RESOLVED, that shareholders of The Walt Disney Company (“Disney”) ask the board of directors to strengthen board oversight of workforce equity issues by assigning responsibility for oversight to an existing or new board committee. For purposes of this proposal, “workforce equity issues” include racial and gender pay equity, employment discrimination, diversity and inclusion and the relationship between compensation and benefits provided to senior executives and those provided to the rest of the workforce.

Supporting Statement: The COVID-19 pandemic and movement for racial justice have intensified the already widespread public debate about workplace equity concerns. Women and nonwhite workers have lost jobs at higher rates than white workers since the pandemic began. Black and Latino workers are overrepresented among essential workers, exposing them to greater risk. Workers have engaged in sick-outs to demand increased hazard pay, paid sick leave and unsafe working conditions.

The unavailability of paid sick days for workers during the pandemic has been a subject of substantial attention from the media and policy makers.1 The Families First Coronavirus Response Act provided up to two weeks of paid sick leave to employees sick with COVID-19 or quarantined due to exposure, and expanded family and medical leave. Some states and cities have adopted or updated paid sick leave laws (in some cases limited to COVID-19 and/or certain groups of employees) since the pandemic began.

Disney has faced a great deal of controversy over workforce equity issues. Its decision to furlough about 50% of its workforce in April 2020, while some top executives agreed only to forego or cut their salaries, sacrificing less than 10% of their total pay, drew criticism.2 A group of female employees has filed an equal pay lawsuit.3 Supporting a California bill that proposed tying corporate taxes to the size of the CEO to worker pay gap, Disney heir Abigail Disney noted that Disney workers are paid so poorly that they “rely on food banks, sleep in cars or live so close to the bone that even a small problem could send them into a death spiral.”4

None of Disney’s board committees currently has responsibility for workforce equity issues. We believe that more robust board-level oversight of such issues would boost Disney’s performance in these areas and improve management of the financial and reputational risks they can create. Our proposal draws on a recent article by former Delaware Chief Justice Leo Strine Jr. advocating that the board’s compensation committee “expand its perspective and become a committee focused on the company’s workforce as a whole” to address “the increased demand that boards give more focus to how the company treats its workforce.”5 Although we do not specifically ask that the compensation committee be tasked with overseeing workforce equity

issues, we believe those matters could dovetail with the committee’s existing executive pay-related mandates.

We urge shareholders to vote FOR this proposal.

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1 See, e.g., https://www.businessinsider.com/coronavirus-changes-walmart-starbucks-employee-benefits-2020-3; https://www.cnn.com/2020/04/16/business/grocery-store-workers-retail-paid-sick-leave/index.html; https://www.theatlantic.com/health/archive/2020/03/does-walmart-provide-paid-sick-leave/608779/; https://www.washingtonpost.com/business/2020/03/10/walmart-apple-olive-garden-are-among-major- employers-updating-sick-leave-policies-coronavirus-cases-spread/; https://qz.com/1841763/us-grocery-workers- risk-coronavirus-but-most-lack-paid-sick-leave/; https://www.nytimes.com/2020/03/14/opinion/sunday/coronavirus-paid-sick-leave.html

2 https://www.nytimes.com/2020/07/29/business/economy/ceo-pay-pandemic-layoffs.html; https://www.forbes.com/sites/jackkelly/2020/04/22/disney-furloughs-100000-workers-while-top-executives-will- still-get-big-bonuses/#2576df415a96

3 https://www.latimes.com/entertainment-arts/business/story/2020-03-11/gender-pay-lawsuit-disney

4 https://www.cbsnews.com/news/california-bill-ceo-pay-bill-would-raise-taxes-on-big-companies-with-highly- paid-executives/

5 https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3619273