Administration December 27, 2006

Disney Accepts Pension Fund's Director Election Bylaw Proposal

December 27, 2006 (PLANSPONSOR.com) - The Walt Disney Company, the site of a bruising 2004 battle over corporate leadership, will amend its bylaws to provide that directors running without opposition will need a majority vote.

Reported by

Fred Schneyer

The entertainment conglomerate revealed that the majority voting bylaw change request came through a shareholder proposal from the Sheet Metal Workers National Pension Fund.

In its announcement, Disney said it deemed the idea to be “appropriate” and agreed with the union pension fund.

Under the new system, Disney said incumbent directors who don’t get a vote majority, would have to offer a letter of resignation for prompt board consideration. The incumbents would otherwise remain in office until a successor is elected under Delaware law, the company said.

Meanwhile, plurality voting will continue if there are more nominees than open director positions. Disney said it would adopt the enabling bylaw in time to apply to its 2008 annual meeting.

Disney’s Corporate Governance Guidelines and by laws are here .

After a battle scarred 2004 annual meeting Disney’s board decided to split the roles of chairman and chief executive officer and to make former senator George Mitchell the company’s non-executive chairman. An embattled Michael Eisner agreed to step down as chairman of the Walt Disney Co. but remained as chief executive (See Eisner Protest Vote Reaches 43% ).

Disney replaced Eisner with Robert Iger as president and CEO in 2005.