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Disney Shareholders Approve Directors, Iger Becoming Chairman

Shareholders of The Walt Disney Co. voted to approve all the company’s directors, even those opposed by two shareholder advisory services. Investors in the Burbank-based entertainment and media conglomerate also approved CEO Robert Iger as the board’s chairman at the company’s annual meeting in Kansas City. Final voting tallies for the directors and other approvals need certification by the inspector of elections and will be included in a filing within the next week with the U.S. Securities and Exchange Commission. The annual meeting was preceded by reports from ISS Governance and Glass Lewis & Co. advising Disney shareholders to vote against certain board members who favored making Iger chairman of the board. The last time Disney had a CEO serve as chairman of the board was in 2004, before then-CEO Michael Eisner was forced to give up the chairman position. ISS recommended no votes for Judith L. Estrin, Aylwin B. Lewis, Robert W. Matschullat, and Sheryl K. Sandberg who serve on the nominating and governance committee. All four were re-elected. Glass Lewis also recommended a no vote against Orin Smith as independent lead director. Smith is the former president and CEO of Starbucks Corp. Glass Lewis objected to Smith because he had served on the audit and governance committee of Washington Mutual when the lender was seized by regulators in 2008. Disney made Iger chairman to ease the transition to a new CEO in 2015, when Iger is due to step down from that post. Iger plans to stay on as board chairman until 2016. Mark Madler

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