Bloomberg Law
Jan. 13, 2023, 6:10 PM

Disney Must Face Proxy Proposal to Report Donations, SEC Says

Andrew Ramonas
Andrew Ramonas
Senior Corporate Disclosure Reporter

The Walt Disney Co. was unable to win the SEC’s support to discard a shareholder proposal that encourages the company to disclose charitable contributions.

The entertainment giant sought to exclude a proposal from investor Thomas Strobhar from consideration at its annual meeting this year, saying Securities and Exchange Commission rules against micromanaging should allow it to do so. The proposal urges Disney to consider publishing on its website any recipient of at least $10,000 in charitable gifts from the company.

SEC staffers said on Thursday they disagreed. Companies regularly seek the SEC’s guidance on whether they can stop votes on shareholder proposals without violating agency rules and facing an enforcement action.

“We believe that the Proposal relates to the Company’s charitable contributions generally and does not seek to micromanage the company,” the SEC said in a letter.

Neither a Disney lawyer nor Strobhar immediately responded to requests for comment.

The proposal is part of a growing number of investor initiatives that are targeting political spending and other corporate contributions this proxy season. Shareholders are moving to press companies on how their donations align with their stances on abortion and other hot-button issues.

Strobhar in a supporting statement with his proposal singled out interest in contributions to the Planned Parenthood Federation of America and the Southern Poverty Law Center, a civil rights advocate, among other organizations.

“Absent a system of accountability and transparency, some charitable contributions may be made unwisely, potentially harming the Company’s reputation and shareholder value,” he said in his supporting statement.

The proposal doesn’t take a neutral stance, Lillian Brown, a lawyer for Disney, said in an October letter to the SEC.

Strobhar is making a “veiled effort” to push Disney not to support certain organizations, said Brown, a Wilmer Cutler Pickering Hale and Dorr LLP partner. He strongly opposes abortion and same-sex marriage, she said.

“The fact that the Proposal’s resolution itself initially appears to be facially neutral does not change the analysis,” Brown said. “Substantial precedent exists that recognizes that even where the language of a resolution does not target specific charities or types of charities, a proposal may still be excluded.”

To contact the reporter on this story: Andrew Ramonas in Washington at

To contact the editors responsible for this story: Jeff Harrington at; Michael Ferullo at

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