e8vk
Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):
December 23, 2004


The Walt Disney Company

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

     
1-11605
(Commission File Number)
  95-4545390
(IRS Employer Identification No.)
     
500 South Buena Vista Street
Burbank, California
(Address of principal executive offices)
   
91521
(Zip Code)

(818) 560-1000
(Registrant’s telephone number, including area code)

Not applicable
(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     
o
  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 


TABLE OF CONTENTS

Item 1.01 Entry into a Material Definitive Agreement.
Item 9.01 Financial Statements and Exhibits.
Signatures
Exhibit 10(a)
Exhibit 10(b)


Table of Contents

Item 1.01 Entry into a Material Definitive Agreement.

     The Registrant is filing new forms of award agreements for performance-based stock unit awards and stock option awards applicable to executive officers of the Registrant as exhibits to this report and their terms are incorporated herein by reference. The new forms implement certain terms of the Registrant’s revised long-term incentive compensation program.

Item 9.01 Financial Statements and Exhibits.

     
(c)
  Exhibits
 
   
  10(a) Form of Performance-Based Stock Unit Award (Dual Performance Goals)
  10(b) Form of Non-qualified Stock Option Award Agreement (Seven Year Form)

Signatures

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
  The Walt Disney Company
 
 
  By:   /s/ Roger J. Patterson    
    Roger J. Patterson   
    Vice President, Counsel   
 

Dated: December 23, 2004