Lillian Brown

+1 202 663 6743 (t)

+1 202 663 6363 (f)

lillian.brown@wilmerhale.com

November 22, 2023

Via Online Shareholder Proposal Form

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Chief Counsel

100 F Street, NE

Washington, DC 20549

Re:

The Walt Disney Company

Exclusion of Shareholder Proposal by AFL-CIO Equity Index Funds

Ladies and Gentlemen:

We are writing on behalf of our client, The Walt Disney Company (the “Company”), to inform

you of the Company’s intention to exclude from its proxy statement and proxy to be filed and

distributed in connection with its 2024 annual meeting of shareholders (the “Proxy Materials”),

the enclosed shareholder proposal and supporting statement (collectively, the “Proposal”)

submitted by Segal Marco Advisors on behalf of AFL-CIO Equity Index Funds, together with

co-filers the New York City Employees’ Retirement System, the New York City Fire Pension

Fund, the New York City Police Pension Fund and the New York City Board of Education

Retirement System (collectively, the “Proponent”), requesting that the Company prepare and

disclose on the Company website a report regarding the Company’s use of artificial intelligence

(“AI”).

The Company respectfully requests that the staff of the Division of Corporation Finance (the

“Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) advise the

Company that it will not recommend any enforcement action to the Commission if the Company

excludes the Proposal from its Proxy Materials pursuant to Rule 14a-8(i)(7) of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), on the basis that the Proposal relates

to the Company’s ordinary business operations.

Pursuant to Exchange Act Rule 14a-8(j) and Staff Legal Bulletin No. 14D (November 7, 2008)

(“SLB 14D”), the Company is submitting electronically to the Commission this letter, and the

Proposal, as well as related correspondence with the Proponent (attached as Exhibit A to this

letter), and is concurrently sending a copy to the Proponent.

November 22, 2023

Page 2

Background

On October 11, 2023, the Company received the Proposal from the Proponent. The Proposal

states in relevant part as follows:

RESOLVED: Shareholders request that The Walt Disney Company (the

“Company”) prepare and publicly disclose on the Company’s website a

transparency report that explains the Company’s use of Artificial Intelligence

(“AI”) in its business operations and the Board’s role in overseeing AI usage, and

sets forth any ethical guidelines that the company [sic] has adopted regarding its

use of AI. This report shall be prepared at a reasonable cost and omit information

that is proprietary, privileged, or violative of contractual obligations.

Basis for Exclusion

The Proposal may be excluded pursuant to Rule 14a-8(i)(7) because the subject matter of the

Proposal directly concerns the Company’s ordinary business operations.

Rule 14a-8(i)(7) permits a company to exclude a shareholder proposal if the proposal “deals with

a matter relating to the company’s ordinary business operations.” The underlying policy of the

ordinary business exclusion is “to confine the resolution of ordinary business problems to

management and the board of directors, since it is impracticable for shareholders to decide how

to solve such problems at an annual shareholders meeting.”

See Amendments to Rules on

Shareholder Proposals

, Release No. 34-40018 (May 21, 1998) (the “1998 Release”). An

exception to this principle may be made where a proposal focuses on significant social policy

issues that transcend the day-to-day business matters of the company.

See

1998 Release. The

Staff most recently discussed its interpretation of how it will consider whether a proposal

“transcends the day-to-day business matters” of a company in Staff Legal Bulletin No. 14L

(November 3, 2021) (“SLB 14L”), noting that it is “realign[ing]” its approach to determining

whether a proposal relates to ordinary business with the standards the Commission initially

articulated in 1976 and reaffirmed in the 1998 Release. Under this realignment, the Staff will “no

longer tak[e] a company-specific approach to evaluating the significance of a policy issue under

Rule 14a-8(i)(7)” but rather will consider only “whether the proposal raises issues with a broad

societal impact, such that they transcend the ordinary business of the company.”

As set out in the 1998 Release, there are two “central considerations” underlying the ordinary

business exclusion. One consideration is that “[c]ertain tasks are so fundamental to

management’s ability to run a company on a day-to-day basis that they could not, as a practical

SLB 14L also explicitly rescinded prior Staff Legal Bulletin Nos. 14I, 14J and 14K, which set out a company-

specific approach to the significant social policy issue analysis.

November 22, 2023

Page 3

matter, be subject to direct shareholder oversight.” The other consideration is that a proposal

should not “seek[] to ‘micro-manage’ the company by probing too deeply into matters of a

complex nature upon which shareholders, as a group, would not be in a position to make an

informed judgment.” We believe the Proposal implicates both of these considerations.

The Company leverages innovative technological strategies and maintains an understanding of

emerging technology trends to continuously improve the guest experience and build strong

connections with audiences. This includes the development and use of AI and machine learning

as fundamental technologies that are integral to a wide variety of applications within the

business. The Proposal speaks broadly to the use of AI in the Company’s business operations. As

a result, the report requested in the Proposal could encompass potentially every aspect of the

Company’s business, including whether and how it chooses to use AI/machine learning (if at all)

in the course of routine business operations such as content development and distribution, supply

chain management, and financial management and planning, as well as in managing the

Company’s use of applications and algorithms throughout its daily processes.

The Proposal may be excluded under Rule 14a-8(i)(7) on the basis that the Proposal relates to the

ordinary business activities of the Company. The Staff has consistently concurred in exclusion of

proposals addressing a company’s business practices and operations, choice of technologies,

conduct of ethical business practices, and management of the workforce on this basis. Moreover,

framing a shareholder proposal in the form of a request for a report does not change the

underlying nature of the proposal. Instead, a proposal requesting the dissemination of a report

may be excludable under Rule 14a-8(i)(7) if the subject matter of the proposed report is within

the ordinary business of the company.

See Amendments to Rule 14a-8 Under the Securities

Exchange Act of 1934 Relating to Proposals by Security Holders

, Release No. 34-20091 (August 16,

1983) (“[T]he staff will consider whether the subject matter of the special report or the

committee involves a matter of ordinary business; where it does, the proposal will be

excludable”). Additionally, because of the extensive scope of information on which the Proposal

would have the Company report, the Proposal is excludable under Rule 14a-8(i)(7) because it

seeks to micromanage the Company.

The Proposal may be excluded because it relates to the Company’s business practices

and operations.

The Proposal requests that the Company report on the Company’s use of AI in its business

operations. The Staff has consistently concurred with the exclusion of shareholder proposals, like

the Proposal, that relate generally to a company’s business operations but seek a more targeted

review of certain aspects of those operations. For example, in

JPMorgan Chase & Co.

(March

21, 2023,

recon. denied

April 3, 2023), the Staff concurred in exclusion under Rule 14a-8(i)(7)

of a proposal requesting a report on company business practices that prioritize non-pecuniary

November 22, 2023

Page 4

factors when it comes to establishing, rejecting, or failing to continue client relationships.

See

also

Amazon.com, Inc.

(March 16, 2018) (concurring in exclusion under Rule 14a-8(i)(7) of a

proposal requesting a report on the risks arising from the public debate over the company’s

growth and societal impact and how the company is managing or mitigating those risks);

CVS

Corporation

(February 1, 2000) (concurring in exclusion under Rule 14a-8(i)(7) of a proposal

requesting that the company prepare an annual strategic plan report describing its goals,

strategies, policies, and programs as “relating to its ordinary business operations (i.e., business

practices and policies)”); and

Westinghouse Electric Corporation

(January 27, 1993) (concurring

in exclusion under Rule 14a-8(i)(7) of a proposal requesting a report on the “operations” over a

six year period of a subsidiary that had incurred significant losses, including policies, guidelines,

and actual practices in effect at the subsidiary and addressing the conduct of its business, which

the Staff noted dealt with the ordinary business matter of “business practices and operations”).

The Proposal may be excluded because it relates to the Company’s choice of

technologies.

Fundamentally, the Proposal focuses on whether and how the Company implements AI across its

business operations. It therefore fits clearly into a long line of excludable proposals seeking to

address companies’ choice of technologies. While the Proposal does not define AI, it cites to a

report of the White House Office of Science and Technology (the “AI Bill”), which refers to AI

as “automated systems” and adopts a broad definition of the term to include “any system,

software, or process that uses computation as whole or part of a system to determine outcomes,

make or aid decisions, inform policy implementation, collect data or observations, or otherwise

interact with individuals and/or communities.”

Through this lens, the use of automated systems

more generally is not new.

And in fact, the Proposal does not request a report related to any

See

“Definitions” at White House Office of Science and Technology Policy, “Blueprint for an AI Bill of Rights:

Making Automated Systems Work for the American People” (October 2022),

available at

https://www.whitehouse.gov/ostp/ai-bill-of-rights

See, e.g.

, Adi Ignatius, “The HBR Interview: Technology, Tradition, and the Mouse” (July-August 2011)

(describing an interview with Bob Iger, CEO of Disney, in which Mr. Iger stated “I really believed the company

should look at technology as a friend. It had been part of the company originally: Walt Disney was a big believer in

technology.”),

available at

https://hbr.org/2011/07/the-hbr-interview-technology-tradition-and-the-; Bill Lyndon,

“The Magic of Automation” (September 12, 2012),

available at

https://www.automation.com/en-us/articles/2012-

2/the-magic-of-automation

; Bernard Marr, “Disney Uses Big Data, IoT And Machine Learning to Boost Customer

Experience” (August 24, 2017),

available at

https://www.forbes.com/sites/bernardmarr/2017/08/24/disney-uses-big-

data-iot-and-machine-learning-to-boost-customer-experience/?sh=7a76c90f3387

; Lucasfilm Ltd., “A Brief History

of Lucasfilm Innovations and Achievements”,

available at

: https://www.lucasfilm.com/who-we-are/our-story/.

See

also

, Peter Stone, et al., “Artificial Intelligence and Life in 2030,” One Hundred Year Study on Artificial

Intelligence: Report of the 2015-2016 Study Panel, Stanford University, Stanford, CA (Sept. 2016),

available at

https://ai100.stanford.edu/sites/g/files/sbiybj18871/files/media/file/ai100report10032016fnl_singles.pdf.

November 22, 2023

Page 5

specific novel technology, but rather a report on how the Company uses AI (conceivably broadly

defined) across the entirety of its business operations.

The Staff has consistently concurred that “[p]roposals that concern a company’s choice of

technologies for use in its operations” are excludable under rule 14a-8(i)(7) as related to ordinary

business matters.

FirstEnergy Corp.

(March 8, 2013).

See also

Amazon.com, Inc.

(April 7, 2022) (concurring in exclusion under Rule 14a-8(i)(7) of a proposal

requesting a report on risks and other considerations associated with staffing, because the

proposal did not “transcend[] ordinary business matters”);

Yum! Brands, Inc.

(March 6, 2019)

(concurring in exclusion under Rule 14a-8(i)(7) of a proposal relating to adopting a policy not to

“engage in any Inequitable Employment Practice” because it related “generally to the

[c]ompany’s policies concerning its employees and does not focus on an issue that transcends

ordinary business matters”); and

Starwood Hotels & Resorts Worldwide, Inc.

(February 14,

2012) (concurring in exclusion under Rule 14a-8(i)(7) of a proposal requesting verification and

documentation of U.S. citizenship for the company’s U.S. workforce and requiring training for

foreign workers in the U.S. to be minimized because it “relates to procedures for hiring and

training employees” and “[p]roposals concerning a company’s management of its workforce are

generally excludable under [R]ule 14a-8(i)(7)”); and

Intel Corp.

(March 18, 1999) (concurring in

exclusion under Rule 14a-8(i)(7) of a proposal requesting adoption of an “Employee Bill of

Rights,” including limited work-hour requirements, relaxed starting times, and a requirement that

employees treat one another with dignity and respect, because it “relat[ed], in part, to Intel’s

ordinary business operations (i.e., management of the workforce)”).

Workforce management considerations, like those at issue in the above-cited precedent, are not

unique to AI. Long before recent AI developments, companies and workers have navigated

workforce management issues, such as those concerning discrimination or bias against

employees or decisions to automate jobs or replace workers. As such, the Company already has

robust policies and procedures in place to address these issues, regardless of whether they arise

in the context of AI or another technology. For example, the Company has adopted Standards of

Business Conduct that set forth the core principles of integrity, trust, teamwork, honesty, playing

November 22, 2023

Page 8

by the rules and respect, which guide the Company’s business practices.

In addition, the

Company maintains a Human Rights Policy that aims to foster safe, inclusive and respectful

workplaces wherever Company products and their components and raw materials are made.

Similarly, the Company strives to conduct its business in accordance with the highest standards

of business ethics and comply with applicable laws, rules, and regulations, including with respect

to copyright laws in the creation of artistic works. The Standards of Business Conduct highlight

the Company’s commitment to lawful business practices with respect to honoring the trade

secrets, trademarks, patents and copyrights of others, and mandates that any questions about

what is permissible be directed to the Company’s legal department for assessment, establishing a

clear internal business procedure for compliance with applicable copyright law by the

Company’s workforce in the production of artistic works.

The Proposal itself tacitly acknowledges that companies are increasingly integrating AI

technology into various aspects of workforce management. As reflected in the above-cited

precedent, the Proposal’s references to various workforce management concerns do not cause the

Proposal to transcend ordinary business matters; instead, these concerns address the Company’s

general management of its workforce. Decisions involving the use of various technologies,

applications, and services in workforce management and the procedures for ensuring compliance

with applicable law (any of which may incorporate AI technology) are multifaceted, complex,

and based on a range of considerations that are integral to managing the day-to-day operations of

the Company. As such, and consistent with the above-cited precedent, the Company may exclude

the Proposal under Rule 14a-8(i)(7) as related to the ordinary business of the Company,

including as relating to the management of the Company’s workforce.

The Proposal does not focus on a significant social policy issue that transcends the

Company’s ordinary business operations.

The Commission has distinguished proposals pertaining to ordinary business matters from those

involving “significant social policy issues.” 1998 Release. When assessing proposals under Rule

14a-8(i)(7), the Staff considers the terms of the resolution and its supporting statement as a

whole.

See

Staff Legal Bulletin No. 14C, part D.2 (June 28, 2005). While “proposals…focusing

on sufficiently significant social policy issues…generally would not be considered to be

excludable,” the Staff has indicated that proposals relating to both ordinary business matters and

significant social policy issues may be excludable in their entirety in reliance on Rule 14a-8(i)(7)

if the significant social policy issues do not cause the proposal to “transcend the day-to-day

business matters.”

See

1998 Release. Staff no-action responses have followed this approach over

the years, establishing clear precedent that proposals that refer to topics that might raise

See

https://impact.disney.com/app/uploads/Current/TWDC-Standards-of-Business-Conduct.pdf.

See

https://impact.disney.com/app/uploads/Current/TWDCHumanRightsPolicy-FINAL.pdf.

See

https://impact.disney.com/app/uploads/Current/TWDC-Standards-of-Business-Conduct.pdf.

November 22, 2023

Page 9

significant social policy issues, but which do not focus on or have only tangential implications

for such issues, are not transformed from an otherwise ordinary business proposal into one that

transcends ordinary business. Such proposals remain excludable under Rule 14a-8(i)(7).

The Proposal relates to whether and how the Company uses AI in its business operations and

therefore does not raise an issue with a “broad societal impact.” We recognize that certain

aspects of AI or the application of certain novel types of AI in specific contexts may raise

significant social policy issues with a broad societal impact, but that is not the case with respect

to the Proposal’s broad focus on the Company’s use of AI across its business operations.

Proposals with passing references touching upon topics that might raise significant social policy

issues—but which do not focus on or have only tangential implications for such issues—are not

transformed from an otherwise ordinary business proposal into one that transcends ordinary

business and, as such, remain excludable under Rule 14a-8(i)(7).

See, e.g.

Amazon.com, Inc.

(April 8, 2022) (concurring in exclusion under Rule 14a-8(i)(7) of a proposal requesting an

annual report on the distribution of stock-based incentives throughout the workforce despite the

proposal referring to wealth inequality in the United States as a significant social policy issue).

The use of AI technology in ordinary business operations reflects further progress in the

historical development of workplace technological trends that include the automation of

manufacturing, innovations in the production of artistic works, augmentation of theme park

experiences, including automated transportation within our parks, and the introduction of

technologies to automate access to rides. Indeed, one of the most fundamental aspects of any

company’s ordinary business operations is the adaptation of new techniques and technologies to

optimize operations, including potentially workforce management, increase productivity, and

seek innovation across its operations. The use of AI technology, broadly defined, across the

Company’s business operations does not present any significant policy issues distinct from these

historical patterns. Such ordinary business matters are the crux of the Proposal’s focus. Thus, the

Proposal does not raise a significant policy issue and may be excluded under Rule 14a-8(i)(7).

The Proposal may be excluded pursuant to Rule 14a-8(i)(7) because it seeks to

micromanage the Company.

The Proposal may also be excluded in reliance on Rule 14a-8(i)(7) on the basis that it seeks to

micromanage the Company with regard to the extent of disclosure of the Company’s use of AI.

In SLB 14L, the Staff clarified that in evaluating companies’ micromanagement arguments, it

will “focus on the level of granularity sought in the proposal and whether and to what extent it

inappropriately limits discretion of the board or management.” The Staff further noted that this

approach is “consistent with the Commission’s views on the ordinary business exclusion, which

is designed to preserve management’s discretion on ordinary business matters but not prevent

November 22, 2023

Page 10

shareholders from providing

high-level direction on large strategic corporate matters

”

(emphasis added).

Since publication of SLB 14L, the Staff has concurred that proposals that probe too deeply into

matters of a complex nature by seeking disclosure of intricate details around internal company

policies and practices micromanage the company and therefore may be excluded in reliance on

Rule 14a-8(i)(7).

See, e.g.

Verizon Communications Inc.

(March 17, 2022) (concurring in

exclusion under Rule 14a-8(i)(7) of a proposal requesting that the company publish annually the

written and oral content of diversity, inclusion, equity or related employee-training materials

offered to the company’s employees on the basis that the proposal “micromanages the

[c]ompany by probing too deeply into matters of a complex nature by seeking disclosure of

intricate details regarding the [c]ompany’s employment and training practices”);

American

Express Company

(March 11, 2022) (concurring in exclusion under Rule 14a-8(i)(7) of a

proposal requesting that the company publish annually the written and oral content of employee-

training materials offered to the company’s employees on the basis that the proposal

“micromanages the [c]ompany by probing too deeply into matters of a complex nature by

seeking disclosure of intricate details regarding the [c]ompany’s employment and training

practices”); and

Deere & Co.

(January 3, 2022) (same). The Proposal here attempts to probe too

deeply into the judgment of management by seeking information on all the ways in which the

Company uses AI across its business operations. Decisions to use or not to use a particular

technology or application in aspects of a company’s business operations and on how to

communicate with investors regarding the conduct of a company’s business operations are a

multi-faceted endeavor guided by numerous factors, including but not limited to legal and

regulatory requirements, business and competitive considerations, and budgetary considerations,

among others. All of these considerations are complicated and outside the ability of shareholders

to assess in the absence of detailed working knowledge of the Company’s operations, and require

that management have discretion to exercise its judgment in making determinations appropriate

for the Company.

Further, the Proposal’s supporting statement specifically highlights, among other applications,

the use of AI in creating artistic works, noting that “lawsuits related to the improper use of AI”

could prove costly to the Company. As with other companies in the entertainment industry, the

creation of artistic works is a fundamental aspect of the Company’s business. Expert judgments,

including legal analysis, are directly involved in management’s business and legal

determinations with respect to the creation of artistic works to assess compliance with copyright

and other intellectual property laws. As described above, and in accordance with the Company’s

Standards of Business Conduct, the Company undertakes such assessment in part through

engagement of its legal department on an ongoing basis. At its core, the Proposal’s request for a

report on the Company’s use of AI with respect to its creation of artistic works, for which the

November 22, 2023

Page 11

Company already engages a robust internal legal process, seeks to involve the Company’s

shareholders in decisions against a backdrop of highly complex intellectual property laws.

Accordingly, in requesting that the Company report on the use of AI across all of the Company’s

business operations, the Proposal is seeking precisely the level of granularity that the Staff

highlighted in SLB 14L, and thus the Proposal may be excluded under Rule 14a-8(i)(7) on the

basis that it seeks to micromanage the Company.

Conclusion

For the foregoing reasons, and consistent with the Staff’s prior no-action letters, we respectfully

request that the Staff concur that it will take no action if the Company excludes the Proposal

from its Proxy Materials pursuant to Rule 14a-8(i)(7), on the basis that the Proposal relates to the

Company’s ordinary business operations.

If the Staff has any questions with respect to the foregoing, or if for any reason the Staff does not

agree that the Company may exclude the Proposal from its Proxy Materials, please do not

hesitate to contact me at lillian.brown@wilmerhale.com or (202) 663-6743. In addition, should

the Proponent choose to submit any response or other correspondence to the Commission, we

request that the Proponent concurrently submit that response or other correspondence to the

Company, as required pursuant to Rule 14a-8(k) and SLB 14D, and copy the undersigned.

Best regards,

Lillian Brown

Enclosures

cc:

Jolene Negre, Associate General Counsel and Secretary

The Walt Disney Company

Maureen O’Brien, SVP of Corporate Governance, Engagement and Proxy Voting

Segal Marco Advisors

AFL-CIO Equity Index Funds

November 22, 2023

Page 12

New York City Employees’ Retirement System

New York City Fire Pension Fund

New York City Police Pension Fund

New York City Board of Education Retirement System

EXHIBIT A

October 11, 2023

Via UPS Air and E-Mail

Jolene E. Negre

Secretary

The Walt Disney Company

500 South Buena Vista Street

Burbank, CA 91521

Re: Shareholder proposal for 2024 Annual Shareholder Meeting

Dear Ms. Negre:

Segal Marco Advisors is filing a shareholder proposal on behalf of the AFL-CIO Equity

Index Funds (the “Proponent”), a shareholder of The Walt Disney Company (the

“Company”), for action at the next annual meeting of the Company. The Proponent submits

the enclosed shareholder proposal for inclusion in the Company’s 2024 proxy statement,

for consideration by shareholders, in accordance with Rule 14a-8 of the General Rules and

Regulations of the Securities Exchange Act of 1934.

The Proponent has continuously beneficially owned, for at least one year as of the date

hereof, at least $25,000 worth of the Company’s common stock. The Proponent intends to

continue to hold the requisite amount of securities through the date of the 2024

shareholders’ meeting. A letter from the Proponent’s trustee and custodian bank verifying

the Proponent’s share ownership is enclosed. A representative of the Proponent will attend

the stockholders’ meeting to move the resolution as required.

Segal Marco Advisors and the Proponent is available to meet with the Company virtually on

October 23 or October 27 between 11am and 1pm PDT.

We are also available to discuss this

issue at a mutually agreeable day and time. We appreciate the opportunity to engage and seek to

resolve the Proponent’s concerns. I can be contacted

to schedule a

meeting and to address any questions. Please address any future correspondence regarding the

proposal to me at this address.

Sincerely,

Maureen O’Brien

SVP of Corporate Governance, Engagement and Proxy Voting

RESOLVED: Shareholders request that

The Walt Disney Company (the “Company”) prepare and

publicly disclose on the Company’s website a transparency report that explains the Company’s

use of Artificial Intelligence (“AI”) in its business operations and the Board’s role in overseeing

AI usage, and sets forth any ethical guidelines that the company has adopted regarding its use of

AI. This report shall be prepared at a reasonable cost and omit information that is proprietary,

privileged, or violative of contractual obligations.

Supporting Statement

The use of AI by large corporations raises significant social policy concerns. These concerns

include potential discrimination or bias in employment decisions, mass layoffs due to job

automation, facility closures, the misuse and disclosure of private data, and the creation of “deep

fake” media content that may result disseminate false information. These concerns pose a risk to

the public and the Company’s reputation and financial position.

Transparency regarding the Company’s use of AI, and any ethical guidelines governing that use,

will strengthen the Company. Transparency would address the public’s growing concerns and

distrust about the indiscriminate use of AI, strengthening the Company’s position and reputation

as a responsible, trustworthy, and sustainable leader in its industry. With a transparency report,

the Company could establish that it uses AI in a safe, responsible, and ethical manner that

complements the work of its employees and values the public.

The White House Office of Science and Technology Policy has developed ethical guidelines to

help guide the design, use, and deployment of AI. These five principles for an AI Bill of Rights

are 1) safe and effective systems, 2) algorithmic discrimination protections, 3) data privacy, 4)

notice and explanation, and 5) human alternatives, consideration, and fallback. (White House

Office of Science and Technology Policy, “Blueprint for an AI Bill of Rights: Making Automated

Systems Work for the American People,” October 2022, available at

https://www.whitehouse.gov/ostp/ai-bill-of-rights

If the Company does not already have ethical guidelines for the use of AI, the adoption of ethical

guidelines for the use of AI may improve the Company’s performance by avoiding costly labor

disruptions and lawsuits related to the improper use of AI. The entertainment industry writer and

performer strikes, sparked in part by AI concerns, and lawsuits related to the use of copyrighted

works by AI engines have been prominent new stories throughout 2023 and may prove costly for

companies that make use of AI.

We believe that issuing an AI transparency report is particularly important for companies such as

ours in the entertainment industry that create artistic works that are the basis for our shared

culture. In our view, AI systems should not be trained on copyrighted works, or the voices,

likenesses and performances of professional performers, without transparency, consent and

compensation to creators and rights holders. AI should also not be used to create literary

material, to replace or supplant the creative work of professional writers.

For these reasons, we urge you to vote FOR this proposal.

We welcome the opportunity to discuss the shareholder proposal with you, and are available to

meet with the Company, jointly with AFL-CIO Equity Index Funds, via teleconference on

October 23 or October 27 between 11am and 1pm PDT.

Please note that if the Company believes that the Systems or the enclosed shareholder proposal

has failed to meet one or more of the eligibility or procedural requirements set forth in answers to

Questions 1 through 4 of Rule 14a-8, the Company must notify us in writing of any alleged

deficiency within 14 calendar days of receiving the proposal and provide us with an opportunity

to respond to any alleged deficiency within 14 days of receiving the Company’s written

notification.

I can be contacted at the phone number or email address set forth above to schedule a meeting with

the Company or to address any questions the Company may have about the enclosed proposal.

Sincerely,

Michael Garland

Enclosure