board tenure and beyond" — not just the time between when Mr. Peltz joined and left boards.

Trian used to brag about the same methodology it now dismisses. Is Trian moving the goalposts to obscure its negative share price impact during its Board tenures?

#thefutureofdisney #disneydeservesthebest