What is eisner afraid of, release the vote numbers!!!

[Bob O]

DISNEY: HOW MANY EMPLOYEES VOTED AGAINST EISNER?
Wed Mar 24 2004 11:02:39 ET

Walt Disney Co.'s chief shareholder rebel, Roy Disney, asked Wednesday for a count of employees who voted against Michael Eisner in a recent no-confidence vote.

An attorney for Roy Disney -- nephew of the company namesake -- released a letter that was sent to the entertainment giant, asking for the percentage of votes in the company's retirement plan cast against Eisner.

Eisner stepped down as chairman but remained in the job of chief executive after a 43.4 percent no-confidence vote at the annual shareholder meeting earlier this month. George Mitchell, a board member and former US senator from Maine, succeeded Eisner as chairman.

Roy Disney said he believes a much larger percentage of company employees voted to remove Eisner.

"The No vote by 401k (retirement) plan participants on the re-election of Mr. Eisner is rumored to be in excess of 70 percent of the shares held in the Disney share plan," David Robbins, attorney for Roy Disney, said in a letter to company lawyer Donald Wolfe. Disney officials could not be reached for immediate comment.

A tally of the employee vote could be critical for Roy Disney, who still is campaigning to get Eisner out of the company entirely. If a large percentage of Disney employees want Eisner to leave, then the company's board may be pressured to also replace him as CEO.

The company's plan is administered by Fidelity Investments and involves 28 million shares, Robbins said. Robbins said in his letter that Disney company officials have told members of the media that it does not know the tally of these votes. Fidelity, however, has stated that it has told the company twice what the tally was, according to Robbins.

 

[OnWithTheShow]

See Disney's response at:

http://biz.yahoo.com/bw/040324/245867_1.html



or


Walt Disney Responds to March 22 Letter
Wednesday March 24, 8:20 pm ET


BURBANK, Calif.--(BUSINESS WIRE)--March 24, 2004--The following is The Walt Disney Co.'s (NYSEIS - News) response to a letter sent March 22:
March 24, 2004

Via Fax and Mail

David K. Robbins, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
350 South Grand Avenue, 32nd Floor
Los Angeles, California 90071

The Walt Disney Company 2004 Annual Meeting

Dear Mr. Robbins:

This will acknowledge receipt of your letter dated March 22, 2004.
It is clear both from the letter itself and from your decision to
issue it publicly as a press release that your sole objective at this
point is to manufacture artificial controversy. In doing so, you are
continuing your track record of subverting the very process that we
agreed to, at your own request, to ensure an orderly and fair vote
certification procedure. That procedure will ensure an unprecedented
level of access to voting information by your clients.

Your letter continues to focus on your desire for a special
pre-review of voting by employees and former employees who participate
in the Company's 401(k) plans. As you know, the total number of
participants in the plans is about 35,000, of which only approximately
22,200 (out of our 112,000-person work force) are active employees. I
am sure that your own solicitors have informed you, as ours have told
us, that the typical "voter turnout" by 401(k) plan participants
rarely exceeds 40% and is most frequently lower. In the end, your
inquiry in all likelihood relates to fewer than 10,000 voters, only a
portion of whom would be active employees. We see no reason why the
vote certification process on which we have agreed should be diverted
at this stage to focus on so small a number of voters, especially
since we and your clients will soon have access to this information as
certified by the inspector of elections in accordance with our
agreement.

Pending the completion of IVS's certification process, we must ask
that you respect our agreement, in the interest of accurate reporting
to all shareholders, and cease your ongoing efforts to interfere with
IVS's work. Your continuation of these efforts can only result in
delay to IVS's completion of its task.

With respect to the transcript of the annual meeting, I am having
a copy separately delivered to you, together with an invoice for the
cost.

Very truly yours,

Donald J. Wolfe, Jr.

cc: Alan N. Braverman
Morton A. Pierce
Martin Lipton
David K. Thompson
Roy E. Disney
Stanley P. Gold

 

[doombuggy]

Unless I am misinturpreting Mr. Wolfe's letter, there is a misrepresntation there. When he says "401(k) Plans" is he including the ESPP? I am an employee, but as a part time CM, I am not eligible for the 401(k) plan. I do, however, purchase stock thru the ESPP. It was my understanding that when i voted my shares earler this month, I got not one vote, but 37 votes (or something like that). I votes each share that I owned on Jan. 16, 2004. So I am one person, but 37 votes. I guess what I am trying to say is that this guy is trying to "lower" then numbers, so to speak. I have a really hard time beleiveing the fact that employees of the company ignored the vote this year, with all that's going on. If anything, it had the opposite effect on me. I stood up and took notice, mostly b/c they are trying to get rid of the portion of the company I work for.

I would like to know how many employees voted no to ME, and the number of shares that these people voted. That would be interesting. Probably never see it, though.

Thanks for posting these articles!

 

[doombuggy]

sorry, this posted twice for some reason.

 

[Bob O]

Typical response when a company doesnt want to release information that will show the feelings of employee's who actually own company stock. With the interest this has from owners of disney stock im sure the pr flack statment sharlpy underestimates the number of employee's who particpated, just like they underestimated the number of no votes that would be obtained.

 

[WDSearcher]

Originally posted by doombuggy
Unless I am misinturpreting Mr. Wolfe's letter, there is a misrepresntation there. When he says "401(k) Plans" is he including the ESPP?

No, he's not. There's a distinction between CMs who have stock and CMs who also maintain stock via 401(k) plans. The ESPP is stock that CMs purchase on their own, while the stock in 401(k) plans is purchased via brokers and such. A direct vs. and indirect purchase, if you will. They're counted differently.

 

[raidermatt]

Basically, the company's response is that since employee's hold such a relatively small portion of the outstanding stock, the way they voted is not important enough to alter the process.

Roy and co. feel that their status as employees (or former employees) has a more practical meaning than does the raw number of shares they hold. In other words, no matter what the percentage is of the outstanding stock they own, if the employees are not behind their leader, the company is in trouble. Hopefully we can all agree that is true (though certainly the outcome is an open question).

The only question is whether the process should be altered. I understand the desire to speed it up, and if the outcome is not going to be favorable, I understand the company's desire not to alter it.

I guess a lot depends on how soon "soon" is. Certainly this is relevant information to stockholders, and if its going to be weeks before its available, it would be in the stockholders best interest to expedite.

With respect to the transcript of the annual meeting, I am having a copy separately delivered to you, together with an invoice for the cost.

I thought that statement was a nice little dig.

 

[ohanafamily]

Is it just me, or was the response pure double-talk?

I think with over 50% of the voting shares saying no,...well, he is still in control.....

I just worry that the effort to get him out will make WDC a target for a corporate raid/buyout/dismantling. We could loose our Disney over this!!!!!

 

[WDSearcher]

Originally posted by raidermatt
In other words, no matter what the percentage is of the outstanding stock they own, if the employees are not behind their leader, the company is in trouble. Hopefully we can all agree that is true (though certainly the outcome is an open question).

Yes and no. I think that even in the most remarkable and well-run companies, there are people who aren't behind their leader. So you have to discount the "automatic grumblers" (the folks who would complain no matter where they worked) and the "grumblers of opportunity" (the ones who don't really care one way or the other but will jump on the bandwagon just because it seems to be the popular position) from the folks who really have a legitimate beef ... those CMs who can speak about the decline in quality or service or whatever it is that has brought them to the negative place.

In Disney's case, I would imagine that the ratio is far heavier onto the side of the true Disney fan CMs who are upset with conditions, than on the other side, but there is certainly a segment of workers who are complaining just because they can.