Previous this week, we reported on Disney reversing path on its earlier plan to exclude from its proxy commentary a shareholder proposal to habits an unbiased & public assessment of its arguable Incapacity Get admission to Carrier coverage adjustments at Walt Disney International and Disneyland. Right here’s the most recent on that, with information about the DAS vote in the yearly assembly.
Prior to now, Disney despatched a brand new letter to the Securities and Trade Fee (SEC) taking flight its earlier no-action request (from November), which means that they not have been looking for any assurances from the SEC relating to a possible enforcement motion towards Disney for the exclusion. The corporate not sought such an assurance as a result of they’ve as an alternative opted to incorporate the aforementioned shareholder proposal of their proxy fabrics for the 2026 annual assembly.
Handiest a few days later, Disney has now filed its proxy commentary with the SEC forward of the Annual Assembly of Shareholders on March 18, 2026. On this, the corporate elaborates on its stance to the Incapacity Get admission to Carrier shareholder proposal looking for unbiased assessment of the arguable adjustments.
Spoiler alert: Disney’s Board is recommending shareholders vote towards outdoor DAS possibility research, which is strictly as anticipated. Right here’s the most recent, together with when it’ll arise all the way through the shareholder assembly and Disney’s reason behind rejecting assessment of DAS.
Throughout the Annual Assembly of Shareholders, there are 4 shareholder proposals that shall be offered and voted on after votes on approving government repayment, accountants, and the election of the board of administrators. There shareholder proposal in query is #7: “Impartial Overview and File on Accessibility and Incapacity Inclusion Practices” (web page 94).
Right here’s a abstract of the shareholder’s commentary in toughen of the proposal, adopted via the solution in complete:
Shareholder Remark & Solution
Disney’s logo and fiscal steadiness are underneath pressure from underperforming movies, emerging park prices, client boycotts, and waning believe. In line with the solution, an important contributor to this pressure is the corporate’s fresh overhaul of incapacity lodging at its parks because of destructive media protection, social media, visitors canceling journeys and Annual Passes, in addition to felony publicity to a category motion lawsuit.
On account of the arguable DAS adjustments, Disney uncovered itself to felony claims, regulatory scrutiny, and logo harm. Different corporations have confronted multimillion-dollar settlements underneath accessibility-related movements. Long run liabilities may come with expensive settlements, operational disruption, and weakened marketplace positioning.
Resolved: Shareholders request that Disney fee an unbiased assessment, carried out via a certified 3rd celebration, of the corporate’s accessibility and incapacity inclusion practices. This assessment must assess felony, monetary, and reputational dangers; overview Disney’s insurance policies towards world accessibility requirements and competition; and determine alternatives for management development. Shareholders additional request that the Board supply a public abstract and interior briefing at the findings to make sure duty and transparency.
The Walt Disney Corporate’s Proxy Remark Reaction
The Walt Disney Corporate prefaces the shareholder proposal with the next:
Given fresh regulatory adjustments, we’re together with this proposal within the proxy commentary, however that we imagine that it does now not meet the necessities of Rule 14a-8, together with on grounds that the proposal, learn at the side of its supporting commentary, is materially false and deceptive in more than one respects (together with statements in regards to the Corporate and statements relating to purported analysis the proponent cites), pertains to the Corporate’s atypical industry operations and has already been considerably carried out via the Corporate. Those bases for exclusion are detailed within the Corporate’s no-action request submitted to the SEC on November 4, 2025.
Disney’s argument for exclusion in that November 4th no-action request was once that any attendance lower within the final fiscal 12 months was once due to hurricanes. Additionally, park operations are atypical industry and now not matter to shareholder micromanagement; that they’ve already carried out their due diligence at the DAS adjustments, and there’s no accountability to divulge any nonpublic knowledge.
There’s nonetheless extra to it than that, however Disney indicated within the proxy commentary that the corporate has restricted its reaction to a very powerful issues and feature now not tried to deal with the entire statements with which they disagree. You’ll learn Disney’s complete argument right here.
The Walt Disney Corporate Board Advice
The Walt Disney Corporate Board recommends that shareholders vote in contrast proposal for the next key causes, as mentioned in additional element under:
- The Corporate is dedicated to the design and implementation of cutting edge and efficient services and products that accommodate individuals with disabilities and already evaluations its practices on an ongoing foundation. The Corporate has been the trade chief in accessibility for over 30 years.
- The Corporate supplies detailed public knowledge, guidelines and suggestions relating to its accessibility and incapacity inclusion practices, each on-line and in individual in its theme parks.
- The Corporate supplies sturdy governance and oversight of its inclusion practices, in addition to possibility control.
- The proposal’s request would now not improve shareholder worth.
Around the Corporate, we enterprise to offer alternatives to revel in our services. To that finish, the Corporate has made considerate investments to include accessibility for other people with disabilities all over our operations as we attempt to design, advertise and function a style for accessibility.
The Corporate has given the similar consideration to element in its construction of the Incapacity Get admission to Carrier program for its home parks, which supplies an abnormal receive advantages – by no means having to attend within the common standby traces for many rides for individuals who require that possibility.
The Corporate additionally provides a extensive vary of various lodging to help in gaining access to the rides and different points of interest within the parks, gaining access to our content material and programming and experiencing our different services. As an example, the Corporate provides a spread of gear and accessibility options throughout our streaming platforms and networks, together with gear equivalent to audio descriptions, closed captioning, keyboard navigation and interoperability with common display screen readers.
The Corporate supplies detailed knowledge relating to accessibility and incapacity inclusion practices on its web pages, together with the newsletter of an Accessibility Subject Transient. Each and every of our theme parks additionally publicly supplies thorough details about its lodging and assists visitors each sooner than and all the way through their visits. For our home theme parks, Disneyland Hotel and Walt Disney International Hotel, this contains pages at the Incapacity Get admission to Carrier program with steerage on registration and the method for the usage of this system as soon as in one of the vital parks.
The Corporate has sturdy governance and oversight of each its accessibility efforts and possibility control. Our Senior Govt Vice President and Leader Other folks Officer leads Disney’s world other people and tradition technique; ability acquisition and construction; repayment and advantages; alternative and inclusion; organizational effectiveness; and worker services and products and programs. Reporting to our Leader Other folks Officer, our Senior Vice President and Leader Alternative & Inclusion Officer leads the Corporate’s Alternative & Inclusion technique and companions intently with leaders and groups throughout all segments to foster a tradition rooted in belonging. The Leader Protection Officer leads the Corporate’s visitor protection efforts for Disney Studies, together with the ones associated with visitor accessibility, in collaboration with companies and leaders around the Corporate. The Board and its committees oversee the Corporate’s primary monetary, felony and reputational dangers, supporting sturdy logo stewardship and mitigation of such dangers. See phase entitled “The Board’s Function in Chance Oversight” on this proxy commentary for extra main points.
The Corporate already main points the toughen and lodging it provides to visitors and shoppers with accessibility wishes, in addition to possibility oversight practices and governance. The Board subsequently believes that the proposal’s request isn’t in the most efficient pursuits of the Corporate and its shareholders as it might now not supply significant more information to shareholders to benefit the assets it might require.
For the explanations set forth above, our Board unanimously recommends balloting AGAINST this proposal.
Our Statement
What’s maximum fascinating in regards to the proxy commentary is solely how boring it’s. Disney makes use of numerous phrases to mention little or no, which is exactly the purpose. Not anything within the above goes to pose an issue for Disney down the street within the magnificence motion lawsuit for long term litigation. There aren’t any claims that may be exploited or provide felony publicity.
Some shareholders and disabled visitors will without a doubt disagree with Disney’s assertions about it being an trade chief, DAS being an abnormal receive advantages, or visitors who use the carrier by no means having to attend in a standard standby line–however they’re nonetheless the kind of claims you’d be expecting Disney to make, and maximum of the ones about DAS are conditional (visitors who require the carrier).
All in all, it reads very press release-y and very similar to what we’ve noticed sooner than. Now not an enormous wonder, as the entire DAS fabrics launched so far have most likely handed the table of more than one lawyers.
Past that, this phase covers no new flooring, as our research in this shareholder proposal has now not materially modified for the reason that SEC no-action letter first surfaced final 12 months. Accordingly, this most commonly simply paraphrases what we’ve up to now lined.
The one rather new remark issues why Disney has waffled at the shareholder proposal. After the final submit was once printed we added the reason for that, which boils right down to the SEC issuing a Remark In regards to the Department of Company Finance’s Function within the Trade Act Rule 14a-8 Procedure for the Present Proxy Season on November 17, 2025.
With that, the SEC has made up our minds not to reply to no-action requests for, and specific no perspectives on, corporations’ supposed reliance on any foundation for exclusion of shareholder proposals. That commentary was once made 10 days after Disney submitted its no-action letter, so Disney wouldn’t have identified of that place when making the request.
Mainly, which means that the Walt Disney Corporate isn’t going to get a reaction from the SEC in regards to its no-action letter. In this similar foundation, many different corporations have withdrawn their no-action requests, probably because of the felony uncertainty of them (simply have a look at the entire “withdrawn” parentheticals right here).
That’s the most straightforward and simplest for this reversal; that Disney is taking the knowledge of the proposal being shot down via shareholders over the chance of an enforcement motion as a consequence of with the exception of it with out the backing of the SEC.
And there’s each reason why to imagine this shareholder proposal shall be rejected.
Somebody who has listened to the yearly conferences is aware of that there are numerous politically-charged and area of interest reasons offered. They all are summarily shot down with out a lot in the best way of additional dialogue.
There’s no reason why to imagine the destiny of this DAS proposal shall be any other. Disney must do a greater activity at discovering a center flooring and feature a extra subtle contact in dealing with DAS, however there are numerous issues we imagine Disney must do another way. That doesn’t make daily operations a suitable subject for vote at shareholder conferences.
One essential factor to remember here’s that it’s now not particular person shareholders who’re outcome-determine on such things as this. It received’t be plugged-in enthusiasts who’re sympathetic to the plight of disabled visitors casting the deciding votes. It’s the huge institutional traders like BlackRock, Leading edge and Constancy which are make or destroy.
Even though Disney’s inventory has underperformed for the final a number of years, that’s now not due to the theme parks. Accordingly, institutional traders don’t seem to be going to fear themselves with this. It’ll be deemed too trivial, and they are going to settle for Disney’s arguments that have been laid out above.
The DAS assessment shareholder proposal will fail, and it received’t also be a detailed vote. And for the file, equivalent shareholder proposals about bringing again Disney’s Magical Categorical, restoring loose FastPass–or any selection of choices that may be overwhelmingly common amongst enthusiasts–would likewise be rejected, and spectacularly so. Enthusiasts don’t seem to be the decisive balloting bloc. All BlackRock, Leading edge, and so on. want to see is that this: “The proposal’s request would now not improve shareholder worth.” That’s the entire ballgame.
Anyway, simply sought after to deliver this in your consideration since this Incapacity Get admission to Carrier shareholder proposal has been an ongoing tale, and this additional crystalizes the corporate’s place on it. To finish on a probably certain word for this who toughen additional DAS assessment, simply getting this at the poll and in entrance of traders must be deemed a small victory.
This isn’t on my own isn’t going to modify the rest, but it surely helps to keep the dialog in regards to the arguable DAS adjustments going, and that lend a hand would possibly put drive on Disney for additional reform, a casual rule leisure, or simply making the method much less dehumanizing. We’ll stay you posted.
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YOUR THOUGHTS
Ideas at the shareholder proposal for an unbiased assessment of DAS adjustments at Walt Disney International and Disneyland? Be expecting this to be licensed or rejected? Agree or disagree with our overview of the adjustments or coverage as a complete? Please attempt to keep on subject–we’ve spotted a few of these DAS feedback sections get heated and private. Speak about the coverage itself, now not others’ use (or lack thereof) of it.
