* Measure is latest to challenge dual leadership roles
* Measure would dilute power of Robert Iger
* ISS questions oversight by Disney directors
By Ross Kerber and Lisa Richwine
Feb 26 Proxy advisers ISS and Glass, Lewis & Co
urged Walt Disney Co shareholders to vote in favor of a
proposal to split the chairman and chief executive roles now
both held by Robert Iger.
The influential proxy advisers in reports provided on
Tuesday also urged shareholders to cast advisory ballots
"against" the pay of Iger and others at Disney.
The recommendations could sway undecided shareholders ahead
of Disney's annual meeting scheduled for March 6 in Phoenix,
Arizona. A controversial issue at the media and theme park
company has been the dual roles of Iger, Disney's CEO since
The board added the chairman's title to Iger's role at last
year's annual meeting, despite similar objections from ISS and
public pension funds at that time that the combination gave him
too much power.
Investors have gained traction on this issue at corporations
such as JPMorgan Chase & Co, where last year 40 percent
of shares were voted in favor of a measure to strip CEO Jamie
Dimon of his chairman title. Overseers of government worker
pension funds last week said they filed a measure for JPMorgan's
meeting this year.
Sponsors of the JPMorgan measure include pension funds
overseen by Connecticut State Treasurer Denise Nappier.
Similarly, at Disney the Connecticut funds are also sponsors
this year of a proxy resolution urging the board to split the
chairman and CEO roles except in "extraordinary circumstances."
The Disney resolution has already gained support from the
California State Teachers' Retirement System (CalSTRS).
On Tuesday, the Disney measure also won backing from John
Liu, New York City comptroller, who oversees pension funds
holding Disney shares and is also a sponsor of the JPMorgan
"The Walt Disney Company needs a board chair who is
independent of the company to best oversee management," Liu said
in an emailed statement.
In its proxy statement in January, Disney urged shareholders
to vote against the proposal to split Iger's jobs "because it
seeks to replace the current, clear and workable standard for
electing a chairman with a vague and unworkable standard."
A Disney spokeswoman said on Tuesday the company 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, as well as record revenue and profit in fiscal
"Disney has delivered results that speak for themselves,"
the spokeswoman said.
Ninety-two percent of Iger's compensation is contingent upon
the financial results and stock performance, Disney said.
Disney also named an independent lead director, Orin Smith,
in March 2012.
In its report to investors, provided to Reuters on Tuesday,
ISS cited issues including whether Iger faced rigorous goals to
receive long-term incentive pay.
"With continuing compensation concerns, shareholders may
rightly question the non-management directors' willingness and
ability to provide independent oversight over management," ISS
ISS is a unit of MSCI Inc
In its own report to investors, also provided to Reuters on
Tuesday, closely held Glass, Lewis wrote that despite the role
of Smith as independent lead director, "we ultimately believe
vesting a single person with both executive and board leadership
concentrates too much oversight in a single person and inhibits
the independent oversight intended to be provided by the board
on behalf of shareholders."