Proposals Voted For And Against At Disney Shareholders Meeting

Disney Reaffirms Commitment That It Will No Longer Retain Auditors for Services Not Directly Related to Auditing Functions

The Walt Disney Company :

• Chairman and CEO Michael D. Eisner declares at shareholder meeting that Disney established new policy last month "to reassure shareholders and the market in general"
• Disney shareholders re-elect Directors and vote on four proposals

The Walt Disney Company reiterated at its annual shareholders meeting today that it is establishing a new policy whereby it will no longer retain its auditors for consulting services or other functions not related to their auditing services.

In restating Disney's position, Chairman and CEO Michael D. Eisner said, "We've been very prudent in this area over the years, with close and active oversight by the Audit Committee. But, in the current world, it's become more important than ever to make sure that our shareholders -- and the market as a whole -- have full confidence in our financial reports, including the integrity of the auditing process."

Disney originally announced its decision on January 31 during a conference call with analysts and investors to discuss the financial results for the first quarter of its 2002 fiscal year.

Shareholders did not adopt the proposal to prohibit the company from using its outside independent accountants for other services.

The preliminary vote was 473,141,725 FOR and 648,379,732 AGAINST.

Disney intends to go ahead with its policy notwithstanding the vote outcome.

Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the company's independent accountants for the fiscal year ending Sept. 30, 2002.

The preliminary vote was 1,547,533,943 FOR and 35,681,618 AGAINST.

Shareholders approved the company's 2002 Executive Performance Plan, which ties executive compensation to annual performance targets.

The preliminary vote was 1,496,262,002 FOR and 80,768,157 AGAINST.

Shareholders rejected a shareholder proposal to impose special conditions on the manufacture of Disney products in China. Michael D. Eisner, chairman and chief executive officer noted that the company had in place a global code of conduct concerning manufacturing, coupled with active educational and enforcement efforts.

The vote was 62,376,893 FOR and 1,019,320,990 AGAINST.

A shareholder proposal to require the company to prepare a special report to shareholders on theme park safety was defeated.

The preliminary vote was 48,676,878 FOR and 1,052,660,232 AGAINST.

A final shareholder proposal to limit stock options was also defeated.

The preliminary vote was 79,640,129 FOR and 1,067,269,272 AGAINST.

Shareholders of The Walt Disney Company, meeting here today, voted by a wide margin to return the company's 16 directors to new one-year terms.

Some 1,556,205,442 shares, or 97.52 percent, were voted in favor of returning the following directors to the board:

• Reveta F. Bowers
• John E. Bryson
• Roy E. Disney
• Michael D. Eisner
• Judith L. Estrin
• Stanley P. Gold
• Robert A. Iger
• Monica C. Lozano
• George J. Mitchell
• Thomas S. Murphy
• Leo J. O'Donovan, S.J.
• Sidney Poitier
• Robert A.M. Stern
• Andrea L. Van de Kamp
• Raymond L. Watson
• Gary L. Wilson