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From SmartMoney:
Connecticut State Treasurer Adds To Criticism Over Iger's Role
Connecticut State Treasurer Denise L. Nappier is calling for Walt Disney Co. (DIS) shareholders to oust four board members at its annual meeting next week, the latest response to the board's decision to give Chief Executive Robert Iger the added title of chairman.
The call to keep the roles of chief executive and chairman separate comes after a prominent investor-advisory firm on Friday also recommended against the re-election of the four board members, who sit on Disney's governance committee.
Nappier echoed criticism leveled in a report by Institutional Shareholder Services Inc. last week, which accused Disney's board of reversing "an earlier commitment to independent board leadership" by making Iger chairman--and criticized it for doing so--without seeking shareholder input. The report also raised concerns about his compensation.
Iger is set to take on the title of chairman at Disney's annual meeting on March 13, and is slated to step down as CEO in 2015. He is to remain the company's executive chairman until 2016.
Disney had responded in a Securities and Exchange Commission filing Thursday, saying "no such commitment was made," and describing ISS's recommendations as "based on both flawed premises and methodology."
The report and Nappier advised board against re-electing board members that essentially make up the governance committee: Judith Estrin, Aylwin Lewis, Robert Matschullat and Facebook Inc. Chief Operating Officer Sheryl Sandberg. The committee's other member, current Disney Chairman John Pepper, isn't standing for re-election because he is retiring from his roles at the company.
Nappier is principal fiduciary of the $24.2 billion Connecticut Retirement Plans and Trust Funds, which hold more than 642,000 shares in the media and theme-park giant valued at about approximately $27 million. Disney had roughly 1.79 billion shares outstanding as of Jan. 31.
Walt Disney last month reported that its fiscal first-quarter profit rose a stronger-than-expected 12%, helped by revised contracts with broadcast affiliates and higher customer spending and attendance at its theme parks.
Disney shares were flat at $41.75 in recent after-hours trading.