NOTICE OF ANNUAL MEETING OF SHAREHOLDERS …

Letter to the Shareholders

JANUARY 19, 2021

Dear Fellow Shareholder,

Over the past year, The Walt Disney Company has navigated the most difficult environment we have experienced in our history. With challenges presented to us all amidst an unprecedented global health pandemic and social unrest throughout the U.S., we fully recognize all of the Company's employees, communities and shareholders have each been impacted. We are extremely proud of the work of the entire Disney family to successfully navigate these challenges and emerge stronger as a Company, while keeping each other's well-being as our primary focus.

From the earliest stages of the COVID-19 pandemic, the Company took steps to address the health and safety of our employees, cast members and communities. To that end, the Company provided essential healthcare and family services and resources, implemented health and safety protocols in our work areas and parks and increased support provided to our local communities. The Board continues to work in close coordination with the management team in its response to the pandemic.

Succession planning has been a key focus of the Board for many years. Earlier this year, we announced the appointment of Bob Chapek as Chief Executive Officer, the seventh CEO in Disney's history. Bob Chapek has had a distinguished career at the Company for nearly three decades, having held leadership roles in many of our businesses across Parks, Consumer Products and Studio Entertainment. We are confident that Bob will be a worthy steward of the Disney legacy and will guide our portfolio of businesses to future success. Indeed, this past October, less than a year after taking on the role of CEO, Bob proposed, and the Board supported, an important strategic reorganization of the Company's media and entertainment businesses to accelerate the Company's direct-to-consumer strategy and build on its powerful content creation platforms.

Another area of Board focus is oversight of the Company's corporate social responsibility and the Company's efforts to promote a long-term sustainable business, including maintaining a workplace in which all employees and cast members feel welcomed and supported. There is much work underway at the Company to enhance its sustainability practices, workforce equity disclosure and diversity and inclusion initiatives and reporting. Our key focus areas and actions the Company has taken to address these important topics this year are further described in these proxy materials, and we look forward to sharing updates on these topics with you in the coming months.

We strive to connect with all of our stakeholders and believe a constructive dialogue with our shareholders in particular is an invaluable resource, now more than ever. We look forward to continuing our conversations with you and incorporating your feedback and insight across the Company.

Sincerely,

SUSAN E. ARNOLD Lead Director

Table of Contents

PROXY SUMMARY

1

AUDIT-RELATED MATTERS

62

Proxy Voting Roadmap

1

Audit Committee Report

62

Fiscal 2020 Overview

2

Policy for Approval of Audit and Permitted

Board of Directors

5

Non-audit Services

63

Fiscal 2020 Shareholder Engagement and

Auditor Fees and Services

63

Responsiveness

6

Fiscal 2020 Named Executive Officer ("NEO")

ITEMS TO BE VOTED ON

64

Compensation

6

Election of Directors

64

Compensation Structure and Philosophy Shareholder Proposals Commitment to Diversity & Inclusion Commitment to Sustainability

7

Ratification of Appointment of Independent

7

Registered Public Accountants

70

8

Advisory Vote on Executive Compensation

70

9

Shareholder Proposals

71

Other Matters

75

CORPORATE GOVERNANCE AND BOARD MATTERS

10

The Board of Directors

10

INFORMATION ABOUT VOTING AND THE MEETING

76

Board Leadership

10

Shares Outstanding

76

Committees

11

Attendance at the Meeting

76

The Board's Role in Risk Oversight

12

Voting

76

Management Succession Planning

13

OTHER INFORMATION

78

Director Selection Process

13

Stock Ownership

78

Director Independence

14 Electronic Availability of Proxy Statement

Certain Relationships and Related Person

and Annual Report

79

Transactions

15 Mailings to Multiple Shareholders

Shareholder Communications

16

at the Same Address

79

Proxy Solicitation Costs

80

DIRECTOR COMPENSATION

18

EXECUTIVE COMPENSATION

ANNEX A -- RECONCILIATION OF NON-GAAP

21

MEASURES

A-1

Letter from the Compensation Committee

21

Compensation Discussion and Analysis

22

Executive Compensation Program Structure

25

2020 Compensation Decisions

35

Compensation Committee Report

42

Compensation Tables

43

The Walt Disney Company (500 South Buena Vista Street, Burbank, California 91521) is providing you with this proxy statement relating to its 2021 Annual Meeting of shareholders. We began mailing a notice on January 19, 2021 containing instructions on how to access this proxy statement and our annual report online, and we also began mailing a full set of the proxy materials to shareholders who had previously requested delivery of the materials in paper copy. References to "the Company", "Disney" or "our" in this Proxy Statement refer to The Walt Disney Company and, as applicable, its consolidated subsidiaries.

THE WALT DISNEY COMPANY NOTICE OF 2021 ANNUAL MEETING AND PROXY STATEMENT

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