Disney Board Votes to Amend Corporate Governance Guidelines to Adopt Majority Vote Standard for Director Elections and Adds Anti-Greenmail Provision to Bylaws
The Walt Disney Company Board of Directors announced today that it has amended its Corporate Governance Guidelines to provide that any director who receives a "withhold" vote representing a majority of the votes cast for his or her election would be required to submit a letter of resignation to the Board's Governance and Nominating Committee which in turn would recommend to the full Board whether the resignation should be accepted.
In addition, in response to a shareholder proposal on greenmail at Disney's 2005 Annual Meeting, the Board amended the Company's bylaws to add a provision that generally prohibits the repurchase of any shares at above-market prices from any holder of more than 2% of Disney's voting securities without shareholder approval.
"Today's action is the latest in a series of steps we have taken to further strengthen Disney's corporate governance practices," said Sen. George J. Mitchell, chairman of The Walt Disney Company Board of Directors. "The Board remains committed to monitoring evolving best practices and adopting new provisions, as appropriate, to serve the long-term interests of the Company's shareholders."
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