By Lisa Richwine
March 6 Walt Disney Co shareholders on
Wednesday re-elected the company's board, including Chairman and
Chief Executive Bob Iger, and rejected an investor proposal to
separate the roles of chairman and CEO in 2016, when Iger plans
to leave the company.
Shareholders of the media and theme-park company defeated
the proposal from Connecticut State Treasurer Denise Nappier, a
Disney investor through the state's employee retirement funds,
to split the CEO and chairman jobs.
About 35.3 percent of ballots cast supported the plan,
according to figures reported at the company's annual
shareholder meeting in Phoenix. The results were preliminary,
based on votes submitted before the meeting.
Iger, who has served as Disney's CEO since 2005, won
re-election to the board with support of 98.3 percent of votes
cast. The nine other board members received at least 86.6
percent favorable votes.
At the start of the meeting, Iger touted Disney's recent
financial performance. "Yesterday our stock price hit an
all-time high. Market cap hit a record $102 billion," he said.
The board gave Iger, 62, the added title of chairman at the
2012 annual meeting, where he was elected by shareholders. Also
at that meeting, the board named former Starbucks Corp
CEO Orin Smith as Disney's independent lead director at meeting.
For some shareholders, Iger's dual roles recalled the
turbulence surrounding former CEO Michael Eisner, stripped of
his chairmanship in 2004 following a campaign by Walt Disney's
nephew, Roy Disney, to drive him from the company.
The California State Teachers' Retirement System (CalSTRS)
and New York City Comptroller John Liu, who oversees the city's
pension funds, supported the Connecticut resolution that urged
the board to split the jobs except under "extraordinary
circumstances," when the posts could be held jointly for no more
than six months.
"A large, highly integrated organization like Disney simply
does not work most effectively when the CEO manages the board
responsible for overseeing him and evaluating his performance,"
said Suzanne Hopgood, who spoke at the meeting on behalf of
Connecticut Treasurer Nappier.
Proxy advisers ISS and Glass, Lewis & Co also recommended
ahead of the meeting that shareholders vote for separation of
the roles, and against the pay for Iger and other executives.
In a regulatory filing in January, Disney urged shareholders
to vote against the proposal to split the chairman and CEO jobs,
pointing to the company's financial record under Iger.
Disney has recorded a total shareholder return of 139
percent during Iger's tenure, far above the 36 percent return
for the S&P 500 during the same time, the company said.
At Wednesday's meeting, board member Smith said the decision
to offer Iger the chairman's job was made "in the best interest
Smith said: "It was clear that Disney had an exceptional
CEO," and the chairman's job will keep him at the company for an
additional 15 months."
Shareholders approved the compensation packages for Iger and
other executives in a non-binding vote, with 57.6 percent
approval among the ballots cast. CalSTRS criticized the
structure of long-term incentives ahead of the meeting and had
urged votes against it.
Iger received $40.2 million in total compensation last year,
according to regulatory filings.
Disney shareholders also rejected a proposal from European
institutional investor Legal & General Investment Management
that the company allow shareholders holding 3 percent or more of
its shares to place candidates on the ballot alongside
board-nominated candidates. About 39.8 percent of voters
supported the measure.
Shares of Disney slipped 0.3 percent to $56.34 in afternoon
trading on the New York Stock Exchange.