Risk & Compliance

Shareholders Approve Disney Dozen

All 12 Disney directors were approved by at least 92 percent of the shareholders who voted.
Stephen TaubFebruary 15, 2005

What a difference a year makes. In 2004, amid calls for Michael Eisner’s resignation, 45 percent of shareholders who voted at Disney Co.’s annual meeting withheld their votes from the chairman and chief executive officer. The withhold campaign spawned similar crusades at a number of other companies during last year’s annual-meeting season.

At this year’s meeting, however, all 12 Disney directors were approved by at least 92 percent of the shareholders who voted. They include Eisner, who still holds the position of CEO, and former senator George Mitchell, who was named chairman shortly after last year’s meeting.

Dissidents Roy Disney and Stanley Gold had announced last week that they would withhold their votes for all directors. In addition, Calpers had stated that it planned to withhold its vote for Eisner; proxy research firm Glass Lewis had recommended that investors withhold their votes for Mitchell.

Shareholders also ratified PricewaterhouseCoopers LLP as the company’s independent accountants for the current fiscal year and approved Disney’s 2005 stock incentive plan. Calpers had opposed the plan, asserting that a “significant” portion was not performance-based. “We would like to see Disney incorporate additional performance metrics, including some operational metrics,” it had announced in a statement.

A shareholder proposal regarding China labor standards was defeated.

Shareholders did approve a non-binding resolution to bar payment of greenmail. Interestingly, Calpers had opposed this measure, asserting that the proposal “would prohibit some legitimate transactions that could benefit the company and its shareholders.” Essentially, the resolution proposed that the company could not buy stock at more than 5 percent above the current fair market price “unless an offer is made to all stockholders of that class of stock on a proportionate or randomly-selected basis.”