Annual Mtg: Shareholder Proposal #2 – Separate Chairman and CEO Jobs

Second shareholder proposal would create a greater threshold for combining Chairman and CEO positions and limit that term to 6 months. They believe an independant chair is the key to protecting shareholders. A study shows a company that separates those positions performs better than those that don’t by a wide margin. Same study showed CEOS that also serve as chair earn 50% more than their counterparts who are CEO only. In 2004 there was a commitment to separate those positions and they thought they could rely on Disney to continue that separation. Disney did very well from 2004 – 2011 with those positions separate. In 2011 Disney backtracked making Iger CEO until 2015 and Chairman until 2016. Timing of decision prevented shareholders from expressing decent. Also mentions Iger’s severance package estimated at $100 million. Proposal does not require Disney to separate roles until after Iger departs in 2016. So they ask Iger strengthen the role of the Lead Director until there can be an independant chair in 2016.

Disney recomments a vote against this proposal.