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DIS > SEC Filings for DIS > Form 8-K on 20-Mar-2014All Recent SEC Filings

Show all filings for WALT DISNEY CO/

Form 8-K for WALT DISNEY CO/


20-Mar-2014

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Ma


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

(a) On March 18, 2014, the shareholders of the Registrant approved amendments to the Registrant's Restated Certificate of Incorporation at the Registrant's annual meeting of shareholders and the amendments became effective on that date following filing of the Restated Certificate of Incorporation as amended with the Delaware Secretary of State. The amendments to the Restated Certificate of Incorporation are set forth in the proxy statement dated January 24, 2014, for the Registrant's annual meeting in the section entitled "Approval of Amendments to the Restated Certificate of Incorporation," which is incorporated herein by reference. The Restated Certificate of Incorporation, as amended, is filed as Exhibit 3.1 to this report and the terms thereof are incorporated herein by reference.



Item 5.07 Submission of Matters to a Vote of Security Holders

(a-b) The final results of voting on each of the matters submitted to a vote of security holders during the Registrant's annual meeting of shareholders on March 18, 2014 are as follows.

                                                                               Broker
1.   Election of Directors:        For           Against     Abstentions     Non-Votes
     Susan E. Arnold          1,210,137,324    58,732,922      3,495,511    203,336,963
     John S. Chen             1,231,332,573    37,389,284      3,643,900    203,336,963
     Jack Dorsey              1,264,741,912     4,014,777      3,609,068    203,336,963
     Robert A. Iger           1,250,144,480    15,243,290      6,977,987    203,336,963
     Fred H. Langhammer       1,245,808,925    22,855,523      3,701,309    203,336,963
     Aylwin B. Lewis          1,224,681,102    44,052,968      3,631,687    203,336,963
     Monica C. Lozano         1,255,670,879    13,128,676      3,566,202    203,336,963
     Robert W. Matschullat    1,255,411,427    13,263,704      3,690,626    203,336,963
     Sheryl Sandberg          1,265,201,623     3,662,614      3,501,820    203,336,963
     Orin C. Smith            1,172,835,667    95,872,606      3,657,484    203,336,963

Under the Registrant's Bylaws, each of the directors was elected, having received more votes "for" than "against."

                                            For             Against          Abstentions
2.    Ratification of                 1,459,116,692         12,533,055         4,052,973
      PricewaterhouseCoopers LLP as
      registered public accountants

Under the Registrant's Bylaws, the selection of the auditors was ratified, having received "for" votes from more than a majority of shares cast for, against or abstain.

                                                                                           Broker
                                            For            Against       Abstentions      Non-Votes
3.    Approval of the advisory vote   1,017,952,744     245,524,837       8,888,176     203,336,963
      on executive compensation

Under the Registrant's Bylaws, the selection of the auditors was ratified, having received "for" votes from more than a majority of shares cast for, against or abstain.

                                                                                         Broker
                                            For           Against      Abstentions      Non-Votes
4.    Approval of an Amendment to     1,261,826,447     5,292,112       5,247,198     203,336,963
      the Restated Certificate of
      Incorporation


Under the Registrant's Certificate of Incorporation, the amendment to the Restated Certificate of Incorporation was approved having received "for " votes from a majority of the shares issued and outstanding as of the record date for the meeting.

                                                                                         Broker
                                           For           Against       Abstentions      Non-Votes
5.    Shareholder proposal relating   309,750,541     954,679,654       7,935,562     203,336,963
      to limiting accelerated
      executive pay

Under the Registrant's Bylaws, the proposal failed, having received "for" votes from less than a majority of votes cast for, against or abstain.



Item 8.01 Other Events.
On March 14, 2014 the Registrant replaced its existing $1.5 billion 364-Day Credit Agreement and its existing $2.25 billion Four-Year Credit Agreement, each of which supports the Registrant's commercial paper borrowings and is available for other general corporate purposes.

The new $1.5 billion 364-Day facility will expire on March 13, 2015 and replaces the Registrant's $1.5 billion 364-Day Credit Agreement (filed as Exhibit 10.1 to the Registrant's Form 8-K dated March 20, 2013), which expired on March 14, 2014. Under the new 364-Day facility, as with the former facility, the Registrant has the option to extend the maturity date of all or a portion of advances outstanding at the time of maturity for one year. The new $2.25 billion Five-Year facility will expire in March 2019 and replaces the Registrant's existing $2.25 billion Four-Year Credit Agreement (filed as Exhibit 10.1 to the Registrant's Form 8-K dated February 25, 2011), which was scheduled to expire on February 22, 2015.

Under both the new 364-Day facility and the new Five-Year facility, as with the respective former facilities, the Registrant has the option to borrow at LIBOR-based rates plus a spread, subject to a cap and a floor that vary with the Registrant's debt rating, depending on the credit default swap spread applicable to the Registrant's senior, unsecured, non-credit enhanced long-term debt. The remaining provisions of each new facility, including representations, warranties, covenants and events of default, are substantially similar to the provisions of the former facilities. In particular, each new facility contains only one financial covenant, relating to interest coverage, and specifically excludes certain entities, including Euro Disney, Hong Kong Disneyland and Shanghai Disney Resort, from any representations, covenants or events of default.

Copies of the new 364-Day Credit Agreement and the new Five-Year Credit Agreement are filed herewith as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits

(c) Exhibits

3.1    Restated Certificate of Incorporation of the Registrant
10.1    364 Day Credit Agreement dated as of March 14, 2014
10.2    Five-Year Credit Agreement dated as of March 14, 2014


Signatures 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

By: /s/ Roger J. Patterson
Roger J. Patterson
Associate General Counsel and Assistant Secretary Registered In-House Counsel

Dated: March 20, 2014

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