Last-minute Disney policy change averts proxy access vote

PORTLAND, Oregon Tue Mar 18, 2014 4:59pm EDT

The water tank of The Walt Disney Co Studios is pictured in Burbank, California February 5, 2014. REUTERS/Mario Anzuoni

The water tank of The Walt Disney Co Studios is pictured in Burbank, California February 5, 2014.

Credit: Reuters/Mario Anzuoni

PORTLAND, Oregon (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 states that the chairman should be an independent director unless justified in writing. It averted a potential contest, and investors re-elected Chief Executive Officer Bob Iger and nine other directors to the media company's board at its annual shareholder meeting.

Disney shareholders had been scheduled to vote on a "proxy access" resolution that asked the company to allow large shareholders to nominate board members. The change scrapped that vote, after the resolution's proponents agreed to withdraw their proposal, according to a regulatory filing from Disney.

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. A similar resolution won the support of 40 percent of voters a year ago.

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.

At the shareholder meeting, all current board members were re-elected with at least 92 percent of the vote. They include Twitter Inc Co-Founder Jack Dorsey, who joined the board in December, and Facebook Chief Operating Officer Sheryl Sandberg. Iger won the support of 99 percent of ballots cast.

The results are preliminary based on votes cast ahead of the

meeting.

Shareholders approved the compensation packages for Iger and other executives in a non-binding vote, with support coming from 80 percent of ballots cast.

Disney's shares have surged 42 percent in the past year to $81.99 after strong results from cable TV sports juggernaut ESPN, theme parks and the company's movie studio, which is riding a $1 billion hit with Oscar-winning animated film "Frozen."

Iger told shareholders that "Frozen" is now poised to become the highest-grossing animated film of all time, surpassing "Toy Story 3" from Disney's Pixar unit.

He also revealed that the new "Star Wars" movie set for release in December 2015 will be set 30 years after 1983 film "Episode VI: Return of the Jedi."

In addition, Disney's movie studio is planning sequels to Pixar's "Cars" and "The Incredibles" movies, Iger said.

(Reporting by Lisa Richwine and San Francisco Newsroom; Editing by Cynthia Osterman)

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