Calpers Votes NO!

Disneyland1970

New Member
Original Poster
F.Y.I.

SACRAMENTO, CA - The California Public Employees’ Retirement System (CalPERS) announced today that it has decided to withhold voting for Michael D. Eisner for the position of Board Chairman/Chief Executive Officer of The Walt Disney Company, citing the company’s dismal performance for the last five year period and the System’s lack of confidence in the long-term strategic vision of the company.

CalPERS also intends to withhold votes for the three members who constitute the company’s audit committee because the committee has authorized the auditor to perform an unquantifiable amount of non-audit services such as tax examination assistance and other services regarding internal controls.

“We have lost complete confidence in Mr. Eisner’s strategic vision and leadership in creating shareholder value in the company,” said Sean Harrigan, President of the CalPERS Board of Administration. “The company has lost more than 23 percent for the five year period – nearly five times more than the losses incurred by the S&P 500 index for the comparable period. We believe shareholders should send the message loudly and strongly that it is time for Disney to get a more focused strategy that will improve shareholders return on invested capital.”

CalPERS will vote for other Disney directors because of evidence they have begun to develop the building blocks needed to hold management accountable in the future.

“Our vote recognizes the fact that the Disney board is beginning to increase its attention on improving corporate governance,” said Mark Anson, Chief Investment Officer. “They adopted enhanced governance guidelines in January; they added a code of conduct and business ethics for directors; and they recently added two independent directors that meet the CalPERS definition of independence,” he said.

However, officials at CalPERS remain concerned that Disney board members Monica Lozano, Robert Matshllat, and Fr. Leo J. O’Donovan, S.J. have failed to abide by the highest possible standard when it comes to audit practices. “If we learned anything from recent corporate scandals, it is that audits must be beyond reproach,” said Harrigan. “An auditing firm that receives money for other work beyond the audit just raises the risks for questionable audits."

CalPERS vote today does not endorse or oppose the messages sent by the dissident groups seeking reforms to Disney. “We don’t fully embrace the messages being sent by either camp, and as such, our votes are based strictly on our analysis of the situation,” Anson said.

CalPERS is the 29th largest single shareholder of Disney, with 9.9 million shares, valued at more than $235 million.

Disney’s annual shareholder meeting is March 3, 2004.

CalPERS is the nation’s largest public pension fund with assets of approximately $165 billion. The System provides retirement and health benefits to 1.4 million State and local public employees and their families.


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Other 2004 Press Releases
 

cherrynegra

Well-Known Member
Wow!! I can't believe it, but I can. If that makes sense. They probably just took a look at the performance of the past five years and then took a forecast projection and realized that Disney needed a change.:sohappy:
 

Pat X

New Member
Well, it sure looks like the PR campaign against Eisner is picking up steam whether it is warranted or not. I am sure Comcast is happy about this. If Eisner loses a lot of votes, I am sure we'll see Comcast increase its bid to try to take over the company. :mad:
 

Pat X

New Member
FYI
Disney says anti-Eisner proxy report flawed
Wednesday February 25, 6:59 pm ET


LOS ANGELES, Feb 25 (Reuters) - Walt Disney Co. said on Wednesday that shareholder advisor Glass Lewis's recommendation against supporting Chief Executive Michael Eisner was a "sideshow" by an "upstart company."
The report by the proxy advisory service, which recommended voting against Eisner and two other directors up for reelection to the board at the company annual meeting on March 3, was 'laced with one-sided allegations and opinions," spokeswoman Zenia Mucha said in a statement.

She also said it was "riddled" with factual errors, such as Glass Lewis saying Disney paid $19 billion for the ABC television network, when Disney paid that price for Capital Cities/ABC, which included sports cable channel ESPN and also radio and television stations.
 

cherrynegra

Well-Known Member
Originally posted by Pat X
Well, it sure looks like the PR campaign against Eisner is picking up steam whether it is warranted or not. I am sure Comcast is happy about this. If Eisner loses a lot of votes, I am sure we'll see Comcast increase its bid to try to take over the company. :mad:

Unfortunately, whether Eisner remains or stays, there will always be the possibility that Disney may get bought. And Eisner himself said that they would consider any "serious offer," meaning that they'd sell to the right bidder. Which I would take as an open invitation to anyone out there willing to fork over the cash for the company.

If it ever happens, I think it's going to be a question of who would you want to buy the company. We haven't seen any serious contenders, other than Comcast. But Lord knows what might happen after next week.
 

Disneyland1970

New Member
Original Poster
I am really surprised by this myself. If all plays out and Roy gets his 20%, it's going to be pretty scary for some time. I hope the replacement ( if one is needed before 2006) can have the luck that Eisner had his first 10 years . One question leads to another and another.....
 

Pat X

New Member
Originally posted by cherrynegra
And Eisner himself said that they would consider any "serious offer," meaning that they'd sell to the right bidder.

But at least we know with Eisner and the current board they are for keeping Disney independent, regardless of the other issues that some people have with him. I for one am glad they were so quick to turn down the offer.

Well, even if Roy gets upwards of 30% that doesn't mean anything serious has to happen right? While it shows that there is a good portion of people who are disspleased, the vote doesn't force him to resign. I just see Eisner as being stubborn, for better and for worse....I feel that he may fight it out. But what do I know! :) :(
 

Pat X

New Member
Here is Disney's official response...I wish they had something more substantial to say....

Reuters
Disney says disagrees with Calpers criticism
Wednesday February 25, 9:40 pm ET


LOS ANGELES, Feb 25 (Reuters) - Walt Disney Co.(NYSE:DIS - News) on Wednesday rejected criticism of its management by the largest U.S. public pension fund, Calpers, which announced earlier in the day it would vote against Chief Executive Michael Eisner's reelection to the board next week.

Spokeswoman Zenia Mucha said in a statement that Disney's audit process was "beyond reproach" and that she was "dismayed" by Calpers criticism that Disney had allowed its auditor to perform consulting work.

Mucha also said the board believed it had a strategy for growth and did not agree with Calpers, which said it lacked confidence in management and Disney's long-term strategic vision.
 

garyhoov

Trophy Husband
Check out what the stock is doing today after the announcement. It's moving sharply up while most markets are moving down.

Simply put, that shows that most investors think Eisner going would be good for the company, and that gives the best indication yet of how the March 3rd vote will go.
 

garyhoov

Trophy Husband
Originally posted by Pat X
Or, they could be thinking that Comcast has better chance now of buying Disney?


Good point. That's possible, but I think that's over-thinking it a bit. I think in most investors minds, the comcast possibility is something that might or might not happen sometime in the relatively distant future and there are many more things that will happen between now and then.

The March 3rd meeting is coming up next week, and I think most Disney Stock movement will be more focused on that meeting and guesses as to how the vote will go.

Rightly or wrongly, I expect, considering the weak 5 year performance of Disney stock, management change is the best way to generate investor enthusiasm and fend off a Comcast bid.

Should be interesting.


:wave:
 

Pat X

New Member
I agree...it certainly is interesting right now....a little too intersting in fact. :)

Anyways, check out Jim Hill's latest column. He has a couple interesting points. He also predicts that Comcast will announce another offer, one that includes cash, on the morning of March 3.

Read more here:

http://www.jimhillmedia.com/main/index.htm
 

cherrynegra

Well-Known Member
I'm certainly no psychic, but I thinkt the stock is moving up because Wall Street feels something is coming down the pike. Meaning another bid. It may be Comcast, it may be who knows who. There's a saying on Wall Street that you buy on the rumor, and sell on the news. This may be what's happening. Buy now while the stock is cheap, and then sell like mad if the good news hits.
 

cherrynegra

Well-Known Member
As I suspected, I combed the financial websites and Jim Hill and found that, you guessed it, Comcast may be coming back. Here's a quote I copied.

"So what's the hold-up?" you query. The wild card here -- of course -- is Comcast. The current buzz among Wall Street types is that the cable giant is expected to unveil a brand new, improved bid (which will allegedly feature a much larger cash component) for the Walt Disney Company early on the morning of March 3rd. So that someone attending Disney's shareholders meeting will just HAVE TO bring up this new development up during the Q and A session. Which will -- obviously -- force Eisner and/or Disney's Board of Directors to address this issue in an open forum.
 

Disneyland1970

New Member
Original Poster
Well another one has taken Roy's side. This from the la times. Complete article at SAVEDISNEY.com

Eisner Loses Backing of Big Pension Funds
CalPERS and CalSTRS, two of Disney's largest shareholders, have withdrawn support for the company's embattled chairman.

Pat X
BTW, according to the following article, CALpers holdings only account for 0.5% of Disney Stock. Looks like opponents will need a hell of a lot more people to vote "no."

I read some where else today that it not the amount that these funds hold but the message they send to other funds. They are a couple of the largest funds in the country. Top 10 at least in size.

It is also a strong message being Eisner Met with CALpers on Tuesday.
 

cherrynegra

Well-Known Member
Yes, and now Roy and Gold are having a meeting with the Ohio folks who run the pensions for that state. Here's a quote from bloomberg.com.

"Eisner and Disney director Robert Matschullat today will visit representatives of Ohio's pension funds, said Cynthia Richson, corporate governance officer at the Ohio Public Employees Retirement System, which owned 4.6 million Disney shares and 4.88 million Comcast shares as of December.

Richson said Eisner agreed to a meeting after she told him last week she had questions about Disney's corporate governance. She said the Ohio State Teachers' Retirement System, which owns 4.1 million Disney shares, also would attend the meeting. "
 

Tim G

Well-Known Member
Excuse me... they didn't say they will vote No...
The said they decided to "withhold" their voting...
Which means they won't vote at all...


*quote*
The California Public Employees’ Retirement System (CalPERS) announced today that it has decided to withhold voting for Michael D. Eisner for the position of Board Chairman/Chief Executive Officer of The Walt Disney Company
*unquote*
 

cherrynegra

Well-Known Member
Originally posted by Corrus
Excuse me... they didn't say they will vote No...
The said they decided to "withhold" their voting...
Which means they won't vote at all...


*quote*
The California Public Employees’ Retirement System (CalPERS) announced today that it has decided to withhold voting for Michael D. Eisner for the position of Board Chairman/Chief Executive Officer of The Walt Disney Company
*unquote*

But I thought I read somewhere that even withholding your vote is considered a no vote. Not the same as not voting at all. Could I be wrong? I will double check.
 

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