With Eisner no longer chairman, Disney is likely to be looking for a long-term successor.
March 3, 2004: 10:52 PM EST
By Paul R. La Monica, CNN/Money senior writer
NEW YORK (CNN/Money) - Michael Eisner got a thumbs down Wednesday from a lot of angry Walt Disney Co. shareholders meeting in Philadelphia. As a result, he's merely the CEO, and no longer chairman, making the question of a long-term successor somewhat more urgent.
About 43 percent of the company's shareholders withheld their votes Wednesday on the re-election of Eisner to the company's board. That exceptionally high withhold vote led the company's board to give the chairman's position to board member George Mitchell, the former Senate Majority Leader.
But Mitchell is not likely to be a long-term solution. Mitchell's independence was questioned by a unusually large 24 percent withhold shareholder vote.
The board said it acted to split the leadership posts in response to concerns about corporate governance.
"A significant message conveyed in the vote was in the area of governance, as evidenced by governance-driven withhold recommendations by two influential proxy recommendation groups and the public and private statements by a number of other shareholders," the company said. "In particular, there was substantial focus on the question of whether the Chair and CEO functions at the Company should be split."
This issue is not restricted to Disney, although such a public display of dissatisfaction is unusual. Other large companies, most recently Oracle, have decided to split the role of CEO and chairman.
"People are concerned about corporate governance," said David Mantell, an analyst with Loop Capital Markets. "Separating the CEO from the chairman role certainly could help to quell some of the dissent."
Iger or outside help?
Even before Eisner lost the chairman's job, many on Wall Street said a major concern for Disney (DIS: Research, Estimates) going forward was to find his eventual successor.
One analyst said the easy choice would be to promote president and chief operating officer Bob Iger. "Right now, the board would probably want to say 'Bob Iger.' He has been a public face for Disney," said David Joyce, an analyst with Guzman & Co.
Iger has been with Disney since it bought Capital Cities/ABC, where Iger was president and COO, in 1996. Another analyst agreed that when Eisner's time to leave comes, whether that's in the coming weeks or years, Iger is a natural to succeed him.
"I don't understand why everybody overlooks Iger," said Dennis McAlpine, an analyst with McAlpine Associates, an independent research firm focusing on media stocks. "When people talk about who's the successor, it's like he's not there."
One possible strike against Iger: he's a long-time Disney insider, and so is associated with the problems that have plagued the company in recent years. One Disney shareholder said he would prefer for the board to look for someone else to run the company.
"I think they need to go outside the company and bring in some fresh blood. It's time to move to a new era," said Ted Parrish, co-manager of the Henssler Equity fund. Shares of Disney account for about 2 percent of the fund's assets, Parrish said.
So who could be brought in to be an Eisner replacement? Joyce said the name of Barry Diller, who runs InterActive Corp. (IACI: Research, Estimates), comes up often.
But Diller has taken steps away from Hollywood in recent years, selling his USA Network television and film holdings to Vivendi Universal in 2002, in order to focus more on e-commerce. InterActive Corp. owns travel sites Expedia and Hotels.com as well as Ticketmaster and online financial services site LendingTree.
There's been plenty of speculation about other media and tech executives, such as Apple (AAPL: Research, Estimates) CEO Steve Jobs and Viacom (VIA.B: Research, Estimates) president Mel Karmazin, taking over for Eisner at some point. But David Miller, an analyst with Sanders Morris Harris, said people who are spreading this gossip are "completely misinformed."
And another large institutional shareholder did not want to get caught up in the hubbub about Eisner's fate at all.
"Disney is a great company with a tremendous portfolio of media properties. I'm not interested in commenting on management issues," said Bill Nygren, manager of the Oakmark fund, which owns about 1.5 million shares of Disney, according to data from FactSet Research.
Jack Sparrow & Nemo
The company, in its Wednesday night statement, acknowledged there were other factors besides corporate governance troubling its shareholders.
"We are aware that some voted for an immediate change in management and in the board," the statement said. "However, taking all of these factors into account, we believe the action we have taken today is in the best long-term interest of the shareholders of the company."
At the shareholder meeting earlier in the day, Eisner had defended the company's overall performance, saying it had turned around.
But skeptics point out that although the company had a relatively solid 2003, its profit and stock performance has lagged that of many other media leaders in recent years. Critics add that last year's success was largely in part due to two blockbuster films: "Pirates of the Caribbean: The Curse of the Black Pearl" and "Finding Nemo," which was produced with animated studio powerhouse Pixar (PIXR: Research, Estimates).
And Disney and Pixar's long-time partnership will soon come to an end, raising concerns about the future of Disney's cartoon movie franchise. Apple's Jobs is also chairman and CEO of Pixar. ("Finding Nemo" won an Academy Award for best animated feature film Sunday, defeating Disney's "Brother Bear.")
In addition, cable firm Comcast (CMCSA: Research, Estimates), coincidentally headquartered in Philadelphia, announced a hostile takeover bid for Disney last month. Disney has rejected the offer as being too low.
Comcast said Wednesday it doesn't intend to raise its bid for Disney. But if Comcast does succeed in taking over Disney, it is widely assumed that Comcast Cable president Stephen Burke, a former Disney executive, would take charge of trying to turn Disney around.
"If Comcast bought Disney, it certainly negates all the discussion of a succession plan for Eisner," Mantell said.
But Michael Eisner probably knows -- a lot better than he did a day earlier -- that Comcast's unwanted advance is just one of the problems he faces as he clings to the CEO post at Disney.
March 3, 2004: 10:52 PM EST
By Paul R. La Monica, CNN/Money senior writer
NEW YORK (CNN/Money) - Michael Eisner got a thumbs down Wednesday from a lot of angry Walt Disney Co. shareholders meeting in Philadelphia. As a result, he's merely the CEO, and no longer chairman, making the question of a long-term successor somewhat more urgent.
About 43 percent of the company's shareholders withheld their votes Wednesday on the re-election of Eisner to the company's board. That exceptionally high withhold vote led the company's board to give the chairman's position to board member George Mitchell, the former Senate Majority Leader.
But Mitchell is not likely to be a long-term solution. Mitchell's independence was questioned by a unusually large 24 percent withhold shareholder vote.
The board said it acted to split the leadership posts in response to concerns about corporate governance.
"A significant message conveyed in the vote was in the area of governance, as evidenced by governance-driven withhold recommendations by two influential proxy recommendation groups and the public and private statements by a number of other shareholders," the company said. "In particular, there was substantial focus on the question of whether the Chair and CEO functions at the Company should be split."
This issue is not restricted to Disney, although such a public display of dissatisfaction is unusual. Other large companies, most recently Oracle, have decided to split the role of CEO and chairman.
"People are concerned about corporate governance," said David Mantell, an analyst with Loop Capital Markets. "Separating the CEO from the chairman role certainly could help to quell some of the dissent."
Iger or outside help?
Even before Eisner lost the chairman's job, many on Wall Street said a major concern for Disney (DIS: Research, Estimates) going forward was to find his eventual successor.
One analyst said the easy choice would be to promote president and chief operating officer Bob Iger. "Right now, the board would probably want to say 'Bob Iger.' He has been a public face for Disney," said David Joyce, an analyst with Guzman & Co.
Iger has been with Disney since it bought Capital Cities/ABC, where Iger was president and COO, in 1996. Another analyst agreed that when Eisner's time to leave comes, whether that's in the coming weeks or years, Iger is a natural to succeed him.
"I don't understand why everybody overlooks Iger," said Dennis McAlpine, an analyst with McAlpine Associates, an independent research firm focusing on media stocks. "When people talk about who's the successor, it's like he's not there."
One possible strike against Iger: he's a long-time Disney insider, and so is associated with the problems that have plagued the company in recent years. One Disney shareholder said he would prefer for the board to look for someone else to run the company.
"I think they need to go outside the company and bring in some fresh blood. It's time to move to a new era," said Ted Parrish, co-manager of the Henssler Equity fund. Shares of Disney account for about 2 percent of the fund's assets, Parrish said.
So who could be brought in to be an Eisner replacement? Joyce said the name of Barry Diller, who runs InterActive Corp. (IACI: Research, Estimates), comes up often.
But Diller has taken steps away from Hollywood in recent years, selling his USA Network television and film holdings to Vivendi Universal in 2002, in order to focus more on e-commerce. InterActive Corp. owns travel sites Expedia and Hotels.com as well as Ticketmaster and online financial services site LendingTree.
There's been plenty of speculation about other media and tech executives, such as Apple (AAPL: Research, Estimates) CEO Steve Jobs and Viacom (VIA.B: Research, Estimates) president Mel Karmazin, taking over for Eisner at some point. But David Miller, an analyst with Sanders Morris Harris, said people who are spreading this gossip are "completely misinformed."
And another large institutional shareholder did not want to get caught up in the hubbub about Eisner's fate at all.
"Disney is a great company with a tremendous portfolio of media properties. I'm not interested in commenting on management issues," said Bill Nygren, manager of the Oakmark fund, which owns about 1.5 million shares of Disney, according to data from FactSet Research.
Jack Sparrow & Nemo
The company, in its Wednesday night statement, acknowledged there were other factors besides corporate governance troubling its shareholders.
"We are aware that some voted for an immediate change in management and in the board," the statement said. "However, taking all of these factors into account, we believe the action we have taken today is in the best long-term interest of the shareholders of the company."
At the shareholder meeting earlier in the day, Eisner had defended the company's overall performance, saying it had turned around.
But skeptics point out that although the company had a relatively solid 2003, its profit and stock performance has lagged that of many other media leaders in recent years. Critics add that last year's success was largely in part due to two blockbuster films: "Pirates of the Caribbean: The Curse of the Black Pearl" and "Finding Nemo," which was produced with animated studio powerhouse Pixar (PIXR: Research, Estimates).
And Disney and Pixar's long-time partnership will soon come to an end, raising concerns about the future of Disney's cartoon movie franchise. Apple's Jobs is also chairman and CEO of Pixar. ("Finding Nemo" won an Academy Award for best animated feature film Sunday, defeating Disney's "Brother Bear.")
In addition, cable firm Comcast (CMCSA: Research, Estimates), coincidentally headquartered in Philadelphia, announced a hostile takeover bid for Disney last month. Disney has rejected the offer as being too low.
Comcast said Wednesday it doesn't intend to raise its bid for Disney. But if Comcast does succeed in taking over Disney, it is widely assumed that Comcast Cable president Stephen Burke, a former Disney executive, would take charge of trying to turn Disney around.
"If Comcast bought Disney, it certainly negates all the discussion of a succession plan for Eisner," Mantell said.
But Michael Eisner probably knows -- a lot better than he did a day earlier -- that Comcast's unwanted advance is just one of the problems he faces as he clings to the CEO post at Disney.
