By Lisa Richwine
Feb 14 The California State Teachers' Retirement
System (CalSTRS) said on Thursday it will oppose Walt Disney
Co's combination of the CEO and chairman roles, and its
executive pay plan at the company's annual shareholder meeting
The second-largest U.S. pension fund owns about 5.3 million
Disney shares, a 0.3 percent stake worth $263 million.
Robert Iger became CEO of the media and theme park company
in 2005 and was elected chairman at last year's annual meeting.
He received $40.2 million in total compensation last year,
according to regulatory filings.
"Here we go again, sliding back into a governance structure
that has already proved detrimental to the company's long-term
growth and to its shareholders' interests," said Anne Sheehan,
CalSTRS director of corporate governance.
Disney, in its proxy statement released on Jan. 18, said 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. Ninety-two percent of Iger's
compensation is contingent upon the financial results and stock
performance, Disney said.
CalSTRS' Sheehan said investors have "been through this
fight before" in 2004 and 2005, leading to the ouster of
then-CEO Michael Eisner and the splitting of the roles.
CalSTRS said it will support a shareholder proposal from the
Connecticut Retirement Plans and Trust Funds to keep the roles
separate in the future, except under "extraordinary
circumstances." CalSTRS also said it will vote "no" in a
non-binding vote on executive compensation.
In its regulatory filing, Disney urged shareholders to vote
against the proposal to split the jobs "because it seeks to
replace the current, clear and workable standard for electing a
chairman with a vague and unworkable standard."
Disney's annual meeting will take place on March 6 in
Institutional Shareholder Services, a shareholder governance
group and the treasurer for the state of Connecticut, objected
last year to Iger holding both jobs.
Disney shares slipped 8 cents to close at $54.88 on the New
York Stock Exchange on Thursday.