Earlier this week, we reported on Disney reversing course on its previous plan to exclude from its proxy statement a shareholder proposal to conduct an independent & public review of its controversial Disability Access Service policy changes at Walt Disney World and Disneyland. Here’s the latest on that, with details about the DAS vote in the annual meeting.
Previously, Disney sent a new letter to the Securities and Exchange Commission (SEC) withdrawing its previous no-action request (from November), meaning that they no longer were seeking any assurances from the SEC regarding a potential enforcement action against Disney for the exclusion. The company no longer sought such an assurance because they’ve instead opted to include the aforementioned shareholder proposal in their proxy materials for the 2026 annual meeting.
Only a couple of days later, Disney has now filed its proxy statement with the SEC ahead of the Annual Meeting of Shareholders on March 18, 2026. In this, the company elaborates on its stance to the Disability Access Service shareholder proposal seeking independent review of the controversial changes.
Spoiler alert: Disney’s Board is recommending shareholders vote against outside DAS risk analysis, which is exactly as expected. Here’s the latest, along with when it’ll come up during the shareholder meeting and Disney’s explanation for rejecting review of DAS.
During the Annual Meeting of Shareholders, there are four shareholder proposals that will be presented and voted on after votes on approving executive compensation, accountants, and the election of the board of directors. There shareholder proposal in question is #7: “Independent Review and Report on Accessibility and Disability Inclusion Practices” (page 94).
Here’s a summary of the shareholder’s statement in support of the proposal, followed by the resolution in full:
Shareholder Statement & Resolution
Disney’s brand and financial stability are under strain from underperforming films, rising park costs, consumer boycotts, and waning trust. According to the resolution, a significant contributor to this strain is the company’s recent overhaul of disability accommodations at its parks due to negative media coverage, social media, guests canceling trips and Annual Passes, as well as legal exposure to a class action lawsuit.
As a result of the controversial DAS changes, Disney exposed itself to legal claims, regulatory scrutiny, and brand damage. Other companies have faced multimillion-dollar settlements under accessibility-related actions. Future liabilities could include costly settlements, operational disruption, and weakened market positioning.
Resolved: Shareholders request that Disney commission an independent review, conducted by a qualified third party, of the company’s accessibility and disability inclusion practices. This review should assess legal, financial, and reputational risks; evaluate Disney’s policies against international accessibility standards and competitors; and identify opportunities for leadership improvement. Shareholders further request that the Board provide a public summary and internal briefing on the findings to ensure accountability and transparency.
The Walt Disney Company’s Proxy Statement Response
The Walt Disney Company prefaces the shareholder proposal with the following:
Given recent regulatory changes, we are including this proposal in the proxy statement, notwithstanding that we believe that it does not meet the requirements of Rule 14a-8, including on grounds that the proposal, read together with its supporting statement, is materially false and misleading in multiple respects (including statements regarding the Company and statements regarding purported research the proponent cites), relates to the Company’s ordinary business operations and has already been substantially implemented by the Company. These bases for exclusion are detailed in the Company’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 decrease in the last fiscal year was attributable to hurricanes. Moreover, park operations are ordinary business and not subject to shareholder micromanagement; that they’ve already done their due diligence on the DAS changes, and there’s no duty to disclose any nonpublic information.
There’s still more to it than that, but Disney indicated in the proxy statement that the company has limited its response to the most important points and have not attempted to address all the statements with which they disagree. You can read Disney’s full argument here.
The Walt Disney Company Board Recommendation
The Walt Disney Company Board recommends that shareholders vote against this proposal for the following key reasons, as discussed in more detail below:
- The Company is committed to the design and implementation of innovative and effective services that accommodate persons with disabilities and already reviews its practices on an ongoing basis. The Company has been the industry leader in accessibility for over 30 years.
- The Company provides detailed public information, tips and recommendations regarding its accessibility and disability inclusion practices, both online and in person in its theme parks.
- The Company provides strong governance and oversight of its inclusion practices, as well as risk management.
- The proposal’s request would not enhance shareholder value.
Across the Company, we endeavor to provide opportunities to enjoy our products and services. To that end, the Company has made thoughtful investments to incorporate accessibility for people with disabilities throughout our operations as we strive to design, promote and serve as a model for accessibility.
The Company has given the same attention to detail in its development of the Disability Access Service program for its domestic parks, which provides an extraordinary benefit – never having to wait in the regular standby lines for most rides for those who require that option.
The Company also offers a broad range of different accommodations to assist in accessing the rides and other attractions in the parks, accessing our content and programming and experiencing our other products and services. For example, the Company offers a range of tools and accessibility features across our streaming platforms and networks, including tools such as audio descriptions, closed captioning, keyboard navigation and interoperability with popular screen readers.
The Company provides detailed information regarding accessibility and disability inclusion practices on its websites, including the publication of an Accessibility Topic Brief. Each of our theme parks also publicly provides thorough information about its accommodations and assists guests both before and during their visits. For our domestic theme parks, Disneyland Resort and Walt Disney World Resort, this includes pages on the Disability Access Service program with guidance on registration and the process for using the program once in one of the parks.
The Company has strong governance and oversight of both its accessibility efforts and risk management. Our Senior Executive Vice President and Chief People Officer leads Disney’s global people and culture strategy; talent acquisition and development; compensation and benefits; opportunity and inclusion; organizational effectiveness; and employee services and systems. Reporting to our Chief People Officer, our Senior Vice President and Chief Opportunity & Inclusion Officer leads the Company’s Opportunity & Inclusion strategy and partners closely with leaders and teams across all segments to foster a culture rooted in belonging. The Chief Safety Officer leads the Company’s guest safety efforts for Disney Experiences, including those related to guest accessibility, in collaboration with businesses and leaders across the Company. The Board and its committees oversee the Company’s major financial, legal and reputational risks, supporting strong brand stewardship and mitigation of such risks. See section entitled “The Board’s Role in Risk Oversight” in this proxy statement for more details.
The Company already details the support and accommodations it offers to guests and consumers with accessibility needs, as well as risk oversight practices and governance. The Board therefore believes that the proposal’s request is not in the best interests of the Company and its shareholders as it would not provide meaningful additional information to shareholders to merit the resources it would require.
For the reasons set forth above, our Board unanimously recommends voting AGAINST this proposal.
Our Commentary
What’s most interesting about the proxy statement is just how uninteresting it is. Disney uses a lot of words to say very little, which is precisely the point. Nothing in the above is going to pose a problem for Disney down the road in the class action lawsuit for future litigation. There aren’t any claims that can be exploited or present legal exposure.
Some shareholders and disabled guests will certainly disagree with Disney’s assertions about it being an industry leader, DAS being an extraordinary benefit, or guests who use the service never having to wait in a regular standby line–but they’re nevertheless the type of claims you’d expect Disney to make, and most of those about DAS are conditional (guests who require the service).
All in all, it reads very press release-y and similar to what we’ve seen before. Not a huge surprise, as all of the DAS materials released to date have likely passed the desk of multiple attorneys.
Beyond that, this section covers no new ground, as our analysis on this shareholder proposal has not materially changed since the SEC no-action letter first surfaced last year. Accordingly, this mostly just paraphrases what we’ve previously covered.
The only somewhat new commentary concerns why Disney has waffled on the shareholder proposal. After the last post was published we added the explanation for that, which boils down to the SEC issuing a Statement Regarding the Division of Corporation Finance’s Role in the Exchange Act Rule 14a-8 Process for the Current Proxy Season on November 17, 2025.
With that, the SEC has determined to not respond to no-action requests for, and express no views on, companies’ intended reliance on any basis for exclusion of shareholder proposals. That statement was made 10 days after Disney submitted its no-action letter, so Disney wouldn’t have known of that position when making the request.
Basically, this means that the Walt Disney Company is not going to get a response from the SEC with regard to its no-action letter. On this same basis, many other companies have withdrawn their no-action requests, presumably due to the legal uncertainty of them (just look at all of the “withdrawn” parentheticals here).
That’s the simplest and most straightforward for this reversal; that Disney is taking the certainty of the proposal being shot down by shareholders over the risk of an enforcement action resulting from excluding it without the backing of the SEC.
And there’s every reason to believe this shareholder proposal will be rejected.
Anyone who has listened to the annual meetings knows that there are a lot of politically-charged and niche causes presented. All of them are summarily shot down without much in the way of further discussion.
There’s no reason to believe the fate of this DAS proposal will be any different. Disney should do a better job at finding a middle ground and have a more delicate touch in handling DAS, but there are a lot of things we believe Disney should do differently. That does not make day-to-day operations an appropriate topic for vote at shareholder meetings.
One important thing to keep in mind here is that it is not individual shareholders who are outcome-determine on things like this. It won’t be plugged-in fans who are sympathetic to the plight of disabled guests casting the deciding votes. It’s the large institutional investors like BlackRock, Vanguard and Fidelity that are make or break.
Although Disney’s stock has underperformed for the last several years, that’s not attributable to the theme parks. Accordingly, institutional investors are not going to concern themselves with this. It will be deemed too trivial, and they will accept Disney’s arguments that were laid out above.
The DAS review shareholder proposal will fail, and it won’t even be a close vote. And for the record, similar shareholder proposals about bringing back Disney’s Magical Express, restoring free FastPass–or any number of decisions that would be overwhelmingly popular among fans–would likewise be rejected, and spectacularly so. Fans are not the decisive voting bloc. All BlackRock, Vanguard, etc. need to see is this: “The proposal’s request would not enhance shareholder value.” That’s the whole ballgame.
Anyway, just wanted to bring this to your attention since this Disability Access Service shareholder proposal has been an ongoing story, and this further crystalizes the company’s position on it. To end on a potentially positive note for this who support further DAS review, just getting this on the ballot and in front of investors should be deemed a small victory.
This isn’t alone isn’t going to change anything, but it keeps the conversation about the controversial DAS changes going, and that help might put pressure on Disney for further reform, an informal rule relaxation, or just making the process less dehumanizing. We’ll keep you posted.
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YOUR THOUGHTS
Thoughts on the shareholder proposal for an independent review of DAS changes at Walt Disney World and Disneyland? Expect this to be approved or rejected? Agree or disagree with our assessment of the changes or policy as a whole? Please try to stay on topic–we’ve noticed some of these DAS comments sections get heated and personal. Discuss the policy itself, not others’ use (or lack thereof) of it.