Disney Board's Math Should Get D-

cherrynegra

Well-Known Member
Original Poster
OUR TAKE

Disney's Retirement Fanning

By Rick Aristotle Munarriz (TMF Edible)
April 20, 2004

When Disney (NYSE: DIS) dissidents Roy Disney and Stanley Gold asked for the breakdown of how the company's own 401(k) plan voted on the issue of CEO Michael Eisner's re-election to the board last month, one had to wonder what they were looking to uncover.

It turned out to be the mother lode. A full 72.5% of the shares cast by Disney's former and current employees in the stock retirement plan voted against Eisner's retention. While you may be waking up to that headline today, the real shocker is that Disney's spin makes the board look even worse.

Disney views the sum as inconsequential. It points to the fact that just a quarter of the 28.6 million shares in the 401k were actually voted. So, the logic goes: 72.5% of 25% is just 18% of Disney's 401(k) pension shares cast against Eisner. That's not a big deal, is it?

If at this point you're nodding your head and thinking that Disney has a point, you just stepped into the same trap Disney did with its poor spin. See, 72.5% of 25% may be just 18%, but the remaining 27.5% of that 25% pie that voted in favor of Eisner represents just 7% of the pension plan stock.

Here we are, with the company's board on the ropes -- fighting for its tenured life -- and just 7% of the shares backed by the company's former and current employees were cast in favor of the CEO? Disney claims that the sample size is insignificant. I claim that it shows a level of apathy that's damning.

Disney shrugs it off by pointing out that just 6,000 of the active workforce of 112,000 employees cast a ballot. Again, Disney should have quit while it was behind. Pointing out how the vast majority of its "cast members" either does not wish to bank its retirement on Eisner by participating in the 401(k), isn't eligible, or simply doesn't care enough to vote in favor of its leader shows a deeper void of confidence than anyone could have imagined.

Just pretending that nothing's wrong may work well when you're talking about monsters under the bed, but it's a dangerous approach when you're dangling from the ledge.

Despite promising 40% profit growth this fiscal year, the mouse can't chase the demons away. From losing Motley Fool Stock Advisor recommendation Pixar (Nasdaq: PIXR) as an animation partner to upsetting some of the largest state pension funds with its underperformance and lavish compensation, Disney's board needs to wake up and realize that it's not as well-liked as it thinks.

Even George Mitchell, elected by the board to take the chairman role from Eisner, received an equally alarming nay vote of 64% of the 401(k) shares.

This isn't an impossible situation for Eisner. However, the first step in winning back confidence is admitting publicly that you lost it. That may be a tall order for a company stuck in spin cycle.
 

Woody13

New Member
Here's an interesting fact. When Eisner was removed as the COB, he could have resigned as CEO (within 90 days), yet still kept his entire pay package (with all stock options) until the end of his contract (September, 2006). The Walt Disney Company (by contract) would also have had to extend his FULL SALARY (with all stock options) for an additional two years until September, 2008 (a "poison pill" written into his contract). Plus, let's not forget that Eisner could have challenged the entire COB removal in court and caused the Disney Company to spend many millions of dollars to defend itself.

In short, the Disney Board gets an A+ in math, IMO. Let Eisner's contract run, otherwise, the company will be required to spend many millions more than his current contract allows. Roy and Stan have been silent on this issue. I wonder why?

Remember, that 90 day window has not yet closed. If Eisner jumps ship within the next two months, the company will take a HUGE financial hit!
 

cherrynegra

Well-Known Member
Original Poster
I believe that point of the article is the systematic denial that goes on in the current Disney management. What the author is saying is that instead of fessing up and admitting they've made misstakes, they're sticking to their no, we haven't done anything wrong mantra. We're right and you're wrong. You're the ones with the problem. Not us. It's that attitude of self-importance, and arrogance that is partly to blame for their current ills and Eisner state of disgrace before the shareholders.
 

Woody13

New Member
The Elections are Fixed!

Originally posted by cherrynegra
I believe that point of the article is the systematic denial that goes on in the current Disney management. What the author is saying is that instead of fessing up and admitting they've made misstakes, they're sticking to their no, we haven't done anything wrong mantra. We're right and you're wrong. You're the ones with the problem. Not us. It's that attitude of self-importance, and arrogance that is partly to blame for their current ills and Eisner state of disgrace before the shareholders.

Well, you seem to be a big Motley Fool Fan, so listen to them. Motley Fool says you are not playing by the rules:

"Incumbent board members control the nominating process. Generally, they think they do a great job so they re-nominate themselves. For vacancies, they invite their pals. The company ballot (printed and mailed at shareholder expense) offers just one candidate per available position. Although investors can accept or reject those candidates, even if 99.99% of shares withhold authority from a nominee, 0.01% affirmative means election."

http://www.fool.com/news/commentary/2004/commentary040329ec.htm

If you don't like the rules of corporate governance, then work to change the rules. However, you're going to have to change Wal-Mart, GM, HP, GE, Ford and a whole lot of other companies governance practices before Disney even thinks of changes.
:wave:
 

DisneyFan 2000

Well-Known Member
Originally posted by Woody13
In short, the Disney Board gets an A+ in math, IMO. Let Eisner's contract run, otherwise, the company will be required to spend many millions more than his current contract allows.

What your saying here is not an option! For too many years the board of the company have been running the company down. What you're saying here (correct me if I'm wrong) is let him stay in order to save a few bucks! But then comes a question into my mind: What would save more? To keep Eisner with the current situation and let ABC grow it's debts and let the compay loose money from poor profits OR change management and pay Eisner his salary and get it done with?

As you see, I disagree. We shouldn't "reward" him for poor management! A regular company wouldn't think twice in kicking him out. Too bad the board doesn't see it this way! :(
 

Woody13

New Member
Originally posted by DisneyFan 2000
...(correct me if I'm wrong)... To keep Eisner with the current situation and let ABC grow it's debts and let the compay loose money from poor profits OR change management and pay Eisner his salary and get it done with?:(

You are wrong. Disney acquired ESPN in 1996 as part of a $19 billion purchase of Capital Cities/ABC Inc. The profit from ESPN more than makes up for any ABC loss. Eisner couldn't "apple pick" ESPN from the tree without getting ABC too. It was a very wise decision on his part. The Walt Disney Company is in great financial shape.
 

DisneyFan 2000

Well-Known Member
Originally posted by Woody13
The Walt Disney Company is in great financial shape.

WOW, you sound very familiar! Have we met?



I suggest you read an article or two about DLP. This year will be the first that will show losses of DLP on the WDC record! Doesn't sound so promising! And visit SaveDisney.com and you'll find that financialy the company is only so-so!
 

Shaman

Well-Known Member
Originally posted by Woody13
Here's an interesting fact. When Eisner was removed as the COB, he could have resigned as CEO (within 90 days), yet still kept his entire pay package (with all stock options) until the end of his contract (September, 2006). The Walt Disney Company (by contract) would also have had to extend his FULL SALARY (with all stock options) for an additional two years until September, 2008 (a "poison pill" written into his contract). Plus, let's not forget that Eisner could have challenged the entire COB removal in court and caused the Disney Company to spend many millions of dollars to defend itself.

In short, the Disney Board gets an A+ in math, IMO. Let Eisner's contract run, otherwise, the company will be required to spend many millions more than his current contract allows. Roy and Stan have been silent on this issue. I wonder why?

Remember, that 90 day window has not yet closed. If Eisner jumps ship within the next two months, the company will take a HUGE financial hit!

Is this the only excuse left from the Eisner camp??

:wave: ;)
 

Woody13

New Member
Originally posted by DisneyFan 2000
I suggest you read an article or two about DLP. This year will be the first that will show losses of DLP on the WDC record! Doesn't sound so promising! And visit SaveDisney.com and you'll find that financialy the company is only so-so!

Just as ABC has been a problem for Disney, so has Disneyland Paris. It has been rescued, in part, by an investment by Prince al-Waleed Bin Talal Bin Abdulaziz al-Saud of Saudi Arabia, who now owns 23.6 percent of Euro Disney. Walt Disney Co. owns 39 percent, and individual investors and institutions such as mutual funds hold the remaining stake.

Disney waived royalty and management fees for the last three quarters of the year ended September 2003 and agreed to defer payment of 2004 royalties until the following year. That is the reason why Disneyland Paris is showing a loss this year for the Walt Disney Company. Don't worry, The Walt Disney Company will get all the money back even if Disneyland Paris goes bankrupt (Disney is first in line).

As for savedisney.com, I fully expect them to trash the Walt Disney Company financials. If the company does bad, then Roy and Stan look good (so they imagine). I stand by my previous statement that the Walt Disney Company is in great financial shape. But, you don't have to take my word for that:

The Walt Disney Company will discuss its fiscal second quarter 2004 financial results via live webcast beginning at 4:30 p.m. EDT on Wednesday, May 12, 2004. The webcast will be available at www.disney.com/investors. A replay will be provided through May 19, 2004, at 4:00 p.m. PDT.

[Source: Business Wire]
 

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