WALT DISNEY (DIS)
Sector: Communication
2026 Annual Meeting Analysis
WALT DISNEY · Meeting: March 18, 2026
Directors FOR
3
Directors AGAINST
8
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of the eleven (11) Director nominees named in the proxy statement, each for a term of one year.
Against Analysis
Ms. Barra has served since 2017 and Disney's stock has badly trailed its disclosed peer group over both 3 and 5 years (roughly 69 percentage points behind over 3 years and over 116 percentage points behind over 5 years), well beyond the 35-point threshold that triggers an against vote under the policy, with no mitigating longer-term track record.
Ms. Chang joined the board in 2021, meaning her tenure fully covers the 3-year measurement window; Disney's stock lagged the company's own peer group by about 69 percentage points over 3 years (threshold is 35 points), and the 5-year record provides no relief, so the against vote stands.
Ms. Everson joined in 2022, so her tenure meaningfully overlaps the 3-year underperformance window; Disney's stock trailed its peer group by roughly 69 percentage points over 3 years (far beyond the 35-point trigger), and the 5-year comparison also fails the threshold, leaving no basis for a mitigant.
Mr. Froman has served since 2018 and his entire tenure covers the underperformance period; the ~69-point 3-year gap versus the peer group far exceeds the 35-point trigger, and the 5-year record (over 116 points behind peers) provides no mitigating relief.
The policy applies the same stock-performance test to executive directors as to independent directors; Mr. Iger rejoined the board in 2022, his tenure covers the full 3-year window, and Disney's stock lagged the peer group by approximately 69 percentage points over 3 years (threshold is 35 points) with no relief from the 5-year record — this against vote is based solely on the TSR trigger and is independent of the Say on Pay assessment.
Ms. Lagomasino has served since 2015 and Disney's stock has severely underperformed its own peer group over both 3 years (~69 points behind) and 5 years (~117 points behind), both well past the applicable thresholds, so the against vote applies with no mitigant available.
Mr. McDonald joined in 2021, so his tenure fully covers the 3-year measurement period; the ~69-point gap versus peers far exceeds the 35-point trigger, and the 5-year comparison also fails, providing no basis to downgrade the against vote.
Mr. Rice has served since 2019, his tenure fully overlaps the underperformance window, and the ~69-point 3-year gap versus the peer group (threshold: 35 points) along with a similarly severe 5-year shortfall both trigger an against vote with no available mitigant.
For Analysis
Mr. Darroch joined the board in 2024, which is within the 24-month window during which new directors are exempt from the stock-performance trigger under the policy, so a for vote is appropriate.
Mr. Gorman joined in 2024 and is within the 24-month exemption period for new directors, so the stock-performance trigger does not apply and a for vote is appropriate.
Mr. Williams is a first-time nominee who has never previously served on the Disney board, so he has no tenure overlap with the underperformance period and is exempt from the TSR trigger; his background as former Chief Operating Officer of Apple brings directly relevant technology, consumer products and DTC experience.
Nine of eleven director nominees receive an against vote due to Disney's severe stock underperformance versus its own disclosed peer group — a roughly 69-percentage-point gap over 3 years against a 35-point trigger threshold, with the 5-year record providing no relief. The two new directors (Darroch and Gorman, both joined 2024, within the 24-month exemption) and first-time nominee Williams receive for votes. The against vote on CEO Iger as a director is based solely on the TSR trigger and is independent of the Say on Pay assessment.
Say on Pay
✓ FORCEO
Robert A. Iger
Total Comp
$45,842,574
Prior Support
89%%
CEO Robert Iger received total compensation of approximately $45.8 million for fiscal 2025, which is high in absolute terms but consistent with a mega-cap ($178 billion market cap) media and entertainment company competing for world-class executive talent; 97% of his pay is variable and at risk, with performance-based stock awards comprising 60% of his equity grants and tied to 3-year relative TSR, adjusted EPS growth and return on invested capital — all genuine, multi-year performance hurdles. Critically, the proxy discloses that executives forfeited 100% of performance-based stock awards that vested in fiscal years 2023, 2024, and 2025 due to TSR underperformance, and the fiscal 2026 vesting batch also paid out below target, demonstrating that the incentive structure is functioning as intended and not paying above-benchmark variable pay despite poor stock performance. The program received 89% shareholder support at the 2025 annual meeting, well above the 70% threshold, the company has a robust clawback policy extending beyond Dodd-Frank requirements, and the pay mix and performance conditions meet the quality standards under the policy.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not include a clearly parsed auditor fee table in the provided text, so the non-audit fee ratio trigger cannot be confirmed; the tenure disclosure is also absent from the extracted sections, and the policy states that where tenure cannot be determined the vote defaults to for. PwC is a Big 4 firm appropriate for a company of Disney's size and complexity, and no material restatements attributable to audit failure are identified in the filing.
Stockholder Proposals
4 proposals submitted by shareholders
Proposal 4
Report on How the Employee Gift-Matching Program May Impact Risks Related to Religious Discrimination Against Employees
Bowyer Research is a conservative ideological advocacy organization, and under the policy any proposal from an ideological filer — regardless of how it is framed — is voted against because it serves political goals rather than the neutral fiduciary interests of all shareholders. Even setting aside the filer identity, the company's response credibly explains that the gift-matching program does not exclude religious organizations and that the specific language quoted in the proposal does not appear in the current program terms, undermining the factual premise of the request. A neutral fiduciary investor would not need this particular report given the company's rebuttal.
Proposal 5
Report on the Expected and Potential Return on Investment from Climate Commitments
The National Center for Public Policy Research is explicitly identified in the voting policy as an ideological conservative filer, which disqualifies the proposal from support regardless of its surface framing as a financial disclosure request. The supporting statement draws heavily on politically charged arguments about net-zero policy and cites partisan sources, confirming the ideological motivation. A neutral fiduciary investor would not frame a ROI disclosure request in this manner, and the vote is against.
Proposal 6
Adopt Cumulative Voting for Board Elections
The National Legal and Policy Center is a conservative ideological advocacy organization, and under the policy proposals from ideological filers are voted against regardless of how the proposal is framed. While cumulative voting can be a legitimate governance reform when proposed by neutral fiduciary investors, the policy's symmetry rule requires voting against proposals from ideological filers on either side of the political spectrum. The filer's identity disqualifies this proposal from support.
Proposal 7
Independent Review and Report on Accessibility and Disability Inclusion Practices
Erik G. Paul is an individual filer with no apparent track record as a governance-focused activist, so the proposal is evaluated purely on its merits. The company provides extensive, publicly available information about its accessibility programs, has a dedicated leadership structure overseeing disability inclusion, and already conducts ongoing reviews of these practices — the company's response is credible and detailed rather than dismissive. Without prior-year vote data suggesting broad shareholder concern, and given the company's substantive existing disclosure, the incremental value of a mandatory independent review does not clear the bar needed to support the proposal.
Overall Assessment
Disney's 2026 annual meeting ballot is dominated by director accountability concerns — nine of eleven nominees receive against votes under the policy's stock-performance trigger, as Disney's shares have trailed its own disclosed peer group by approximately 69 percentage points over 3 years (well past the 35-point threshold) with no relief from the 5-year record. The Say on Pay vote is supported because 97% of CEO pay is genuinely at risk, executives actually forfeited 100% of performance-based stock awards in fiscal years 2023–2025 due to poor TSR results, and the prior-year Say on Pay vote received 89% support; all four stockholder proposals are voted against, three due to ideological filer disqualification and one due to insufficient incremental value given existing company disclosure.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing