Disney elects board over shareholder group objections

BURBANK, Calif., Tue Mar 13, 2012 – Walt Disney Co. shareholders re-elected 10 members of the Disney board during the company’s annual shareholder meeting despite opposition from shareholder groups who had recommended a vote against four board members.

Institutional Shareholder Services and the treasurer for the state of Connecticut raised objections after the board announced on Oct. 7 that it would combine the roles of chairman and chief executive, elevating CEO Robert Iger to the dual roles.

Chairman John Pepper, who is retiring, announced the board’s reelection based on initial proxies submitted prior to the meeting.

ISS advises shareholders, who make their own voting decisions. The state of Connecticut holds more than 642,000 Disney shares worth about $27 million in its retirement plans.

ISS argued that Disney reversed a commitment to seek shareholder input before combining the CEO and chairman jobs. The company split the roles in 2005 after some shareholders complained about former CEO Michael Eisner holding both titles.

Connecticut Treasurer Denise Nappier in a statement before the meeting said letting Iger hold both titles was “a regressive policy that could impair the board’s role to oversee executive management on behalf of shareholders.”

ISS and Nappier called on shareholders to vote against the four directors who serve on the nominating committee that recommended Iger take on the chairman’s role — JLabs CEO Judith Estrin; Potbelly Sandwich Works CEO Aylwin Lewis; private equity investor Robert Matschullat; and Facebook Chief Operating Officer Sheryl Sandberg.

Iger was not formally announced as chairman during the meeting. That announcement will come later in the day, after the new board meets.

Disney also announced a new company-wide initiative to hire more than 1,000 returning U.S. veterans over the next three years, and to launch a nationwide public awareness campaign for other companies to follow.

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