Disney Shareholders Give Resounding No Confidence Vote On Eisner
Roy Disney and Stanley Gold Say Vote Is Clear Message That Eisner Must Go
Philadelphia, PA - March 3, 2004 -- "The resounding 'No Confidence' vote cast by shareholders/owners of The Walt Disney Company (NYSE: DIS) has sent a clear and undeniable message that dramatic change is needed now and that Michael Eisner must go," Roy E. Disney and Stanley P. Gold said today.
Messrs. Disney and Gold said that their estimated tally of votes indicates that Walt Disney Company shareholders withheld more than 40% of votes from Michael Eisner for re-election as a Director of the Company, and 20% from George Mitchell, John Bryson and Judith Estrin as Directors.
"It has been suggested that Mr. Eisner's withhold vote is really a referendum on the separation of the jobs of chairman and CEO," they stated. "While we agree that this is a necessary action, and the job should be split, we don't believe Mr. Eisner should have either job." As Patrick McGurn of Institutional Shareholder Services said, "This is unprecedented. This is beyond a referendum on corporate governance. This is a referendum on Eisner's continued presence at the company." ISS earlier recommended a "no" vote on Mr. Eisner.
Other shareholders and advisory services have sent similar messages.
Glass Lewis, another leading independent proxy advisor, stated, "The Disney board has been notoriously insular, famously gullible and blindly loyal to Mr. Eisner." Glass Lewis also noted that "while the corporate world is watching carefully the fate of the Disney directors, investors should be heard to say in unison: we will hold directors' feet to the fire for present and past transgressions."
Sean Harrigan, President of the CalPERS Board of Administration stated, "We have lost complete confidence in Mr. Eisner's strategic vision and leadership in creating shareholder value in the company."
Orin Kramer, chairman of the New Jersey State Investment Council has been quoted as saying, "Eisner has created no value for shareholders for the past seven years."
Calstrs was quoted as saying, "Eisner's strategic vision as illustrated by his past actions doesn't encourage us that he's taking The Walt Disney Company in the right direction.
T. Rowe Price said its decision was a "message that if companies don't perform, we do have a vote."
The Connecticut Pension Fund noted that "management should report to the board, not the other way around."
New York State Comptroller Alan Hevesi, speaking for the New York State Retirement Fund, said, what Disney must do is "separate the positions of chairman and chief executive and ... replace Mr. Eisner as soon as possible."
"Spin and window dressing will no longer be tolerated," Messrs Disney and Gold said. "Eight years of patience has worn thin. We have had years of substandard performance and years of talk. It is now time for the Disney Board to take action. It is now time for the Disney Board to hold management accountable.
"We have said from the start that we believed anything north of a 20% withhold vote would send a strong message to the Board that shareholders were demanding a change at the company, that Michael Eisner must go. After today's mandate, the Board can no longer ignore the will of its shareholders. The 'No Confidence' vote received by Mr. Eisner is unprecedented in American corporate history," they stated.
"Contrary to what Mr. Eisner told Larry King, this will not just 'go away.' Disney's shareholders have spoken. They want real and meaningful change and they want it now. As for the two of us, it is our intention to be here next week, next month and next year. We will be here for as long as it takes," Messrs. Disney and Gold said.
"We intend to press forward and ensure that the Disney Board is held accountable," they continued. "We trust that this Board has heard the message of its shareholders today and that in a very short period of time will do what needs to be done: find a new CEO and a new senior management team with creativity and strategic vision and an ability to create superior financial performance. If this board fails to seize this opportunity, we promise we will be back. We hope that won't be necessary. This Board must accept responsibility and put the interests of its shareholders ahead of those of Mr. Eisner and his management team."
SOURCE Roy Disney and Stanley Gold
Media, Clifford Miller of Shamrock Holdings, +1-818-973-4297, or Michael Sitrick of Sitrick And Company, +1-310-788-2850, both for Roy Disney and Stanley Gold; or Investors, Charlie Koons or Larry Dennedy, both of MacKenzie Partners, +1-800-322-2885, for Roy Disney and Stanley Gold (DIS)
Roy Disney and Stanley Gold Say Vote Is Clear Message That Eisner Must Go
Philadelphia, PA - March 3, 2004 -- "The resounding 'No Confidence' vote cast by shareholders/owners of The Walt Disney Company (NYSE: DIS) has sent a clear and undeniable message that dramatic change is needed now and that Michael Eisner must go," Roy E. Disney and Stanley P. Gold said today.
Messrs. Disney and Gold said that their estimated tally of votes indicates that Walt Disney Company shareholders withheld more than 40% of votes from Michael Eisner for re-election as a Director of the Company, and 20% from George Mitchell, John Bryson and Judith Estrin as Directors.
"It has been suggested that Mr. Eisner's withhold vote is really a referendum on the separation of the jobs of chairman and CEO," they stated. "While we agree that this is a necessary action, and the job should be split, we don't believe Mr. Eisner should have either job." As Patrick McGurn of Institutional Shareholder Services said, "This is unprecedented. This is beyond a referendum on corporate governance. This is a referendum on Eisner's continued presence at the company." ISS earlier recommended a "no" vote on Mr. Eisner.
Other shareholders and advisory services have sent similar messages.
Glass Lewis, another leading independent proxy advisor, stated, "The Disney board has been notoriously insular, famously gullible and blindly loyal to Mr. Eisner." Glass Lewis also noted that "while the corporate world is watching carefully the fate of the Disney directors, investors should be heard to say in unison: we will hold directors' feet to the fire for present and past transgressions."
Sean Harrigan, President of the CalPERS Board of Administration stated, "We have lost complete confidence in Mr. Eisner's strategic vision and leadership in creating shareholder value in the company."
Orin Kramer, chairman of the New Jersey State Investment Council has been quoted as saying, "Eisner has created no value for shareholders for the past seven years."
Calstrs was quoted as saying, "Eisner's strategic vision as illustrated by his past actions doesn't encourage us that he's taking The Walt Disney Company in the right direction.
T. Rowe Price said its decision was a "message that if companies don't perform, we do have a vote."
The Connecticut Pension Fund noted that "management should report to the board, not the other way around."
New York State Comptroller Alan Hevesi, speaking for the New York State Retirement Fund, said, what Disney must do is "separate the positions of chairman and chief executive and ... replace Mr. Eisner as soon as possible."
"Spin and window dressing will no longer be tolerated," Messrs Disney and Gold said. "Eight years of patience has worn thin. We have had years of substandard performance and years of talk. It is now time for the Disney Board to take action. It is now time for the Disney Board to hold management accountable.
"We have said from the start that we believed anything north of a 20% withhold vote would send a strong message to the Board that shareholders were demanding a change at the company, that Michael Eisner must go. After today's mandate, the Board can no longer ignore the will of its shareholders. The 'No Confidence' vote received by Mr. Eisner is unprecedented in American corporate history," they stated.
"Contrary to what Mr. Eisner told Larry King, this will not just 'go away.' Disney's shareholders have spoken. They want real and meaningful change and they want it now. As for the two of us, it is our intention to be here next week, next month and next year. We will be here for as long as it takes," Messrs. Disney and Gold said.
"We intend to press forward and ensure that the Disney Board is held accountable," they continued. "We trust that this Board has heard the message of its shareholders today and that in a very short period of time will do what needs to be done: find a new CEO and a new senior management team with creativity and strategic vision and an ability to create superior financial performance. If this board fails to seize this opportunity, we promise we will be back. We hope that won't be necessary. This Board must accept responsibility and put the interests of its shareholders ahead of those of Mr. Eisner and his management team."
SOURCE Roy Disney and Stanley Gold
Media, Clifford Miller of Shamrock Holdings, +1-818-973-4297, or Michael Sitrick of Sitrick And Company, +1-310-788-2850, both for Roy Disney and Stanley Gold; or Investors, Charlie Koons or Larry Dennedy, both of MacKenzie Partners, +1-800-322-2885, for Roy Disney and Stanley Gold (DIS)