THE WALT DISNEY COMPANY
NYSE: DIS                         Meeting Date: 03/12/2015

The Walt Disney Company approaches its annual meeting during a sustained period of strong financial performance. Chairman and CEO Robert Iger’s reward for leading the Company through its recent success was a contract extension and a special cash award that will likely be a focus at this year’s annual meeting. The cash award, which is based on five-year cumulative operating income, could be as much as $60 million if Mr. Iger remains at his post and exceeds his targets. This award comes on top of his existing pay package – which already appears generous in size (both in absolute terms and relative to other top Disney executives) and should provide more than sufficient incentive. As with previous years, the Company will likely face scrutiny from shareholders who remember the tumultuous departure of CEO Michael Eisner a decade ago and the associated criticisms surrounding executive compensation, succession planning and independent board leadership.