Disney averts tricky vote with last-minute board policy change

PORTLAND, Oregon, March 18 Tue Mar 18, 2014 12:56pm EDT

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PORTLAND, Oregon, March 18 (Reuters) - Walt Disney Co amended guidelines on Tuesday for the selection of its chairman, persuading investors to withdraw a proposal to grant large shareholders more say in electing directors just hours before it was to have gone to a vote.

The last-minute change stipulates that the chairman should be an independent director unless justified in writing. It averted a potential contest later on Tuesday, as investors prepared to re-elect Chief Executive Officer Bob Iger as chairman of the board and elect other directors.

Disney shareholders had been scheduled to vote on a resolution that asked the company to allow large shareholders to nominate board members. The last-minute change scraps that vote, after the resolution's proponents agreed to withdraw their proposal.

Iger's dual appointment as chairman and chief executive, in effect since 2012, has drawn criticism from some investors and driven support for the proposal.

The latest amendment to the guidelines allows for exceptions to the rule, provided the company justifies in writing annually why that would be in the best interests of shareholders.

In such cases, Disney said it will also designate one independent director its lead director.

"The chairman of the board shall in the normal course be an independent director unless the board concludes that, in the light of the circumstances then present when any such decision is made, the best interests of shareholders would be otherwise better served," Disney said in its early morning filing.

A Disney spokesman said on Tuesday that the amendment clarified a standard that the company's board had previously committed to.

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