Disney adopts two changes to bylaws
LOS ANGELES (Reuters) - The Walt Disney Co. said on Friday it made two changes to its corporate bylaws, including a measure allowing the board of directors to adopt a stockholder rights plan by a majority vote.
The new provisions are "part of the whole set of steps we have been taking to improve corporate governance," a company spokesman said.
The measure giving the board the ability to adopt a stockholder rights plan, which is often referred to as a "poison pill" and is used to fend off hostile takeovers, is similar to a proposal from a shareholder at the company's most recent annual meeting.
The difference is that the earlier shareholder proposal called for 75 percent of the board members to approve a plan versus the simple majority as outlined by Friday's announcement. At the time of the board meeting, Disney chairman John Pepper said the company would consider the idea.
In addition, Disney adopted a change providing that, in uncontested elections for board seats, a majority vote was needed to elect a board member. Previously only a plurality of yes votes was necessary. Disney said back in December it was planning on adopting this second change.
