2005 Proxy vote

brisem

brisem

Well-Known Member
Original Poster
I heard but haven't seen anything in writing that there'll be a proxy vote in 2005 to have a seat put aside for a Disney family member.

Has anyone else seen or heard this?
 
Woody13

Woody13

New Member
brisem said:
I heard but haven't seen anything in writing that there'll be a proxy vote in 2005 to have a seat put aside for a Disney family member.

Has anyone else seen or heard this?
Click to expand...


December 7, 2004

Frank Wierenga
Yardley, P A 19067

Dear Mr. Wierenga:

In accordance with the requirements of Rule l4a-8 under the Securities Exchange Act, I am enclosing an excerpt from the draft proxy statement for our 2004 annual meeting that contains your shareholder proposal and the proposed response and recommendation of the Company's Board of Directors.

We will be in touch with you prior to the meeting to make arrangements for the presentation of your proposal assuming it is not withdrawn or excluded. If you will be represented at the meeting by someone else or need any other assistance, please let me know.

Very truly yours,

Roger J. Patterson

Enclosure

cc (w/o enclosure): David Thompson

Proposal

Disney Family Board Membership

The Company has been notified that Mr. Frank Wierenga intends to present the following proposal for consideration at the annual meeting:

"Whereas, The Walt Disney Company is considered to be one of the most easily recognized and most trusted names in American business,

"The businesses traditionally associated with The Walt Disney Company, namely Animated and Live Action Motion Pictures and Theme Parks, are acknowledged to be have set the standards of creativity, quality and excellence in their respective industries,

"The Company and it's heritage of creativity, excellence and quality leadership are closely tied to the persona of the founders Walter E. (Walt) Disney and Roy O. Disney,

"The other businesses of The Walt Disney Company have benefited from the traditions of creativity, quality and excellence from the businesses traditionally associated with The Walt Disney Company and are expected to have the same standards of excellence,

"The Company, since it's founding, has had (except for very brief periods of time) at least one member of the Disney family sitting on the Board of Directors,

"Now therefore, the shareholder's request and recommend that:

1. The Board of Directors of The Walt Disney Company shall reserve at least one seat on the board for a descendant of Walter E. (Walt) Disney or Roy O. Disney (the Founders),

2. A descendant of a founder serving on the Board will have all the responsibilities, authority, privileges and rights as any other board member, to include full voting rights,

3. A descendant of a founder serving on the board will be classified as an outside director unless that individual is concurrently employed by the Company,

4. Nothing in this resolution will prohibit more than one descendant of a founder from serving on the board.

5. This provision will not be applicable unless a candidate is available and is willing to serve.

"Supporting Statement: The Walt Disney Company is unique in the world of American business and culture. It is not simply a business but an icon with has historically projected certain traditions, values and standards far higher that which is normally associated with a business venture. The bases for these traditions, values and standards are personified by Walt Disney and exemplified by Roy O. Disney. These values are the heritage of not only this company but the whole Disney family. As such, it is fitting and proper that a member of the founder's family serves the company on the Board of Directors.

"PLEASE VOTE FOR THIS PROPOSAL."

The Board of the Company recommends a vote "AGAINST" this proposal for the following reasons:

The Board of Directors believes that the traditions and standards of the Walt Disney Company are an important and valuable asset. However, using lineage to determine board membership as a method to preserve that heritage is unreliable and potentially perilous and is not consistent with today's standard's of corporate governance.

The Board of Directors is responsible for nominating candidates for the Board that it believes will best represent the interests of all shareholders. Toward that end, the Board has established, in our Corporate Governance Guidelines, a set of criteria designed to ensure that the Board is comprised of directors who can best represent the shareholders. These criteria include the ability of a director to devote sufficient time, energy and attention to his or her responsibilities as a Board member; satisfaction of the independence criteria set forth in the Corporate Governance Guidelines and in applicable regulations and stock exchange listing standards; high standards of integrity, commitment and independence of thought and judgment; a range of talent, skill and expertise appropriate to the Company's operations and interests; and reflection of the diversity of the Company's shareholders, employees, customers, guests and communities. The Board believes that these criteria are the appropriate qualifications for service on our Board of Directors.

When nominating candidates for election as directors, the Board evaluates its needs in light of the business environment of the Company at the time, and the mix of experience and perspectives already brought to the Board by its existing members. Potential nominees are evaluated to determine the ways in which their unique qualifications round out and complement those of the other Board members. Because the business environment and mix of skills on the Board change over time, the ideal set of qualifications will change over time as well. The interests of shareholders would be ill served by the imposition of any rule which would limit the Board's ability to nominate only those individuals whose personal qualities best match the needs of the Company at the time a particular nomination must be made. By calling for Board membership based on lineage alone, this proposal suffers from that vice. While individual members of the Disney family may of course be appropriate candidates for consideration, lineage alone does not assure the specific mix of experience and skills that the Board optimally requires at any particular point in time. Implementation of the proposal could therefore require the Board to include an individual who may not best meet the needs of the Company and its shareholders, to the exclusion of others who might more effectively do so.

The Board also believes that the proposal is inconsistent with good governance practices. In particular, the proposal effectively exempts any member of the Disney family from any standard of independence, which is contrary to the Board's policies with respect to the determination of director independence as set forth in the Corporate Governance Guidelines.

Taking these considerations into account, the Board of Directors believes the criteria it has established in the Corporate Governance Guidelines are the most appropriate for ensuring that directors are selected who best represent the interests of shareholders, while preserving the flexibility to select candidates appropriate to the needs of the Company from time to time. Accordingly, the Board recommends that you vote "AGAINST" this proposal, and your proxy will be so voted if the proposal is presented unless you specify otherwise.
 
H

Heucofrank

New Member
Disney Family member Board Seat Proposal

Hi,<?xml:namespace prefix = o ns = "urn:schemas-microsoft-com:office:office" /><o:p></o:p>

<o:p></o:p>

I'm Frank, the one who wrote the proposal asking the board of the Disney Company to set aside a seat for a member of the Disney family. Yes, the proposal will be on the proxy. I'm asking every shareholder to carefully consider their best interests and vote their shares.<o:p></o:p>

There has been a lot of interest in this proposal and I hope that there will be as much support when it comes time to vote.
Savedisney.com has a poll gauging support of the issue, if you get a chance, vote in the poll.

Frank
 
Woody13

Woody13

New Member
Heucofrank said:
Hi,ffice:office" /><O:p></O:p>

<O:p></O:p>

I'm Frank, the one who wrote the proposal asking the board of the Disney Company to set aside a seat for a member of the Disney family. Yes, the proposal will be on the proxy. I'm asking every shareholder to carefully consider their best interests and vote their shares.<O:p></O:p>

There has been a lot of interest in this proposal and I hope that there will be as much support when it comes time to vote.
Savedisney.com has a poll gauging support of the issue, if you get a chance, vote in the poll.

Frank
Click to expand...
Welcome Frank! :wave: It's good to hear from you. Could you tell us in more detail why you think a Disney family member should always have a seat on the Disney Board? The current Disney Board is against this proposal and they make a good case that lineage is a poor criteria for inclusion on the board. We would like to know your thoughts. Thank you.
 
speck76

speck76

Well-Known Member
Woody13 said:
Welcome Frank! :wave: It's good to hear from you. Could you tell us in more detail why you think a Disney family member should always have a seat on the Disney Board? The current Disney Board is against this proposal and they make a good case that lineage is a poor criteria for inclusion on the board. We would like to know your thoughts. Thank you.
Click to expand...

I agree.....just because they are "family" does not mean that they have the wishes of "Roy O and Walt" in mind....and who is to say Roy and Walt's wishes are even applicable in today's business environment.

The fans/activists will want this, because they support Roy, yet they fail to realize Roy was previously on the board, and, well, was pretty much useless.
 

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