BURBANK, Calif. (August 18, 2005) — The Walt Disney Company (NYSE: DIS) Board of Directors announced today that it has amended its Corporate Governance Guidelines to provide that any director who receives a “withhold” vote representing a majority of the votes cast for his or her election would be required to submit a letter of resignation to the Board’s Governance and Nominating Committee which in turn would recommend to the full Board whether the resignation should be accepted.
In addition, in response to a shareholder proposal on greenmail at Disney’s 2005 Annual Meeting, the Board amended the Company’s bylaws to add a provision that generally prohibits the repurchase of any shares at above-market prices from any holder of more than 2% of Disney’s voting securities without shareholder approval.
“Today’s action is the latest in a series of steps we have taken to further strengthen Disney’s corporate governance practices,” said Sen. George J. Mitchell, chairman of The Walt Disney Company Board of Directors. “The Board remains committed to monitoring evolving best practices and adopting new provisions, as appropriate, to serve the long-term interests of the Company’s shareholders.”
Demonstrating its commitment to corporate governance, the Board has taken a number of actions over the last several years, including: updating its executive compensation plans with a revised Management Incentive Bonus Program and new long-term compensation plan; separating the positions of CEO and chairman; setting annual terms for all Board members; eliminating the “poison pill;” requiring directors to each have a minimum ownership of $100,000 in Disney stock; establishing regular executive sessions of non-management directors; limiting the number of other public company Boards on which a director may serve; reducing the overall size of the Board from 16 members in 2002 to 12 today; and, increasing the number of independent directors today to 9 of the 12 seats.
The Company’s Corporate Governance Guidelines and by laws can be accessed on the Internet at:http://corporate.disney.go.com/corporate/governance.html