Good morning, everyone.
Good morning.
I welcome you to this special meeting of the shareholders of The Walt Disney Company. I'm Alan Braverman. I'm the Senior Executive Vice President, General Counsel, and Secretary of the company. Joining me on stage is Christine McCarthy. She is the Senior Executive Vice President and Chief Financial Officer of the company. Now, this meeting has been duly called and is being conducted in conformity with the laws of Delaware and the company's charter and bylaws. If you've already voted by proxy for this meeting, you don't need to vote again now. If you haven't voted yet, or if you want to change your vote, you may do that now. Please just remember that if you voted before June 28th, your vote was canceled, and you need to have voted again on or after that date, June 28th.
Please raise your hand if you need a ballot to vote or if you want to change your vote. We'll have someone collect all ballots cast later in the meeting this morning. We have one singular item on the agenda today, a proposal to approve the issuance of shares of new Disney in connection with the proposed merger with 21st Century Fox. The notice for the meeting also included a proposal to adjourn this meeting if necessary or appropriate, under the circumstances, it won't be necessary to consider that proposal. I would now like to ask Christine to provide some background on the proposal before the meeting today. Christine?
Thank you, Alan. The proposal that you have been asked to consider is the issuance of shares of new Disney to shareholders of 21st Century Fox as consideration in the 21st Century Fox merger. The board of directors has unanimously recommended that shareholders approve this proposal. As explained in the proxy statement, new Disney is an entity that has been created to facilitate the acquisition of certain businesses of 21st Century Fox. Under the terms of the merger agreement, Disney and 21st Century Fox will merge with separate subsidiaries of new Disney. After giving effect to the mergers, new Disney will be renamed The Walt Disney Company, will hold all the businesses of our current company, and will acquire certain businesses of 21st Century Fox. Your shares in the existing Walt Disney Company will automatically be converted into the shares of the new company.
Thank you, Christine. The company has retained Broadridge Investor Communication Solutions as inspector of elections for this meeting. I'd now like to introduce Belinda Massafra, a representative of Broadridge, and ask her to report on the number of outstanding shares present today and voting.
Thank you, Mr. Braverman. As of the close of business on May 29th, 2018, the record date for this meeting, there were 1,486,750,541 shares of common stock outstanding, each of which is entitled to one vote. There are at least 1,016,721,263 shares of common stock represented by proxy at this meeting, representing at least 68% of the total number of shares entitled to vote.
Thank you. Based on that report, I declare that a quorum is present, that this meeting is qualified to proceed, that the polls are now open. At this point, I will open the floor to discussion of this proposal. Copies of rules for the meeting were provided at the registration table as you came in. I would ask everyone to respect those rules. In particular, I would note that the only item of business before this meeting is the consideration of the issuance of shares in connection with the 21st Century Fox merger, any comments or questions should be directed to that matter only. Comments or questions on any other matter will be considered out of order. If you would like to address the proposal, please proceed to a microphone and wait to be recognized. Please state your name and then proceed with your remarks.
Consistent with the rules, I'd ask you to limit your remarks to two minutes in order to give other shareholders a fair opportunity to respond. All right. Ready?
You have the floor.
Oh, okay.
I was a little confused when they said they'd be issuing new shares. Are we going to be sent new share certificates?
Christine?
It depends on how you hold your shares. If you hold it electronically or through a broker, it'll be recognized through your statements.
I-
It'll be automatically converted.
I hold my-
Physical shares?
Physical, yeah.
We'll have to get back to you on that. I think that we have largely gone away from the issuance of physical shares.
We'll have someone from our shareholder services group get back to you. You can leave your name with someone.
All right. Thank you.
My name is Ira Rene Kriaukas. I'm a professor of economics at Duke University. Since we're doing a merger at the $76 billion between Fox, I think we are overpaying for Fox. The reasonable price should have been between $8 billion-$10 billion or less. Thank you.
Thank you. Okay. Well, if there are no further comments, this concludes consideration of the item presented at the meeting. If anyone has not yet voted and you are holding a ballot, please raise your hand and someone will come along to collect it. I'm sorry, I didn't see you.
It's fine. I have a question about the future about The Walt Disney Company. It doesn't really have anything to do with Well, the question is, once the deal with Fox goes through, do you have any plans to move out of California to somewhere else? Yeah, that's my question.
Well, I'm aware of no plans to move outside of California. That's where our headquarters are.
All right. Thank you.
The polls will now close, I would ask the Inspector of Election to give us her report based on the proxies received by the opening of the polls at today's meeting.
Thank you, Mr. Braverman. We have received proxies for 99% of shares voting to approve the proposal to approve the issuance of new Disney common stock in connection with the 21st Century Fox merger. That concludes my report.
Thank you. Based on that report, subject to the counting of ballots presented at this meeting and the final confirmation of results by the Inspector of Election, I declare that the proposed issuance of shares of new Disney in connection with the 21st Century Fox merger has been approved. Before we close, I'd like to do two things. One, I'd like to thank our shareholders on behalf of the company for their overwhelming support of this transaction. Second, one of my colleagues is in the audience, and he's not on stage with us, but he was instrumental in senior management and moving this merger forward to the point that we now are, and he should be recognized. Kevin Mayer. Well, thank you all, and thank you for coming to the meeting. Thank you. Have a good day