Goofyposter
Director of Farmland Defense
- Joined
- Oct 18, 2001
- Messages
- 2,388
The Board of Directors
The Walt Disney Company
500 S. Buena Vista Street
Burbank, CA 91521
February 24, 2004
Dear Directors:
On January 27, 2004, we delivered to The Walt Disney Company a books and records request asking the Company to make available to us all documents and records which were used or relied upon by the Compensation Committee, chaired by Ms. Judith Estrin, in connection with compensation decisions made for FY2002 and FY2003 for the Company's top five executive officers. Specifically, we requested information regarding the involvement of Mr. Irwin Russell, Mr. Michael Eisner's personal attorney, with respect to Mr. Eisner's compensation and bonuses over the last two fiscal years. This request is a matter of public record and is attached.
On February 10, 2004, because the Company had not provided the requested documents, we filed suit in the Delaware Court of Chancery to enforce our books and records request. Only then did the Company agree to produce the requested documents, which were delivered to us on Monday, February 16, 2004. Unfortunately, the Company has designated as "Confidential" virtually all of the materials which reflect the substance of the "deliberative process" of Ms. Estrin's Compensation Committee. Since February 17, 2004, we have been seeking through the Delaware Court to have these documents "unsealed".
On February 11, 2004, Stanley Gold stated on the Glass Lewis proxy talk forum that it was his belief that Ms. Estrin consulted with Mr. Russell regarding Mr. Eisner's compensation and that he did not believe that this is "the kind of governance and compensation practices that a company like [Disney] ought to have." Yesterday, February 23, 2004, Ms. Estrin stated on the Glass Lewis proxy talk forum that her committee had worked with an independent consultant in making its compensation determinations. While we now know that this consultant was only utilized for fiscal 2003, BUT NOT fiscal 2002, we are only seeking to inform your shareholders as to the actual advice given by the consultant and the extent to which the Compensation Committee followed such advice.
Members of the Disney Board, including Presiding Director Mr. Mitchell, have over the last thirty days, both in writing and speeches, indicated that this Board is committed to transparency and best governance practices. Despite those pronouncements, we believe you have mischaracterized what actually transpired with respect to the Company's executive compensation decisions regarding Messrs. Eisner and Iger. If your announced commitment to transparency and good governance is truly a reality, why does the Company continue to oppose in the Delaware Court of Chancery our efforts to make public the facts regarding the deliberations and outside advice utilized by Ms. Estrin (and the Compensation Committee that she chairs) that resulted in bonuses to Mr. Eisner in fiscal 2002 and 2003 worth multi-millions of dollars?
We see no harm to the Company in releasing this historical information regarding the actual workings of Ms. Estrin and her Committee with respect to the very important issue of executive compensation and will continue to pursue these efforts in the Delaware Court. Is the Board afraid that Disney shareholders will see that the Board's public statements are inconsistent with actual boardroom conduct? Ms. Estrin has repeatedly claimed that "perception does not match reality" regarding governance at The Walt Disney Company. We agree.
One simple question for Ms. Estrin -- Did you at any time consult with Mr. Russell, Mr. Eisner's personal attorney, regarding Mr. Eisner's fiscal 2002 and/or 2003 bonuses? Yes or No?
If Yes, in order to promote transparency and good governance, we call upon Ms. Estrin to release to shareholders all correspondence related to Mr. Russell's involvement with her and her Committee's deliberations regarding Mr. Eisner's bonuses.
Moreover, we call on the Board to demonstrate affirmatively, in deed, its public statements relating to good governance and transparency. Stop wasting corporate funds by trying to deny and delay shareholder access to information regarding how executive compensation decisions have actually been made by Ms. Estrin and the Compensation Committee. Release these materials now so shareholders can decide for themselves whether Ms. Estrin and her Committee in fact acted independently and in the best interests of Disney shareholders in reaching the bonus decisions for Mr. Eisner. Act now, so Disney shareholders can have the facts before they vote on the election of Disney Directors on March 3, 2004.
Sincerely,
Roy E. Disney Stanley P. Gold
--------------------------------------------------------------------------------
The following is the attachment to the letter:
January 26, 2004
BY HAND DELIVERY
David K. Thompson, Corporate Secretary
The Walt Disney Company
500 South Buena Vista Street
Burbank, California 91521
Dear Mr. Thompson:
The undersigned, Roy E. Disney, is the beneficial owner of common stock (the "Common Stock") of The Walt Disney Company, a Delaware corporation (the "Company"), which shares of Common Stock are held of record by Smith Barney for the account of Roy E. Disney (see Attachment 1 hereto, which is a true and correct copy of what it purports to be). Pursuant to Section 220 of the Delaware General Corporation Law, the undersigned, as beneficial holder of the shares, hereby demands the right (in person or by attorney or other agent), during the usual hours for business, to inspect the following records and documents of the Company (the "Stocklist Materials") and to make copies or extracts therefrom:
A complete record or list of the Company's stockholders, certified by its transfer agent(s) and/or registrar(s), showing the name, address, and telephone number of each stockholder and the number of shares registered in the name of each such stockholder as of the most recent date available;
A magnetic computer tape list or disk of the Company's stockholders showing the names and addresses of each stockholder and number of shares registered in the name of each such stockholder as of the most recent date available, together with such computer processing data as is necessary to make use of such magnetic computer tape or disk, and a printout of such magnetic computer tape or disk for verification purposes;
A list of all stockholders arranged in descending order by number of shares, showing the name and address of each stockholder; a complete record or list of any participants in any employee stock purchase, ESOP plan, or other plan for the purchase of shares, showing the name and address of each participant and the number of shares credited to the participant's account; a magnetic tape or disk of this information with the same computer processing data as requested in (b) above; a correct and complete copy of the plan(s) documents, including any amendments of such plan(s);
All daily transfer sheets showing changes in the list of the Company's stockholders referred to in paragraph (a) above which are in or come into the possession of the Company or its transfer agent from the date of such list to the date of the Company's March 3, 2004 annual meeting of stockholders, or any meeting held as a result of any postponement or adjournment thereof (the "Annual Meeting");
All information in or which comes into the Company's possession or control or which can reasonably be obtained from brokers, dealers, banks, clearing agencies or voting trustees or from nominees of any central certificate depository system concerning the names, addresses and number of shares of the Company's stock held by the participating brokers and banks, including a breakdown of any holders in the name of Cede & Co., Kray & Co., Philadep, Bear Stearns & Co. and other similar nominees;
All information in or which comes into the Company's possession or control or which can reasonably be obtained from brokers, dealers, banks, clearing agencies or voting trustees or from nominees of any central certificate depository system relating to the names, addresses and telephone numbers of the non-objecting beneficial owners of the Company's stock ("NOBO's") in the format of a printout in descending order balance and on a magnetic computer tape or disk with the computer processing data that is necessary to make use of such magnetic computer tape or disk (which such information with respect to brokers and dealers is readily available to the Company under Rule 14b-1 of the Securities Exchange Act of 1934, as amended, from Independent Election Corporation of America and ADP Proxy Services); and
A stop list or stop lists relating to any shares of common stock of the Company and any changes, corrections, additions or deletions from the date of the list referred to in paragraph (a) above;
The information and records specified in paragraphs (a) through (f) above shall be provided as of the record date for the Annual Meeting, updated promptly through the date of the Annual Meeting after the Company becomes aware of any change thereto.
The purposes of this demand for the Stocklist Materials are to enable the undersigned (1) to communicate with stockholders regarding the issues relating to the Annual Meeting, and (2) to request stockholders to withhold their vote at the Annual Meeting for certain of management's nominees for the Company's board of directors.
Please advise my counsel, David Robbins of Fried, Frank, Harris, Shriver & Jacobson LLP, whose address is 350 S. Grand Ave., 32nd Floor, Los Angeles, California 90071, and whose phone number is (213) 473-2005, where and when the Stocklist Materials will be available for inspection. Please be advised that the undersigned will bear the reasonable costs incurred by the Company, including the costs of its transfer agent(s) or registrar(s) in connection with the production of the information demanded.
The undersigned hereby authorizes Mr. Robbins, and his respective partners, associates, employees and any other persons to be designated by them, acting together, singly or in combination, to conduct the inspection and copying herein demanded.
Very truly yours,
/s/ Roy E. Disney
Roy E. Disney
cc. The Walt Disney Company Shareholder Services
STATE OF Calif:
: SS.
COUNTY OF Los Angeles:
BE IT REMEMBERED that, the undersigned, Roy E. Disney, personally appeared before me, who being duly sworn, deposes and says:
That the foregoing is his letter of demand for the inspection of designated Stocklist Materials of The Walt Disney Company and that the statements made in such letter are true and correct.
That the letter contains a designation of David Robbins of Fried, Frank, Harris, Shriver & Jacobson LLP and his respective partners, associates and employees and any other persons to be designated by them, acting together, singly or in combination as the undersigned's attorney or agent to conduct such inspection, and that the foregoing and this verification are the undersigned's power of attorney authorizing the foregoing persons to act on behalf of the undersigned.
The Walt Disney Company
500 S. Buena Vista Street
Burbank, CA 91521
February 24, 2004
Dear Directors:
On January 27, 2004, we delivered to The Walt Disney Company a books and records request asking the Company to make available to us all documents and records which were used or relied upon by the Compensation Committee, chaired by Ms. Judith Estrin, in connection with compensation decisions made for FY2002 and FY2003 for the Company's top five executive officers. Specifically, we requested information regarding the involvement of Mr. Irwin Russell, Mr. Michael Eisner's personal attorney, with respect to Mr. Eisner's compensation and bonuses over the last two fiscal years. This request is a matter of public record and is attached.
On February 10, 2004, because the Company had not provided the requested documents, we filed suit in the Delaware Court of Chancery to enforce our books and records request. Only then did the Company agree to produce the requested documents, which were delivered to us on Monday, February 16, 2004. Unfortunately, the Company has designated as "Confidential" virtually all of the materials which reflect the substance of the "deliberative process" of Ms. Estrin's Compensation Committee. Since February 17, 2004, we have been seeking through the Delaware Court to have these documents "unsealed".
On February 11, 2004, Stanley Gold stated on the Glass Lewis proxy talk forum that it was his belief that Ms. Estrin consulted with Mr. Russell regarding Mr. Eisner's compensation and that he did not believe that this is "the kind of governance and compensation practices that a company like [Disney] ought to have." Yesterday, February 23, 2004, Ms. Estrin stated on the Glass Lewis proxy talk forum that her committee had worked with an independent consultant in making its compensation determinations. While we now know that this consultant was only utilized for fiscal 2003, BUT NOT fiscal 2002, we are only seeking to inform your shareholders as to the actual advice given by the consultant and the extent to which the Compensation Committee followed such advice.
Members of the Disney Board, including Presiding Director Mr. Mitchell, have over the last thirty days, both in writing and speeches, indicated that this Board is committed to transparency and best governance practices. Despite those pronouncements, we believe you have mischaracterized what actually transpired with respect to the Company's executive compensation decisions regarding Messrs. Eisner and Iger. If your announced commitment to transparency and good governance is truly a reality, why does the Company continue to oppose in the Delaware Court of Chancery our efforts to make public the facts regarding the deliberations and outside advice utilized by Ms. Estrin (and the Compensation Committee that she chairs) that resulted in bonuses to Mr. Eisner in fiscal 2002 and 2003 worth multi-millions of dollars?
We see no harm to the Company in releasing this historical information regarding the actual workings of Ms. Estrin and her Committee with respect to the very important issue of executive compensation and will continue to pursue these efforts in the Delaware Court. Is the Board afraid that Disney shareholders will see that the Board's public statements are inconsistent with actual boardroom conduct? Ms. Estrin has repeatedly claimed that "perception does not match reality" regarding governance at The Walt Disney Company. We agree.
One simple question for Ms. Estrin -- Did you at any time consult with Mr. Russell, Mr. Eisner's personal attorney, regarding Mr. Eisner's fiscal 2002 and/or 2003 bonuses? Yes or No?
If Yes, in order to promote transparency and good governance, we call upon Ms. Estrin to release to shareholders all correspondence related to Mr. Russell's involvement with her and her Committee's deliberations regarding Mr. Eisner's bonuses.
Moreover, we call on the Board to demonstrate affirmatively, in deed, its public statements relating to good governance and transparency. Stop wasting corporate funds by trying to deny and delay shareholder access to information regarding how executive compensation decisions have actually been made by Ms. Estrin and the Compensation Committee. Release these materials now so shareholders can decide for themselves whether Ms. Estrin and her Committee in fact acted independently and in the best interests of Disney shareholders in reaching the bonus decisions for Mr. Eisner. Act now, so Disney shareholders can have the facts before they vote on the election of Disney Directors on March 3, 2004.
Sincerely,
Roy E. Disney Stanley P. Gold
--------------------------------------------------------------------------------
The following is the attachment to the letter:
January 26, 2004
BY HAND DELIVERY
David K. Thompson, Corporate Secretary
The Walt Disney Company
500 South Buena Vista Street
Burbank, California 91521
Dear Mr. Thompson:
The undersigned, Roy E. Disney, is the beneficial owner of common stock (the "Common Stock") of The Walt Disney Company, a Delaware corporation (the "Company"), which shares of Common Stock are held of record by Smith Barney for the account of Roy E. Disney (see Attachment 1 hereto, which is a true and correct copy of what it purports to be). Pursuant to Section 220 of the Delaware General Corporation Law, the undersigned, as beneficial holder of the shares, hereby demands the right (in person or by attorney or other agent), during the usual hours for business, to inspect the following records and documents of the Company (the "Stocklist Materials") and to make copies or extracts therefrom:
A complete record or list of the Company's stockholders, certified by its transfer agent(s) and/or registrar(s), showing the name, address, and telephone number of each stockholder and the number of shares registered in the name of each such stockholder as of the most recent date available;
A magnetic computer tape list or disk of the Company's stockholders showing the names and addresses of each stockholder and number of shares registered in the name of each such stockholder as of the most recent date available, together with such computer processing data as is necessary to make use of such magnetic computer tape or disk, and a printout of such magnetic computer tape or disk for verification purposes;
A list of all stockholders arranged in descending order by number of shares, showing the name and address of each stockholder; a complete record or list of any participants in any employee stock purchase, ESOP plan, or other plan for the purchase of shares, showing the name and address of each participant and the number of shares credited to the participant's account; a magnetic tape or disk of this information with the same computer processing data as requested in (b) above; a correct and complete copy of the plan(s) documents, including any amendments of such plan(s);
All daily transfer sheets showing changes in the list of the Company's stockholders referred to in paragraph (a) above which are in or come into the possession of the Company or its transfer agent from the date of such list to the date of the Company's March 3, 2004 annual meeting of stockholders, or any meeting held as a result of any postponement or adjournment thereof (the "Annual Meeting");
All information in or which comes into the Company's possession or control or which can reasonably be obtained from brokers, dealers, banks, clearing agencies or voting trustees or from nominees of any central certificate depository system concerning the names, addresses and number of shares of the Company's stock held by the participating brokers and banks, including a breakdown of any holders in the name of Cede & Co., Kray & Co., Philadep, Bear Stearns & Co. and other similar nominees;
All information in or which comes into the Company's possession or control or which can reasonably be obtained from brokers, dealers, banks, clearing agencies or voting trustees or from nominees of any central certificate depository system relating to the names, addresses and telephone numbers of the non-objecting beneficial owners of the Company's stock ("NOBO's") in the format of a printout in descending order balance and on a magnetic computer tape or disk with the computer processing data that is necessary to make use of such magnetic computer tape or disk (which such information with respect to brokers and dealers is readily available to the Company under Rule 14b-1 of the Securities Exchange Act of 1934, as amended, from Independent Election Corporation of America and ADP Proxy Services); and
A stop list or stop lists relating to any shares of common stock of the Company and any changes, corrections, additions or deletions from the date of the list referred to in paragraph (a) above;
The information and records specified in paragraphs (a) through (f) above shall be provided as of the record date for the Annual Meeting, updated promptly through the date of the Annual Meeting after the Company becomes aware of any change thereto.
The purposes of this demand for the Stocklist Materials are to enable the undersigned (1) to communicate with stockholders regarding the issues relating to the Annual Meeting, and (2) to request stockholders to withhold their vote at the Annual Meeting for certain of management's nominees for the Company's board of directors.
Please advise my counsel, David Robbins of Fried, Frank, Harris, Shriver & Jacobson LLP, whose address is 350 S. Grand Ave., 32nd Floor, Los Angeles, California 90071, and whose phone number is (213) 473-2005, where and when the Stocklist Materials will be available for inspection. Please be advised that the undersigned will bear the reasonable costs incurred by the Company, including the costs of its transfer agent(s) or registrar(s) in connection with the production of the information demanded.
The undersigned hereby authorizes Mr. Robbins, and his respective partners, associates, employees and any other persons to be designated by them, acting together, singly or in combination, to conduct the inspection and copying herein demanded.
Very truly yours,
/s/ Roy E. Disney
Roy E. Disney
cc. The Walt Disney Company Shareholder Services
STATE OF Calif:
: SS.
COUNTY OF Los Angeles:
BE IT REMEMBERED that, the undersigned, Roy E. Disney, personally appeared before me, who being duly sworn, deposes and says:
That the foregoing is his letter of demand for the inspection of designated Stocklist Materials of The Walt Disney Company and that the statements made in such letter are true and correct.
That the letter contains a designation of David Robbins of Fried, Frank, Harris, Shriver & Jacobson LLP and his respective partners, associates and employees and any other persons to be designated by them, acting together, singly or in combination as the undersigned's attorney or agent to conduct such inspection, and that the foregoing and this verification are the undersigned's power of attorney authorizing the foregoing persons to act on behalf of the undersigned.
