April 24, 2024

The same day activist investor Norman Peltz announced he was launching a proxy campaign to get seats on Disney’s board of directors, the company adopted new bylaws covering nominations of directors by outside parties.

On Nov. 30, Disney‘s board “amended and restated” the company’s bylaws, which became effective as of Thursday.

Among other things, the amendments “address recently adopted amendments to Rule 14a-19 under the Securities Exchange Act of 1934, as amended, by requiring that any person soliciting proxies in support of a director nominee other than the board’s nominees provide a representation that such person will comply with Rule 14a-19 and deliver reasonable evidence to the company that the Rule 14a-19 requirements have been met,” Disney said in an SEC filing Thursday.

In addition, Disney’s revised bylaws “enhance the procedural mechanics and disclosure requirements relating to business proposals submitted and director nominations made by stockholders.” That includes requiring “certain additional background information, disclosures and representations regarding any proposing stockholders, any proposed director nominees and business and any other persons related to a stockholder’s solicitation of proxies” and that “any notice of director nomination be accompanied by all written questionnaires required of the company’s directors completed and signed by any proposed director nominees.”

The new bylaws also require that “any person directly or indirectly soliciting proxies using its own proxy card use a proxy card color other than white.”

Meanwhile, Disney separately on Thursday announced a cash dividend of $0.30 per share, payable Jan. 10, 2024, to shareholders of record at the close of business on Dec. 11, 2023. It’s the company’s first dividend payments to investors in more than three years, after Disney suspended them during the COVID pandemic.

“This has been a year of important progress for The Walt Disney Company, defined by a strategic restructuring and a renewed focus on long-term growth,” Mark Parker, Disney’s chairman, said in a statement. “As Disney moves forward with its key strategic objectives, we are pleased to declare a dividend for our shareholders while we continue to invest in the company’s future and prioritize meaningful value creation.”

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