Proposal to Walt Disney 2027 Shareholders Meeting

Concord, CA 94519

  September 4, 2026

The Walt Disney Company

ATTN: Corporate Secretary

500 South Buena Vista Street, 

Burbank, California 91521

Re: Proposal to Walt Disney Company 2027 Shareholders Meeting

Dear Secretary:

Enclosed please find my shareholder proposal for inclusion in our company’s proxy materials for the 2027 annual meeting of shareholders and a share letter.  I will continuously hold these shares through the 2027 annual meeting of shareholders. 

Yours truly,

Jing Zhao 

Shareholder Proposal to Improve Executive Compensation Methodology

Resolved: shareholders recommend that the Walt Disney Company (the Company) improve the executive compensation program to include the factor of the CEO pay ratio.

Supporting Statement

The Company CEO pay irrationally jumped from $31,587,166 in 2023 to $41,114,015 (+30%) in 2024, and to $45,842,574 (+12%) in 2025, thus caused the CEO pay ratio jumped from 595:1 in 2023, to 746:1 in 2024 (2025 proxy statement p.75), and to 805:1 in 2025 (2024, 2025, and 2026 proxy statements).  The Compensation Committee abandoned its duty by hiring a so-called "independent" compensation consultant to manipulate the flawed methodology to mislead shareholders by deliberately excluding the most relevant, effective and accurate factor of the CEO pay ratio.  There is no rational methodology to decide the executive compensation.  

The average CEO-to-worker pay ratio at top U.S. companies has grown from 20:1 in 1965 to 281:1 in 2024 (the Economic Policy Institute).  In 2025, the average CEO-to-worker pay ratio across S&P 500 Index companies was 5,387:1; even excluding the top oligarch Musk, the ratio is still too high at 312:1 (https://aflcio.org/paywatch).  The CEO pay ratios of big Japanese and European companies are much lower than big American companies.  America’s ballooning executive compensation is not sustainable for the economy, and the increase of disparity of income has a direct negative impact on American social disorder.  Since in 2022, the shareholders in JPMorgan Chase & Co., Intel, Netflix, Salesforce, Palo Alto Networks and other big companies rejected sky-high executive pay packages.

Largely due to flaws in the executive compensation methodology, the American corporate boards and executives have become a class of oligarchy, as defined by Aristotle, according to his _Politics_. In this great classic, Aristotle demonstrated that for the stable social order in a polis (community), the ratio between the wealthy and the poor citizens’ land ownership should not exceed 5:1. 

Adam Smith said:  “Wealth, as Mr Hobbes says, is power.”  As a social contract, the American public gives the corporate boards the power and trust to run the corporate business without the employee representation in the board; and the boards are nominated and elected undemocratically without any competition (even the Chinese Communist Party’s Central Committee has put more candidates than the number of committee seats since 1987).  To manipulate the executive wealth abnormally far above the employees and the American people is to abuse the power and public trust. 

Human nature has not changed so much since Aristotle.  The Company has the flexibility to reform the Compensation Committee to improve the executive compensation methodology.