Walt Disney Company (DIS)

The affirmative vote of the holders of a majority of shares represented in person or by proxy and entitled to vote on the proposal will be required for approval of each of the proposals. Abstentions will be counted as represented and entitled to vote and will have the effect of a negative vote on all proposals. Broker non-votes (as described under “Information About Voting and the Meeting — Voting”) will not be considered entitled to vote on these proposals and will not be counted in determining the number of shares necessary for approval of the proposals.

Walden Asset Management has notified the Company that it intends to present the following proposal for consideration at the annual meeting:

RESOLVED, that shareholders of The Walt Disney Company request the board of directors to adopt a policy that provides shareholders the opportunity at each annual shareholder meeting to vote on an advisory resolution, proposed by management, to ratify the compensation of the named executive officers (“NEOs”) set forth in the proxy statement’s Summary Compensation Table (the “SCT”) and the accompanying narrative disclosure of material factors provided to understand the SCT (but not the Compensation Discussion and Analysis). The proposal submitted to shareholders should make clear that the vote is non-binding and would not affect any compensation paid or awarded to any NEO.

SUPPORTING STATEMENT: Investors are increasingly concerned about mushrooming executive compensation especially when it is insufficiently linked to performance.

In 2009, shareholders filed close to 100 “Say on Pay” resolutions. Votes averaged 47% in favor, with eighteen passing, demonstrating strong shareholder support for this reform. Public sentiment and Congressional concern about executive compensation has reached new levels of intensity.

An Advisory Vote establishes an annual referendum process for shareholders about senior executive compensation. We believe the voting results, especially when linked to a robust investor communication program, would provide Disney’s board and management useful information about shareholder views on Disney’s senior executive compensation.

In its 2008 proxy Aflac submitted an Advisory Vote resulting in a 93% vote in favor, indicating strong investor support for good disclosure and a reasonable compensation package. Daniel Amos, Chairman and CEO said, “An advisory vote on our compensation report is a helpful avenue for our shareholders to provide feedback on our pay-for-performance compensation philosophy and pay package.”

A number of other companies have also agreed to an Advisory Vote, including Ingersoll Rand, Verizon, Hewlett Packard, Intel, MBIA, H&R Block, Blockbuster, and PG&E. And approximately 300 companies under TARP are now implementing the Advisory Vote providing an opportunity to see it in action.

Influential proxy voting service RiskMetrics Group, recommends votes in favor, noting: “RiskMetrics encourages companies to allow shareholders to express their opinions of executive compensation practices by establishing an annual referendum process. An advisory vote on executive compensation is another step forward in enhancing board accountability.”

A bill to allow annual advisory votes passed the House of Representatives by a 2-to-1 margin in the last Congress. We expect legislation on this issue will pass in the near future.

We believe that existing U.S. Securities and Exchange Commission rules and stock exchange listing standards do not provide shareholders with sufficient mechanisms for providing input to boards on senior executive compensation. In contrast, in the United Kingdom, public companies allow shareholders to cast a vote on the “directors’ remuneration report,” which

discloses executive compensation. Such a vote isn’t binding, but gives shareholders a clear voice that could help shape senior executive compensation.

We believe that a company that has a clearly explained compensation philosophy and metrics, reasonably links pay to performance, and communicates effectively to investors would find a management sponsored Advisory Vote a helpful tool.

submitted to us. We do not necessarily agree with all the statements contained in the proposals and the supporting statements, but we have limited our responses to the most important points and have not attempted to address all the statements with which we disagree. The address and stock ownership of each of the proponents will be furnished by the Company’s Secretary to any person, orally or in writing as requested, promptly upon receipt of any oral or written request.

The affirmative vote of the holders of a majority of shares represented in person or by proxy and entitled to vote on the proposal will be required for approval of each of the proposals. Abstentions will be counted as represented and entitled to vote and will have the effect of a negative vote on all proposals. Broker non-votes (as described under “Information About Voting and the Meeting — Voting” ) will not be considered entitled to vote on these proposals and will not be counted in determining the number of shares necessary for approval of the proposals.

The Free Enterprise Action Fund has notified the Company that it intends to present the following proposal for consideration at the annual meeting:

Resolved, that the shareholders hereby request that the Board of Directors provide a report, updated semi-annually, disclosing Disney’s:

1. Policies and procedures for political contributions (both direct and indirect) made with corporate funds.

2. Monetary and non-monetary contributions to political candidates, political parties, political committees and other political entities organized and operating under 26 USC Sec. 527 of the Internal Revenue Code including the following:

a. An accounting of Disney funds contributed to any of the organizations described above;

b. Identification of the person or persons in Disney who participated in making the decisions to contribute; and

c. The internal guidelines or policies, if any, governing the Disney’s political contributions.

This report should be presented to the Board of Directors’ Audit Committee or other relevant oversight committee, and posted on Disney’s website.

SUPPORTING STATEMENT: As long-term shareholders of Disney, we support policies that apply transparency and accountability to corporate political giving.

Absent a system of accountability, we believe that corporate executives may be free to use Disney assets for political objectives that are not shared by and may be harmful to the interests of Disney and its shareholders. We are concerned that there is currently no single source of information that provides all of the information sought by this resolution.

We are concerned that Disney is succumbing to political pressure to the detriment of shareholders and compromising its right to free speech. As an examples of such political pressure, the ABC TV docu-drama “The Path to 9/11” recounted historical events from the 1993 World Trade Center bombing to the tragic events of September 11, 2001. The program caused an unprecedented negative reaction from leading political figures in the Democratic Party.

A pre-broadcast letter from Senate Majority leader Harry Reid, and fellow Democrats Sen. Chuck Schumer and Sen. Dick Durbin urged Disney to cancel the program. The letter seemed to threaten Disney’s broadcast license by noting that it was conditioned on the company acting as a trustee “in serving the public interest.” [The letter may be read at http://freeenterpriseactionfund.com/Reid_Disney_letter.pdf.] Although the program had nearly 25 million viewers and earned seven Emmy nominations,

the above-described political intimidation and meddling appears to be continuing as Disney has so far refused to sell DVDs of the program. An ABC executive reportedly said, “If Hillary weren’t running for president, this wouldn’t be a problem.”

Since 2003 Disney CEO Robert Iger has donated $94,900 to Democratic politicians while contributing $6,800 to Republican politicians. Mr. Iger has contributed $4,200 to Senator Hillary Clinton, according to Opensecrets.org.

Selling the DVD would provide Disney the opportunity to recoup the estimated $40 million it cost to make the film and to make a profit. If Disney is willing to give up profitable DVD sales because of political considerations, then shareholders have reason to be concerned that this type of political appeasement may extend to its political giving, thereby harming shareholder value.

this corporation at a price more than 5 percent above the current fair market price unless an offer is made to ALL stockholders of that class of stock on a proportionate or randomly-selected basis; such offer to be open for a minimum of 45 days.

“This policy need not apply to purchases or acquisitions of less than 10,000 shares.

“Last year the owners of 236.3 million shares, representing approximately 20% of shares voting, voted FOR my similar proposal.

“If you AGREE, please mark YOUR proxy FOR this proposal.”