Ex-Disney directors call off fight

[speck76]

Ex-Disney directors call off fight
Roy Disney, Stanley Gold make peace with board

By Richard Verrier | Sentinel Staff Writer
Posted December 4, 2004

The two men who led a shareholder rebellion against Walt Disney Co. chief executive Michael Eisner have made a tentative peace with the company's board.

Former Walt Disney Co. directors Roy Disney and Stanley Gold on Friday withdrew their repeated threat to put up a rival slate of directors at the annual meeting in spring 2005.

In a letter to the Disney board, the men said they were encouraged by its pledge to conduct a "thorough and bona fide search" to select a new CEO by June 2005. Eisner has pledged to step down when his contract expires in September 2006, though the board has said he will leave when his replacement is installed.

"We are assuming that the board will continue to act in good faith to fulfill the promises it made to Disney stockholders over the course of the last nine months," said Gold and Disney, whose letter was released on the last day that they could have nominated a rival slate.

The action comes a year after the men launched a bitter fight to oust Eisner from the helm of Disney, which he has led for two decades. In March, shareholders delivered a stunning 45 percent vote of no-confidence against Eisner, who was stripped of his chairman's title.

Then in September, Disney and Gold vowed to wage a proxy fight with "unrelenting vigor" unless the board hired an executive recruiting firm to find a replacement for Eisner by the 2005 annual meeting.

Later that month, the board announced Eisner's successor would be chosen by June -- several months after the meeting. In late October, it hired the headhunting firm Heidrick & Struggles to conduct the search.

This week, the board also elected former Estee Lauder CEO Fred Langhammer as an independent director. In their letter Friday, Disney and Gold said they hoped Langhammer will bring a "fresh perspective and independent voice to the Disney boardroom."

Disney and Gold, however, expressed disappointment that the board apparently rejected three independent board candidates who had been proposed by a coalition of pension funds. Those candidates, whom Disney and Gold had publicly endorsed, included TV mogul Haim Saban and former Securities and Exchange Commission Chairman Richard Breeden.

"After last year's shareholder revolt," they wrote, "we had hoped this year the board would be more receptive to input from concerned stockholders."

Friday's announcement was widely expected. Gold and Disney had already declared a cease-fire of sorts in September when they praised the board for its "leadership and independence."

And few expected the two would be able to muster enough support among investors to run a rival slate, given the board's actions and Disney's improved results. Disney saw record cash flows this year and this week announced a 14 percent increase in its annual dividend.

"They've been getting a lot of 'atta-boys' from people but probably not a lot of pledges of support" for a proxy fight, said Patrick McGurn, senior vice president of Institutional Shareholder Services.

Anthony Valencia, an analyst with TCW Group, agreed: "Basically, they got what they wanted so there's not a lot of point in going forward" with a rival slate.

Richard Verrier can be reached at richard.verrier@latimes.com or 1-800-528-4637, Ext. 77936.

 

[Woody13]

Yep, Roy and Stan lost the battle and the war. They were full of idle threats and unfortunately a lot of Disney fans got fooled into supporting their greed. I hope that all Disney fans now recognize that Roy and Stan were only doing this as a power grab to fatten their wallets.

Obviously, had they wanted to actually improve the company, they had ample opportunities while they were on the Board. However, I never saw one example of any Disney Company improvement as a result of either Roy or Stan's influence during all those years they were on the Board.

 

[DisneyFan 2000]

And I hope you see one day that Eisner is a greedy man that managed to ruin the animation industry so he could get away with a few more dollars.

 

[speck76]

Obviously, had they wanted to actually improve the company, they had ample opportunities while they were on the Board. However, I never saw one example of any Disney Company improvement as a result of either Roy or Stan's influence during all those years they were on the Board.

It is funny how quiet Roy and Stan were during the Ovitz trial.

I could not agree more with you......they could not do the job when they were on the board, and they could not do the job when they were off of the board.

 

[KevinPage]

I must say I completely disagree with everyone who has posted so far in this thread.

Should they waste their time and elect members if they don't feel they would win the vote? Why not use their energies elsewhere.

If they lost the war why haven't they shut down their website?

I think most people feel that anything short of having Eisner tarred and feathered is a complete failure. (which is insanely short sighted and running on their emotions)

Do you think the board would have even started looking for a CEO if Roy/Stan didn't put the pressure on them? Don't you think it would have been a forgone conclusion that Eisner would be a board member if not for Save Disney? As of now it appears unlikely that he will be.

Take a chill pill and realize that not every hit has to be a home run. You can accomplish alot with a few doubles and singles strung together.

 

[dxwwf3]

Take a chill pill and realize that not every hit has to be a home run. You can accomplish alot with a few doubles and singles strung together.

Well said Kevin

 

[Computer Magic]

Since it's the Christmas season, let's think of A Christmas Carol. Where would we be today if SaveDisney.com never existed.

1) Do you think Eisner would have left after his contract expired or would it have been renewed. Or add leave early for that matter
2) If not renewed, do you think he would have walked away with a huge package deal?
3) Do you think he would be on the board?
4) Would anyone challange his hand pick successor?
5) If you think Disney is heading it the right direction, is it because of Roy or Eisner?
6) Would Eisner have placed as many rides in WDW within the last year?
7) Was this campaign an eye opener for Eisner? Does he feel his empire challenged to the point he had to make changes? Or whould this have happened anyway

Bottom line, Do you think Disney fans would have been better off if Roy and Stan never started their campaign. Leave out what you think Roy and Stan's motive was.

 

[speck76]

Since it's the Christmas season, let's think of A Christmas Carol. Where would we be today if SaveDisney.com never existed.

1) Do you think Eisner would have left after his contract expired or would it have been renewed. Or add leave early for that matter
2) If not renewed, do you think he would have walked away with a huge package deal?
3) Do you think he would be on the board?
4) Would anyone challange his hand pick successor?
5) If you think Disney is heading it the right direction, is it because of Roy or Eisner?
6) Would Eisner have placed as many rides in WDW within the last year?
7) Was this campaign an eye opener for Eisner? Does he feel his empire challenged to the point he had to make changes? Or whould this have happened anyway

Bottom line, Do you think Disney fans would have been better off if Roy and Stan never started their campaign. Leave out what you think Roy and Stan's motive was.

Why were they such "the problem" when on the board then? If they are so responsible for the changes you have listed (which I don't think they are), why could they not be vocal when on the board. If is funny how they had such a change of heart, esp since Roy was part of the board for a great many years, and really, was part of the problem.

 

[Shaman]

They won the battle...they managed to strip Eisner of his chairman's title...and managed to muster up a large percentage of no-confidence votes for many board members....it still remains to be seen who won the war....

It would be foolish to think that people don't look out for themselves and their interest (and that includes Gold and Disney)...but wasn't that the point of the fight for Disney in the first place...to protect the future of something his uncle created....

If anything, the struggles created a spark...opened people's eyes...and thats a good thing...

Lets see what happens in the coming months...

 

[Computer Magic]

Why were they such "the problem" when on the board then? If they are so responsible for the changes you have listed (which I don't think they are), why could they not be vocal when on the board. If is funny how they had such a change of heart, esp since Roy was part of the board for a great many years, and really, was part of the problem.

I was trying to be neutral in my questions. So, you are stating Disney current direction would have happened anyway regardless of the SaveDisney.com campaign? Eisner would be leaving, His had pick successor wouldn't be a sure thing, CEO and Chairmen would be split, Eisner not staying on the board after leaving, money put back into the parks instead of losing ventures, Muppets bought. What else has happened over the last year?

 

[speck76]

I was trying to be neutral in my questions. So, you are stating Disney current direction would have happened anyway regardless of the SaveDisney.com campaign? Eisner would be leaving, His had pick successor wouldn't be a sure thing, CEO and Chairmen would be split, Eisner not staying on the board after leaving, money put back into the parks instead of losing ventures, Muppets bought. What else has happened over the last year?

They may be responsible, they may not........there was a lot of pressure on WDC to produce even before the SaveDisney campaign began......I think many of the years happenings would have happened regardless.

My question is, why was Roy so "vacant" from making any changes while on the board. He was involved in the Ovitz golden parachute, and now he fights against such behavior....yet not once has he ever admitted being part of the problem. Roy did NOTHING on the board, and at first resigned simply because he would have been automatically retired anyway due to the board age limits (the same reason Sen Mitchell will be gone next year). I remember his first be battle with SaveDisney was about "age limits for board members"

I guess until he admits that "he was part of the problem, but he has seen the light, and is trying to find a solution", he has no credibility with me.

 

[speck76]

Please remember why Roy left the board


Roy Disney resigns from Disney Co. board and criticizes Michael Eisner

NewsTeam | AP [News Wire] | POSTED: 12.01.03 @08:38
LOS ANGELES, Dec 01, 2003 (AP WorldStream via COMTEX) -- In a sign of tension at the top of one of the nation's media giants, Walt Disney Co. vice chairman Roy E. Disney stepped down from the board of directors and called on chairman and chief executive Michael Eisner to resign in a scathing letter.

"It is my sincere belief that it is you that should be leaving and not me," Disney wrote to Eisner.

Disney, 73, is the last family member active in the company, founded in the 1920s by his uncle Walt and his father, Roy O. Disney, who was the business manager. He said he also is quitting as chairman of the company's animation division.


His departure may have been a pre-emptive move to avoid being forced from the board. Its governance and nominating committee decided against recommending him for another term because he is over the mandated retirement age of 72, the company said Sunday.

In September 2002, Eisner's plan for improving the company was unanimously approved by the board, but only after months of often bitter infighting among board members about the company's declining fortunes.

The plan included the most drastic changes in board membership since Eisner became chairman, such as bringing more independent members to a board that had long been criticized as having too cozy a relationship with Eisner. It also created the mandatory retirement age.

 

[Computer Magic]

My question is, why was Roy so "vacant" from making any changes while on the board. He was involved in the Ovitz golden parachute, and now he fights against such behavior....yet not once has he ever admitted being part of the problem. Roy did NOTHING on the board, and at first resigned simply because he would have been automatically retired anyway due to the board age limits (the same reason Sen Mitchell will be gone next year). I remember his first be battle with SaveDisney was about "age limits for board members"

I guess until he admits that "he was part of the problem, but he has seen the light, and is trying to find a solution", he has no credibility with me.

That's a good question regarding Roy being vacant during Ovitz. The entire board overlooked that situation. Was there too much trust in Eisner at the time, Did they not realize how big a part Frank Wells played in Disney success, did Eisner put on a good show and pull the wool eyse over the board? I don't know the answer to that one.

And yes, Roy was upset about being pushed out and being forced to retire. Roy and Stan have their own interest, but so do most. But if self interest assists in a end result others want, makes for a pretty good union.

I will now say I think SaveDisney made the public aware, accelerated Eisner demise, kept him off the boards and kept Eisner from owning a even a bigger piece of Disney's future. For that I thank Roy and Stan.

 

[DisneyRoxMySox]

Roy should have made more of an effort while he was on the board. I was on the fence
whether to support him or not. When I went to the shareholders convention last March, I
heard their speeches. Although very well delivered there was no substance to the speech.
He criticized the board, but had no ideas for improvement. I do have respect for Roy,
mainly because his last name is Disney and he helped stip Eisner of half his title. But I did vote to keep Eisner in. I know what
you're thinking, but I had a reason for doing so, remember the Disney Decade? He did
great things for the company then, but not so much now. I also believed the Save Disney efforts and the fact that
the vote was so close would make him change his tune a bit. Wrong. But he is leaving this
March...right?

 

[Computer Magic]

Roy should have made more of an effort while he was on the board. I was on the fence
whether to support him or not. When I went to the shareholders convention last March, I
heard their speeches. Although very well delivered there was no substance to the speech.
He criticized the board, but had no ideas for improvement. I do have respect for Roy,
mainly because his last name is Disney and he helped stip Eisner of half his title. But I did vote to keep Eisner in. I know what
you're thinking, but I had a reason for doing so, remember the Disney Decade? He did
great things for the company then, but not so much now. I also believed the Save Disney efforts and the fact that
the vote was so close would make him change his tune a bit. Wrong. But he is leaving this
March...right?

I don't own many shares of Disney, but voted not to keep Eisner. Mainly because I feel Frank Wells and Eisner revived Disney. After Wells death, Disney was in good enough shape to be on auto pilot for a few years. But when a leader was needed, Eisner couldn't do it himself, but too proud to seek help. Ego out grew his head.

Just my two cents

 

[DisneyRoxMySox]

I don't own many shares of Disney, but voted not to keep Eisner. Mainly because I feel Frank Wells and Eisner revived Disney. After Wells death, Disney was in good enough shape to be on auto pilot for a few years. But when a leader was needed, Eisner couldn't do it himself, but too proud to seek help. Ego out grew his head.

Just my two cents

Wait...if you don't own any shares...
How did you vote ?

 

[speck76]

Roy should have made more of an effort while he was on the board. I was on the fence whether to support him or not. When I went to the shareholders convention last March, I heard their speeches. Although very well delivered there was no substance to the speech. He criticized the board, but had no ideas for improvement.

I guess this is a major issue for me.

Roy's efforts have all been based on argumentum ad misercordiam and much false to the theory of untestability.

In other words, Roy has been very good at an apeal to pity....the FANS like him, he is a Disney. He offers "sunshine and rainbows", and the fans feel that if they support him, all will be better. Yet really, what has he offered....he has bashed a lot, but where are the solutions, and anything he points out to be "wrong", may only be wrong from a fan point of view. Sure, Eisner got a 41% no confidence vote......funny, this would mean the most of the financial institutions voted to keep him on (WDC is 67.85% owned by banks and brokers).

Roy was on the board for a LONG time. He had the ability to make a difference, he did not. (Roy was also Chairman of the Animation Division for a long time......not much success there either)

 

[Computer Magic]

Wait...if you don't own any shares...
How did you vote ?

I live in Chicago , ghost voting

I don't own many shares is what I stated. Meaning I don't have a large voice in making a difference.

 

[Woody13]

Since resigning in protest from Disney’s board last year, Disney and Gold have worked full-time to sabotage Eisner and take over the company. Make no mistake. Despite their many self-serving statements to the contrary, their intent has always been to take over Disney, not save Disney.

Without a smoking gun, it’s difficult to tell the extent to which Roy Disney and Stanley Gold’s fingerprints were all over the Comcast bid. However, if you look at the corporate history of Shamrock Holdings (Roy and Stan's company), you'll find some very sleazy business practices.

The only thing that has saved Disney thus far is that Eisner has more corporate skills than those of Brian Roberts, Roy Disney, Stan Gold and Steve Jobs put together!

 

[DisneyRoxMySox]

I live in Chicago , ghost voting

I don't own many shares is what I stated. Meaning I don't have a large voice in making a difference.

Oh, Sorry