Earlier this week, we reported on Disney reversing course on its earlier plan to exclude from its proxy assertion a shareholder proposal to conduct an unbiased & public evaluate of its controversial Incapacity Entry Service coverage adjustments at Walt Disney World and Disneyland. Right here’s the newest on that, with particulars concerning the DAS vote within the annual assembly.
Beforehand, Disney despatched a brand new letter to the Securities and Trade Fee (SEC) withdrawing its earlier no-action request (from November), which means that they now not have been looking for any assurances from the SEC concerning a possible enforcement motion towards Disney for the exclusion. The corporate now not sought such an assurance as a result of they’ve as an alternative opted to incorporate the aforementioned shareholder proposal of their proxy supplies for the 2026 annual assembly.
Solely a few days later, Disney has now filed its proxy assertion 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 Entry Service shareholder proposal looking for unbiased evaluate of the controversial adjustments.
Spoiler alert: Disney’s Board is recommending shareholders vote towards outdoors DAS threat evaluation, which is precisely as anticipated. Right here’s the newest, together with when it’ll come up throughout the shareholder assembly and Disney’s clarification for rejecting evaluate of DAS.
Through the Annual Assembly of Shareholders, there are 4 shareholder proposals that shall be offered and voted on after votes on approving government compensation, accountants, and the election of the board of administrators. There shareholder proposal in query is #7: “Unbiased Assessment and Report on Accessibility and Incapacity Inclusion Practices” (web page 94).
Right here’s a abstract of the shareholder’s assertion in help of the proposal, adopted by the decision in full:
Shareholder Assertion & Decision
Disney’s model and monetary stability are underneath pressure from underperforming movies, rising park prices, shopper boycotts, and waning belief. In accordance with the decision, a major contributor to this pressure is the corporate’s current overhaul of incapacity lodging at its parks because of detrimental media protection, social media, company canceling journeys and Annual Passes, in addition to authorized publicity to a category motion lawsuit.
On account of the controversial DAS adjustments, Disney uncovered itself to authorized claims, regulatory scrutiny, and model harm. Different firms have confronted multimillion-dollar settlements underneath accessibility-related actions. Future liabilities might embody pricey settlements, operational disruption, and weakened market positioning.
Resolved: Shareholders request that Disney fee an unbiased evaluate, carried out by a certified third celebration, of the corporate’s accessibility and incapacity inclusion practices. This evaluate ought to assess authorized, monetary, and reputational dangers; consider Disney’s insurance policies towards worldwide accessibility requirements and opponents; and establish alternatives for management enchancment. Shareholders additional request that the Board present a public abstract and inner briefing on the findings to make sure accountability and transparency.
The Walt Disney Firm’s Proxy Assertion Response
The Walt Disney Firm prefaces the shareholder proposal with the next:
Given current regulatory adjustments, we’re together with this proposal within the proxy assertion, however that we imagine that it doesn’t meet the necessities of Rule 14a-8, together with on grounds that the proposal, learn along with its supporting assertion, is materially false and deceptive in a number of respects (together with statements concerning the Firm and statements concerning purported analysis the proponent cites), pertains to the Firm’s strange enterprise operations and has already been considerably applied by the Firm. These bases for exclusion are detailed within the Firm’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 that any attendance lower within the final fiscal 12 months was attributable to hurricanes. Furthermore, park operations are strange enterprise and never topic to shareholder micromanagement; that they’ve already finished their due diligence on the DAS adjustments, and there’s no responsibility to reveal any nonpublic info.
There’s nonetheless extra to it than that, however Disney indicated within the proxy assertion that the corporate has restricted its response to crucial factors and haven’t tried to handle all of the statements with which they disagree. You’ll be able to learn Disney’s full argument right here.
The Walt Disney Firm Board Advice
The Walt Disney Firm Board recommends that shareholders vote towards this proposal for the next key causes, as mentioned in additional element under:
- The Firm is dedicated to the design and implementation of modern and efficient providers that accommodate individuals with disabilities and already evaluations its practices on an ongoing foundation. The Firm has been the business chief in accessibility for over 30 years.
- The Firm supplies detailed public info, suggestions and proposals concerning its accessibility and incapacity inclusion practices, each on-line and in particular person in its theme parks.
- The Firm supplies sturdy governance and oversight of its inclusion practices, in addition to threat administration.
- The proposal’s request wouldn’t improve shareholder worth.
Throughout the Firm, we endeavor to offer alternatives to take pleasure in our services. To that finish, the Firm has made considerate investments to include accessibility for folks with disabilities all through our operations as we attempt to design, promote and function a mannequin for accessibility.
The Firm has given the identical consideration to element in its growth of the Incapacity Entry Service program for its home parks, which supplies a rare profit – by no means having to attend within the common standby traces for many rides for individuals who require that possibility.
The Firm additionally affords a broad vary of various lodging to help in accessing the rides and different points of interest within the parks, accessing our content material and programming and experiencing our different services. For instance, the Firm affords a variety of instruments and accessibility options throughout our streaming platforms and networks, together with instruments similar to audio descriptions, closed captioning, keyboard navigation and interoperability with well-liked display readers.
The Firm supplies detailed info concerning accessibility and incapacity inclusion practices on its web sites, together with the publication of an Accessibility Matter Transient. Every of our theme parks additionally publicly supplies thorough details about its lodging and assists company each earlier than and through their visits. For our home theme parks, Disneyland Resort and Walt Disney World Resort, this consists of pages on the Incapacity Entry Service program with steering on registration and the method for utilizing this system as soon as in one of many parks.
The Firm has sturdy governance and oversight of each its accessibility efforts and threat administration. Our Senior Government Vice President and Chief Folks Officer leads Disney’s world folks and tradition technique; expertise acquisition and growth; compensation and advantages; alternative and inclusion; organizational effectiveness; and worker providers and techniques. Reporting to our Chief Folks Officer, our Senior Vice President and Chief Alternative & Inclusion Officer leads the Firm’s Alternative & Inclusion technique and companions intently with leaders and groups throughout all segments to foster a tradition rooted in belonging. The Chief Security Officer leads the Firm’s visitor security efforts for Disney Experiences, together with these associated to visitor accessibility, in collaboration with companies and leaders throughout the Firm. The Board and its committees oversee the Firm’s main monetary, authorized and reputational dangers, supporting sturdy model stewardship and mitigation of such dangers. See part entitled “The Board’s Position in Danger Oversight” on this proxy assertion for extra particulars.
The Firm already particulars the help and lodging it affords to company and customers with accessibility wants, in addition to threat oversight practices and governance. The Board due to this fact believes that the proposal’s request isn’t in the very best pursuits of the Firm and its shareholders as it could not present significant extra info to shareholders to benefit the sources it could require.
For the explanations set forth above, our Board unanimously recommends voting AGAINST this proposal.
Our Commentary
What’s most fascinating concerning the proxy assertion is simply how uninteresting it’s. Disney makes use of a variety of phrases to say little or no, which is exactly the purpose. Nothing within the above goes to pose an issue for Disney down the highway within the class motion lawsuit for future litigation. There aren’t any claims that may be exploited or current authorized publicity.
Some shareholders and disabled company will definitely disagree with Disney’s assertions about it being an business chief, DAS being a rare profit, or company who use the service by no means having to attend in a daily standby line–however they’re however the kind of claims you’d anticipate Disney to make, and most of these about DAS are conditional (company who require the service).
All in all, it reads very press release-y and just like what we’ve seen earlier than. Not an enormous shock, as all the DAS supplies launched up to now have doubtless handed the desk of a number of attorneys.
Past that, this part covers no new floor, as our evaluation on this shareholder proposal has not materially modified for the reason that SEC no-action letter first surfaced final 12 months. Accordingly, this principally simply paraphrases what we’ve beforehand coated.
The one considerably new commentary considerations why Disney has waffled on the shareholder proposal. After the final put up was revealed we added the reason for that, which boils right down to the SEC issuing a Assertion Concerning the Division of Company Finance’s Position within the Trade Act Rule 14a-8 Course of for the Present Proxy Season on November 17, 2025.
With that, the SEC has decided to not reply to no-action requests for, and specific no views on, firms’ supposed reliance on any foundation for exclusion of shareholder proposals. That assertion was 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 the Walt Disney Firm isn’t going to get a response from the SEC with regard to its no-action letter. On this identical foundation, many different firms have withdrawn their no-action requests, presumably as a result of authorized uncertainty of them (simply take a look at all the “withdrawn” parentheticals right here).
That’s the best and most simple for this reversal; that Disney is taking the understanding of the proposal being shot down by shareholders over the danger of an enforcement motion ensuing from excluding it with out the backing of the SEC.
And there’s each cause to imagine this shareholder proposal shall be rejected.
Anybody who has listened to the annual conferences is aware of that there are a variety of politically-charged and area of interest causes offered. All of them are summarily shot down with out a lot in the way in which of additional dialogue.
There’s no cause to imagine the destiny of this DAS proposal shall be any completely different. Disney ought to do a greater job at discovering a center floor and have a extra delicate contact in dealing with DAS, however there are a variety of issues we imagine Disney ought to do otherwise. That doesn’t make day-to-day operations an acceptable matter for vote at shareholder conferences.
One essential factor to remember right here is that it’s not particular person shareholders who’re outcome-determine on issues like this. It received’t be plugged-in followers who’re sympathetic to the plight of disabled company casting the deciding votes. It’s the massive institutional buyers like BlackRock, Vanguard and Constancy which are make or break.
Though Disney’s inventory has underperformed for the final a number of years, that’s not attributable to the theme parks. Accordingly, institutional buyers aren’t going to concern themselves with this. Will probably be deemed too trivial, and they’re going to settle for Disney’s arguments that have been laid out above.
The DAS evaluate shareholder proposal will fail, and it received’t even be a detailed vote. And for the report, related shareholder proposals about bringing again Disney’s Magical Categorical, restoring free FastPass–or any variety of choices that may be overwhelmingly well-liked amongst followers–would likewise be rejected, and spectacularly so. Followers aren’t the decisive voting bloc. All BlackRock, Vanguard, and so forth. have to see is that this: “The proposal’s request wouldn’t improve shareholder worth.” That’s the entire ballgame.
Anyway, simply needed to convey this to your consideration since this Incapacity Entry Service shareholder proposal has been an ongoing story, and this additional crystalizes the corporate’s place on it. To finish on a probably constructive be aware for this who help additional DAS evaluate, simply getting this on the poll and in entrance of buyers ought to be deemed a small victory.
This isn’t alone isn’t going to alter something, however it retains the dialog concerning the controversial DAS adjustments going, and that assist would possibly put strain on Disney for additional reform, a casual rule leisure, or simply making the method much less dehumanizing. We’ll maintain you posted.
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YOUR THOUGHTS
Ideas on the shareholder proposal for an unbiased evaluate of DAS adjustments at Walt Disney World and Disneyland? Anticipate this to be authorised or rejected? Agree or disagree with our evaluation of the adjustments or coverage as a complete? Please attempt to keep on matter–we’ve seen a few of these DAS feedback sections get heated and private. Focus on the coverage itself, not others’ use (or lack thereof) of it.
