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Walt Disney Company (DIS)

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This excerpt taken from the DIS DEF 14A filed Jan 22, 2010.

Table of Contents


1		Introduction

1		Corporate Governance and Board Matters

1		Corporate Governance Guidelines and Code of Ethics

1		Chairman of the Board

2		Committees

4		Director Independence

5		Director Selection Process

6		Board Compensation

10		Certain Relationships and Related Person Transactions

12		Shareholder Communications

13		Executive Compensation

13		Compensation Committee Report

13		Compensation Discussion and Analysis

34		Compensation Tables

55		Audit-Related Matters

55		Audit Committee Report

56		Policy for Approval of Audit and Permitted Non-audit Services

56		Auditor Fees and Services


57		Items to Be Voted On

57		Election of Directors

61		Ratification of Appointment of Independent Registered Public Accountants

61		Approval of an Amendment to the Amended and Restated 2005 Stock Incentive Plan

70		Approval of Amendments to the Restated Certificate of Incorporation

73		Shareholder Proposals

78		Other Matters

78		Information About Voting and the Meeting

78		Shares Outstanding

79		Voting

80		Attendance at the Meeting

81		Other Information

81		Stock Ownership

81		Section 16(a) Beneficial Ownership Reporting Compliance

81		Electronic Availability of Proxy Statement and Annual Report

82		Reduce Duplicate Mailings

82		Proxy Solicitation Costs

		Annexes

A-1		Restated Certificate of Incorporation

The Walt Disney Company Notice of 2010 Annual Meeting and Proxy Statement

500 South Buena Vista Street

Burbank, California 91521

January 22, 2010

This excerpt taken from the DIS 10-K filed Dec 2, 2009.

TABLE OF CONTENTS


		Page
	PART I

ITEM 1.	Business	1

ITEM 1A.	Risk Factors	18

ITEM 1B.	Unresolved Staff Comments	23

ITEM 2.	Properties	23

ITEM 3.	Legal Proceedings	25

ITEM 4.	Submission of Matters to a Vote of Security Holders	26

Executive Officers of the Company		26

	PART II

ITEM 5.	Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	27

ITEM 6.	Selected Financial Data	28

ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29

ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk	52

ITEM 8.	Financial Statements and Supplementary Data	53

ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	53

ITEM 9A.	Controls and Procedures	53

ITEM 9B.	Other Information	53

	PART III

ITEM 10.	Directors, Executive Officers and Corporate Governance	54

ITEM 11.	Executive Compensation	54

ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	54

ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	54

ITEM 14.	Principal Accountant Fees and Services	54

	PART IV

ITEM 15.	Exhibits and Financial Statement Schedules	55

SIGNATURES		58

Consolidated Financial Information – The Walt Disney Company		60

(This page intentionally left blank)

This excerpt taken from the DIS DEF 14A filed Jan 16, 2009.

Table of Contents


1		Introduction

1		Corporate Governance and Board Matters

1		Corporate Governance Guidelines and Code of Ethics

2		Chairman of the Board

2		Committees

4		Director Independence

5		Director Selection Process

6		Board Compensation

11		Certain Relationships and Related Person Transactions

12		Shareholder Communications

14		Executive Compensation

14		Compensation Committee Report

14		Compensation Discussion and Analysis

32		Compensation Tables

51		Audit-Related Matters

51		Audit Committee Report

52		Policy for Approval of Audit and Permitted Non-audit Services

52		Auditor Fees and Services


52		Items to Be Voted On

52		Election of Directors

56		Ratification of Appointment of Independent Registered Public Accountants

56		Approval of an Amendment to the Amended and Restated 2005 Stock Incentive Plan

67		Approval of Amended Terms of the Amended and Restated 2002 Executive Performance Plan

69		Shareholder Proposals

76		Other Matters

76		Information About Voting and the Meeting

76		Shares Outstanding

76		Voting

78		Attendance at the Meeting

78		Other Information

78		Stock Ownership

79		Section 16(a) Beneficial Ownership Reporting Compliance

79		Electronic Availability of Proxy Statement and Annual Report

80		Reduce Duplicate Mailings

80		Proxy Solicitation Costs

		Annexes

A-1		Amended and Restated 2005 Stock Incentive Plan

The Walt Disney Company Notice of 2009 Annual Meeting and Proxy Statement

500 South Buena Vista Street

Burbank, California 91521

January 16, 2009

This excerpt taken from the DIS 10-K filed Nov 20, 2008.

TABLE OF CONTENTS


		Page
	PART I

ITEM 1.	Business	1

ITEM 1A.	Risk Factors	18

ITEM 1B.	Unresolved Staff Comments	22

ITEM 2.	Properties	22

ITEM 3.	Legal Proceedings	24

ITEM 4.	Submission of Matters to a Vote of Security Holders	25

Executive Officers of the Company		25

	PART II

ITEM 5.	Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	26

ITEM 6.	Selected Financial Data	27

ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28

ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk	50

ITEM 8.	Financial Statements and Supplementary Data	51

ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	52

ITEM 9A.	Controls and Procedures	52

ITEM 9B.	Other Information	52

	PART III

ITEM 10.	Directors, Executive Officers and Corporate Governance	53

ITEM 11.	Executive Compensation	53

ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	53

ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	53

ITEM 14.	Principal Accountant Fees and Services	53

	PART IV

ITEM 15.	Exhibits and Financial Statement Schedules	54

SIGNATURES		57

Consolidated Financial Information – The Walt Disney Company		59

(This page intentionally left blank)

This excerpt taken from the DIS DEF 14A filed Jan 11, 2008.

Table of Contents


1		Introduction

1		Corporate Governance and Board Matters

1		Corporate Governance Guidelines and Code of Ethics

1		Chairman of the Board

2		Committees

4		Director Independence

4		Director Selection Process

5		Board Compensation

12		Certain Relationships and Related Person Transactions

14		Shareholder Communications

15		Executive Compensation

15		Compensation Committee Report

15		Compensation Discussion and Analysis

30		Compensation Tables

50		Audit-Related Matters

50		Audit Committee Report

51		Policy for Approval of Audit and Permitted Non-audit Services

51		Auditor Fees and Services


51		Items to Be Voted On

51		Election of Directors

55		Ratification of Appointment of Independent Registered Public Accountants

55		Approval of an Amendment to the Amended and Restated 2005 Stock Incentive Plan

64		Approval of Amended Terms of the Amended and Restated 2002 Executive Performance Plan

67		Other Matters

67		Information About Voting and the Meeting

67		Shares Outstanding

67		Voting

68		Attendance at the Meeting

69		Other Information

69		Stock Ownership

70		Section 16(a) Beneficial Ownership Reporting Compliance

70		Electronic Delivery of Proxy Materials and Annual Report

70		Reduce Duplicate Mailings

70		Proxy Solicitation Costs

		Annexes

A-1		Annex A—Amended and Restated 2002 Executive Performance Plan

The Walt Disney Company Notice of 2008 Annual Meeting and Proxy Statement

500 South Buena Vista Street

Burbank, California 91521

January 11, 2008

This excerpt taken from the DIS 10-K filed Nov 21, 2007.

TABLE OF CONTENTS


		Page
PART I

ITEM 1.	Business	1

ITEM 1A.	Risk Factors	18

ITEM 1B.	Unresolved Staff Comments	23

ITEM 2.	Properties	23

ITEM 3.	Legal Proceedings	25

ITEM 4.	Submission of Matters to a Vote of Security Holders	26

Executive Officers of the Company		26

PART II

ITEM 5.	Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	27

ITEM 6.	Selected Financial Data	28

ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	29

ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk	51

ITEM 8.	Financial Statements and Supplementary Data	52

ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	52

ITEM 9A.	Controls and Procedures	52

ITEM 9B.	Other Information	53

PART III

ITEM 10.	Directors, Executive Officers and Corporate Governance	54

ITEM 11.	Executive Compensation	54

ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	54

ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	54

ITEM 14.	Principal Accountant Fees and Services	54

PART IV

ITEM 15.	Exhibits and Financial Statement Schedules	55

SIGNATURES		59

Consolidated Financial Information – The Walt Disney Company		61

(This page intentionally left blank)

This excerpt taken from the DIS DEF 14A filed Jan 12, 2007.

Table of Contents


1		Introduction

1		Corporate Governance and Board Matters

1		Corporate Governance Guidelines and Code of Ethics

1		Chairman of the Board

2		Committees

3		Director Independence

4		Director Selection Process

5		Board Compensation

7		Certain Relationships and Related Person Transactions

8		Shareholder Communications

9		Executive Compensation

9		Compensation Committee Report

16		Compensation Committee Interlocks and Insider Participation

17		Summary Compensation Table

19		Stock Options

21		Restricted Stock Units

23		Retirement Plans

25		Employment Agreements

31		Stock Performance Graph

32		Audit-Related Matters

32		Audit Committee Report

33		Policy for Approval of Audit and Permitted Non-audit Services

33		Auditor Fees and Services



33		Items to Be Voted On

33		Election of Directors

37		Ratification of Appointment of Independent Registered Public Accountants

37		Approval of the Amended and Restated 2005 Stock Incentive Plan

46		Approval of Terms of the Amended and Restated 2002 Executive Performance Plan

48		Shareholder Proposals

51		Other Matters

51		Information About Voting and the Meeting

51		Shares Outstanding

51		Voting

52		Attendance at the Meeting

52		Other Information

52		Stock Ownership

53		Section 16(a) Beneficial Ownership Reporting Compliance

53		Electronic Delivery of Proxy Materials and Annual Report

53		Reduce Duplicate Mailings

54		Proxy Solicitation Costs

		Annexes

A-1		Annex A—Corporate Governance Guideline on Director Independence

B-1		Annex B—Audit Committee Charter

C-1		Annex C—Amended and Restated 2005 Stock Incentive Plan

The Walt Disney Company Notice of 2007 Annual Meeting and Proxy Statement

500 South Buena Vista Street

Burbank, California 91521

January 12, 2007

EXCERPTS ON THIS PAGE:

DEF 14A	Jan 22, 2010

10-K	Dec 2, 2009

DEF 14A	Jan 16, 2009

10-K	Nov 20, 2008

DEF 14A	Jan 11, 2008

10-K	Nov 21, 2007

DEF 14A	Jan 12, 2007

Walt Disney Company (DIS)

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