Roy Disney And Stanley Gold Withhold Vote For All Directors...

General Grizz

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Roy Disney and Stanley Gold Withhold Vote For All Directors at 2005 Disney Annual Meeting; Say They Have Not Conducted Campaign This Year To Ask Other Shareholders To Do the Same

Roy E. Disney and Stanley P. Gold today issued the following statement on their vote at the 2005 Disney Company Annual Meeting:

Our voting decision at the 2005 Disney Annual Meeting rests on one question - Has the Disney Board adequately addressed the issues that resulted in the unprecedented vote of "No Confidence" at last year's annual meeting?

The Board has adopted a number of policies since March, 2004. The litmus test, however, as to whether this Board has truly reformed itself is how it conducts and implements the search for Mr. Eisner's successor. We are waiting to see whether this Board has the independence and dedication to its stockholders to conduct an open and honest search for a new leader with the vision and creativity to meet the challenges ahead - a person who will become only the sixth leader of Disney, a true icon of American business and culture. At this point in time, the Board's credibility is in question due to reports that they have yet to interview a single outside candidate. Potential candidates, meanwhile, are indicating a lack of interest in the position because of delays in the search process and the uncertainty regarding when Mr. Eisner will leave the Company.

The Board has set a deadline of June 2005 to select a successor. Until we see that this Board has faithfully discharged its duties in this most critical of Board functions, and that Mr. Eisner steps down as CEO and as a member of the Board upon the culmination of the process in June, we are WITHHOLDING our vote at the 2005 Disney Annual Meeting for all members of the Disney Board. We have not conducted a campaign to ask other shareholders to do the same.

Lest there be any confusion, by withholding our vote, we are doing precisely that, no more and no less. We are withholding our vote because we are withholding final judgment. In recent months, the Board has been saying the right words. We now await its actions.
 

brisem

Well-Known Member
Disney dissidents won't back board, press CEO hunt
By Peter Henderson, Reuters


LOS ANGELES, Feb 8 (Reuters) - Walt Disney Co. dissident shareholders Roy Disney and Stanley Gold said they would withhold votes for the company's board of directors at the annual meeting this Friday to step up pressure on the search to replace Chief Executive Michael Eisner.

But the former directors, who sparked a revolt at last year's annual meeting that led to Eisner losing the role of board chairman, said they would not campaign for other shareholders to follow their lead.

"At this point in time, the board's credibility is in question," Gold and Roy Disney said in a statement, referring to reports that the board had not interviewed outside candidates competing with President and Chief Operating Officer Bob Iger and that delays were alienating potential candidates.

"We are withholding our vote because we are withholding final judgment," they said, explaining that they wanted to keep to the schedule to finish the selection process by June, as planned, and that Eisner then would step down as CEO.

Eisner has said he plans to leave the CEO post in September 2006.

Last year, Eisner lost his job as chairman after 45 percent of votes were cast against his re-election to the board and other directors also received significant protest votes.

A broad coalition not linked to Roy Disney, the nephew of founder Walt Disney, and Gold, backed that protest, although most major protesters since have said they were willing to give the board a chance to prove its independence.

IGER DEEMED THE MAN TO BEAT

"I expect you will not see the sort of groundswell of withholding votes that you saw last year by any means," said Greg Taxin, head of proxy advisory firm Glass Lewis, which recommends withholding votes for Mitchell, because of previous financial connections to the company, and supporting other directors.

A number of media and technology executives have been cited in public as potential successors to Eisner, from News Corp. President Peter Chernin to Yahoo Inc. chief Terry Semel. But the Disney board and potential candidates have kept mum or denied interest.

"No candidate would let themselves be named a candidate without having locked up the job," Taxin said. "No one wants to be the public loser."

With the turnaround of television network ABC and Disney's rising stock price and earnings, internal candidate Iger has been seen as the man to beat, raising some concerns about the search for a new CEO.

Chairman George Mitchell said last week the board was on track to name its choice by June and that "there has been no prior determination; there are no preconditions."

The company had no comment beyond Mitchell's statement.

Disney shares, which have been trading around their highest levels since mid-2001, fell 4 cents to close on Tuesday at $29.84 on the New York Stock Exchange. Earlier in the day, Disney's stock hit a fresh 52-week high at $29.99.

The stock is up about 28 percent from its close on Feb. 6, 2004.

(Additional reporting by Martha Graybow in New York)

((Reporting by Peter Henderson; Editing by Jan Paschal;

Reuters Messaging:

rm:// peter.henderson.reuters.com@reuters.net;

E-mail: peter.henderson@reuters.com; +1 213 955 6750))
 

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