Now "somewhat" easier to remove WDC directors...

[DVCconvert]

see below

 

[DVCconvert]

THE TICKER
WALT DISNEY CO.: Rule changes ease removal of directors

From Tribune news services
Published August 19, 2005


BURBANK, Calif. -- The board of Walt Disney Co., which faced a shareholder revolt last year, has voted to amend its corporate governance guidelines to make it easier for shareholders to remove directors.

The company said Thursday that if shareholders withhold the majority of their votes for a director, the director must offer his resignation. A board committee will then recommend to the full board whether the resignation should be accepted.

Shareholders chafing at the poor performance of the entertainment giant's stock withheld 45 percent of the votes for Chairman and Chief Executive Michael Eisner at the 2004 annual meeting. As a result, Eisner relinquished the position of chairman and later announced he would step down as CEO this year.

The Disney board also added a provision to the company's bylaws that prohibits the buyback of any shares at above-market prices from any holder of more than 2 percent of Disney's voting shares without shareholder approval.
Copyright © 2005, Chicago Tribune

 

[manning]

It's still easier to walk on water!!!!!!

 

[raidermatt]

I heard about this, but I haven't seen a clarification as to whether its 50% of the shares held, or 50% of what's actually voted.

 

[DancingBear]

From the 8-K filed August 18, 2005:

Item 7.01 Regulation FD Disclosure

On August 18, 2005, the Board of Directors of the Registrant amended its Corporate Governance Guidelines so that any director who receives a “withhold” vote from a majority of the votes cast for his or her election will be required to submit to the Board a letter of resignation for consideration by the Board’s Governance and Nominating Committee. The Committee would then make a recommendation regarding the resignation to the Board. The Corporate Governance Guidelines as amended are set forth on the Registrant’s Investor Relations website.

 

[raidermatt]

Thanks, DB.

While its better that its % of votes cast as opposed to % of shares held, this still has very little teeth in it. Even Eisner would not have been affected by it. And anyone who is actually affected can be bailed out by the board.