8-K

________________________________________________________________________

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

FORM 8-K
CURRENT REPORT

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

Date of Report (Date of Earliest Event Reported):
March 3, 2016
__________

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


Delaware
(State or other jurisdiction of incorporation)
1-11605
(Commission File Number)
95-4545390
(IRS Employer Identification No.)

500 South Buena Vista Street
Burbank, California 91521
(Address of principal executive offices)(Zip Code)

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


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):

p
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
p
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
p
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
p
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 March 3, 2016, 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 15, 2016, 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 3, 2016 are as follows.

1.
 
Election of Directors:
 
For
 
Against
 
Abstentions
 
Broker
Non-Votes
 
 
Susan E. Arnold
 
1,127,767,300

 
27,422,463

 
3,191,661

 
262,345,938

 
 
John S. Chen
 
1,129,045,161

 
26,017,896

 
3,318,367

 
262,345,938

 
 
Jack Dorsey
 
1,088,342,127

 
66,592,325

 
3,446,972

 
262,345,938

 
 
Robert A. Iger
 
1,131,794,460

 
19,228,016

 
7,358,948

 
262,345,938

 
 
Maria Elena Lagomasino
 
1,100,963,334

 
54,082,899

 
3,335,191

 
262,345,938

 
 
Fred H. Langhammer
 
1,135,607,595

 
19,385,882

 
3,387,947

 
262,345,938

 
 
Aylwin B. Lewis
 
1,112,933,579

 
42,056,276

 
3,391,569

 
262,345,938

 
 
Robert W. Matschullat
 
1,142,211,286

 
12,638,159

 
3,531,979

 
262,345,938

 
 
Mark G. Parker
 
1,144,303,097

 
10,454,929

 
3,623,398

 
262,345,938

 
 
Sheryl K. Sandberg
 
1,151,260,869

 
3,984,207

 
3,136,348

 
262,345,938

 
 
Orin C. Smith
 
1,117,446,725

 
37,459,863

 
3,474,836

 
262,345,938


Under the Registrant’s Bylaws, each of the directors was elected, having received more votes “for” than “against.”

 
 
 
 
For
 
Against
 
Abstentions
 
 
2.
 
Ratification of PricewaterhouseCoopers LLP as registered public accountants
 
1,399,536,675

 
17,007,689

 
4,182,998

 
 

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.

 
 
 
 
For
 
Against
 
Abstentions
 
Broker
Non-Votes
3.
 
Approval of the advisory vote on executive compensation
 
980,202,960

 
171,065,961

 
7,112,503

 
262,345,938


Under the Registrant’s Bylaws, the proposal was approved, having received “for” votes from more than a majority of shares cast for, against or abstain.

 
 
 
 
For
 
Against
 
Abstentions
 
Broker
Non-Votes
4.
 
Approval of an Amendments to the Restated Certificate of Incorporation
 
1,147,221,565

 
6,110,464

 
5,049,395

 
262,345,938


Under the Registrant’s Certificate of Incorporation, the amendments to the Restated Certificate of Incorporation were approved having received “for” votes from more than two-thirds of the shares issued and outstanding as of the record date for the meeting.



 
 
 
 
For
 
Against
 
Abstentions
 
Broker
Non-Votes
5.
 
Shareholder proposal relating to simple majority vote
 
403,242,076

 
746,921,036

 
8,218,312

 
262,345,938


Under the Registrant’s Bylaws, the proposal failed, having received “for” votes from less than a majority of votes cast for, against or abstain

 
 
 
 
For
 
Against
 
Abstentions
 
Broker
Non-Votes
6.
 
Shareholder proposal relating to lobbying disclosure
 
313,603,896

 
670,462,804

 
174,314,724

 
262,345,938


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 9.01 Financial Statements and Exhibits

(c) Exhibits
3.1    Restated Certificate of Incorporation of the Registrant

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 4, 2016