PORTLAND, Oregon, March 18 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
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