In a last minute deal to avoid a shareholder proposal that would allow large shareholders to nominate Board members. Disney has revised their proxy statement:

In connection with ongoing discussions between the Company and the proponents of the shareholder proposal on proxy access set forth in the Company’s Proxy Statement for the March 18, 2014 AnnualShareholder Meeting, the proponents have withdrawn the proposal and the proposal on proxy access will not be presented at the Annual Meeting.

The Company has amended the third paragraph of its Corporate Governance Guidelines relating to Board Leadership to read as follows:

The Chairman of the Board shall in the normal course be an independent director unless the Board concludes that, in light of the circumstances then present when any such decision is made, the best interests ofshareholders would be otherwise better served. In any circumstances in which the Board determines that the best interests of shareholders would be better served by a Chairman that is not an independent director, the Board shall (a) provide a written statement in its next proxy materials discussing why the different arrangement is in the best interests of shareholders, (b) in connection with each proxy statement thereafter for an annual meeting after which the Board expects the arrangement to continue, determine whether the arrangement remains in the best interests of shareholders and include a written statement in the proxy materials giving the reasons for this determination, and (c) designate one independent Director to serve as Lead Director, with the duties and responsibilities described below.

The duties of the Lead Director have not changed. They include:

Preside at all meetings of the Board of Directors at which the Chairman is not present, including executive sessions of non-management or independent directors; call meetings of the independent or non-management Directors; serve as liaison between the Chairman and the independent and non-management Directors; advise as to the scope, quality, quantity and timeliness of information sent to the Board of Directors; in collaboration with the Chief Executive Officer and Chairman and with input from other members of the Board develop and have final authority to approve meeting agendas for the Board of Directors, including assurance that there is sufficient time for discussion of all agenda items; organize and lead the Board’s evaluation of the Chief Executive Officer; be responsible for leading the Board’s annual self-assessment; be available for consultation and direct communication upon the reasonable request of major shareholders; advise Committee Chairs with respect to agendas and information needs relating to Committee meetings; provide advice with respect to the selection of Committee Chairs; and perform such other duties as the Board may from time to time delegate to assist the Board in the fulfillment of its responsibilities.



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