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Status
Annual
meeting held Mar. 19, 2003
%
voting YES: 14.5%
Shareholder
resolutions face a variety of obstacles. For this reason,
it is considered significant if a resolution garners at least
5% of the vote. Votes over 10% indicate exceptional shareholder
support for an issue.
Filers
of "social-issue" resolutions generally don't expect
their resolution
to receive a majority vote and be adopted by management. Rather,
filers use these resolutions to get management's attention,
and to raise the issue with other shareholders. They hope
to achieve a vote sufficient to allow them to return the next
year.
According
to SEC rules, a resolution must receive 3% of the vote the
first year it is filed, 6% in year two and 10% thereafter
in order to be included on the proxy the following year.
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Shareholders
Ask Disney to Review CEO Pay
At
the Disney shareholder meeting on Wednesday, March 19, at the Colorado
Convention Center in Denver, CO, shareholders will vote on a resolution
calling on the company to conduct a comprehensive executive compensation
review.
The
resolution submitted by Responsible Wealth member Michele McGeoy
of Richmond, CA, will be presented by fellow Responsible Wealth
member Brad Armstrong of Boulder, Colorado. Disney was singled out
for this resolution because the company has had consistently high
executive pay while delivering lackluster performance to shareholders
and cutting the jobs of employees.
If
the resolution passed, Disney would be required to review its executive
pay policies, considering such things as executive pay freezes during
layoffs, and submitting large executive severance packages for shareholder
approval.
Last
year, Disney CEO Michael Eisner was paid $6 million, a five-fold
increase over his 2002 pay. Disney’s President Robert Iger
was paid $5.6 million, plus a large stock option grant valued at
more than $12 million. In 2002, Mr. Iger was paid $1.6 million.
“Disney’s
executive compensation system is badly broken and in need of repair,”
Brad Armstrong says in his statement. “It sends a poor message
when shareholders lose money, long-time employees lose their jobs
and the two top executives see their pay more than triple.”
This
is the fourth year that Responsible Wealth members have filed resolutions
with Disney. In 2000, the resolution was challenged by Disney and
excluded by the SEC, but the 2001 and 2002 resolutions asking for
reduced concentration of stock options in the hands of executives
were not.
In
addition to the resolution at Walt Disney, Responsible Wealth members
have introduced resolutions on executive pay issues that will appear
on the proxies of 4 other firms: Bristol Myers Squibb, Citigroup,
Coca-Cola, and General Electric. In response to a Responsible Wealth
resolution EMC Corporation agreed to perform the requested CEO pay
review. A resolution on corporate taxes will come before the Raytheon
meeting, and one calling for competitive board elections will be
voted on at the Exxon Mobil meeting. The text of the resolutions
can be found on Responsible
Wealth's website.
Responsible
Wealth is a growing network of over 750 businesspeople, investors
and affluent individuals in the top 5 percent of income and wealth
working to reverse the trend towards economic inequality. It is
affiliated with United for a Fair Economy, a national nonprofit
organization that spotlights the growing wealth gap and advocates
shared prosperity.
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