Risk & Compliance

Disney Sues Disney for Voting Records

Roy Disney led the movement to split Michael Eisner's job in two. Now he seems to be targeting the half that remains.
Dave CookApril 12, 2004

Roy Disney, formerly a director of the Walt Disney Co., sued the company late last week to compel it to reveal how its employees voted in last month’s shareholder referendum.

According to the Los Angeles Times, the former director asked a Delaware court to require that the company provide him with “documents, records, proxies, and ballots” from Disney’s annual meeting, held in Philadelphia in March.

Roy Disney and Stanley Gold, another dissident ex-director of the company, led a protest at that meeting in which 43 percent of votes were withheld from Disney chief executive officer Michael Eisner, who was running unopposed for reelection as chairman of the board of directors.

Votes for Eisner were also withheld by Calpers — the nation’s largest pension fund — and by shareholders who followed the guidance of Institutional Shareholder Services. On the evening following the annual meeting, Disney’s board removed Eisner from his role as chairman and handed that position to former senator George Mitchell, at the time Disney’s chief independent director.

Eisner remains the company’s CEO — and apparently that still doesn’t sit right with Roy Disney. The Times report suggested that the former director may “hope to further embarrass Eisner by showing that a large number of employees [withheld their votes], suggesting a lack of confidence by Disney’s rank-and-file in their boss.” Representatives of Roy Disney maintained that nearly 20 million shares held in the Disney 401(k) plan — 70 percent — may have been withheld in the Eisner vote.

The company responded that the votes don’t reflect the overall feelings of its employees, according to the Times. Before releasing the voting records, said a Disney spokeswoman, the company must ensure that it adheres to federal confidentiality requirements, added the paper.

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