Walt Disney Company 8-K 2005
SECURITIES AND EXCHANGE COMMISSION
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):
August 18, 2005
(State or other jurisdiction of incorporation)
(Registrants telephone number, including area code)
(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):
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On August 18, 2005, the Board of Directors of the Registrant amended the Registrants Bylaws to add a new Section 7 to Article V generally prohibiting repurchase of any equity securities of the Registrant at above-market prices from any holder of more than 2% of the Registrants voting securities unless the repurchase is pursuant to an offer made to all shareholders or is approved by a majority of shares cast by shareholders. The Bylaws of the Registrant as amended are set forth as Exhibit 3.1 to this report and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On August 18, 2005, the Board of Directors of the Registrant amended its Corporate Governance Guidelines so that any director who receives a withhold vote from a majority of the votes cast for his or her election will be required to submit to the Board a letter of resignation for consideration by the Boards Governance and Nominating Committee. The Committee would then make a recommendation regarding the resignation to the Board. The Corporate Governance Guidelines as amended are set forth on the Registrants Investor Relations website.
Item 9.01 Exhibits
Exhibit 3.1 Amended and Restated Bylaws of the Registrant, as amended August 18, 2005
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.