Delaware Business Blog

Disney board amends Corporate Governance Guidelines

A little more than a week after a favorable ruling from Delaware’s Chancery Court, Disney’s directors are back in the news again. This time it looks like they are trying to appease angry shareholders and put measures into place to help them to stay out of the Delaware court system.

Yesterday The Walt Disney Company announced 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.

Who should care?

How about Michael Eisner.

According to the News Journal, shareholders withheld 45% of the votes for the chairman and CEO at the 2004 annual meeting. Before you rush out to buy Disney stock, keep in mind that the new amendment states that a director who has a majority of their votes withheld must offer their resignation- not that it will ultimately be accepted by the Board.

If you are interested in what makes The Walt Disney Co. tick, you can view the following policies and documents online:

  • Corporate Governance Guidelines (As amended and restated on August 18, 2005)
  • Board Committee Charters
  • Code of Business Conduct and Ethics for Directors
  • Standards of Business Conduct
  • Certificate of Incorporation
  • Bylaws
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