The Board of the Company recommends a vote AGAINST this proposal for the following reasons: for Walt_Disney

Send us Feedback

Walt Disney Company (DIS)

	SUMMARY

	BULLS

	BEARS

	TOPICS

	DATA CENTRAL

	STOCK CHART

	SEC FILINGS

	BALANCE

	INCOME

	CASH FLOW

DIS » Topics » The Board of the Company recommends a vote AGAINST this proposal for the following reasons:

This excerpt taken from the DIS DEF 14A filed Jan 22, 2010.

The Board of the Company recommends a vote “AGAINST” this proposal for the following reasons:

The Board believes that the Company’s current employment discrimination policies provide broad and appropriate protection against discrimination based on sexual orientation and that it would be inappropriate to amend its policy to address the specific situation requested by the proponent.

Contrary to the proponent’s assertion, the Company does not have a “sexual orientation policy” or a policy that specifically “supports gays and bisexuals” and “excludes any support for ex-gays.” What the Company does have is an equal employment opportunity policy pursuant to which the Company commits to provide equal opportunity for all employees based on a list of characteristics and statuses including sexual orientation without distinguishing between homosexuals and heterosexuals. The Company also has a harassment policy, which prohibits employees from harassing “any employee, guest, or other person in the course of the Company’s business for any reason” including based on sexual orientation, again without distinguishing between homosexuals and heterosexuals. Both of these policies are designed to broadly protect homosexuals and heterosexuals alike from adverse treatment based on their sexual orientation.

The Company’s policies are quite deliberately stated in general terms and broadly prohibit discrimination and harassment based on race, religion, color, sex, sexual orientation, gender identity, national origin, age, marital status, covered veteran status, mental or physical disability, pregnancy, or any other basis prohibited by state or federal law. If the policies were amended to address the specific situation requested by the proponent, the Company would also have to consider whether to address other specific situations, such as the application of the policies to persons of mixed race, persons who have changed their religious identification, persons whose marital status has changed or persons who have specific mental or

physical disabilities or who developed those disabilities in specific ways. It would be impossible to effectively identify and address every specific situation that might arise and the inclusion of some specific situations would perhaps leave open to question whether other specific situations are covered. Moreover, any attempt to catalog specific instances would impose a rigid inflexibility in the application of the policy to the variety of legal, regulatory and cultural circumstances that arise in a company as diverse and wide ranging as ours.

The Board therefore believes it is far more appropriate for the Company’s policies to address discrimination and harassment in the general, non-exclusionary terms currently used than to try to address the specific instance raised by the proponent.

This excerpt taken from the DIS DEF 14A filed Jan 16, 2009.

The Board of the Company recommends a vote “AGAINST” this proposal for the following reasons:

The Board appreciates and respects the proponent’s view that, as a general rule, advisory votes enhance shareholder value. At the same time, it is the Board’s view that the potential benefits of advisory votes cannot be generalized, that the introduction of such votes may impair rather than enhance shareholder value, and that the need for an advisory vote must be assessed against the approach to compensation already taken by a particular board in order to determine whether, on balance, the potential gains associated with an advisory vote outweigh its potential harm. For the reasons that follow, the Board believes that, when such an assessment is made for Disney, the introduction of an advisory vote is not warranted and would not be constructive.

Advocates of advisory votes view them as a desirable way to cause boards to focus on executive compensation decisions and take them more seriously. This Board of Directors, however, already takes its responsibilities with respect to setting and monitoring executive compensation very seriously. Through its Compensation Committee, the Board engages in a careful assessment of the performance of the

The Walt Disney Company Notice of 2009 Annual Meeting and Proxy Statement

Company, the performance of executives, the relationship between the compensation philosophy of the Board and the incentives it seeks to create to drive long term growth and the competitive market for executive talent. The Board’s task is to strike a balance that enables the Company to attract and retain the level of talent that it needs and to provide appropriate incentives to executives to align themselves with our shareholders and drive shareholder value. In striking that balance, the Compensation Committee and the Board are advised by an independent consultant who has been retained by the Committee for that purpose. The compensation philosophy that has evolved from that review significantly ties compensation to Company performance based on metrics that the Board believes drive that value. The rationale underlying that philosophy and its application are set forth in detail in this Proxy Statement beginning on page 14.

One of the other conditions that sometimes drives advisory votes — the need to encourage Board dialogue with shareholders — doesn’t exist with respect to the Disney Board. This Board already believes the views of shareholders are, and need to be, an important input into the Board’s decision making process and has demonstrated its interest in maintaining an ongoing dialogue with major investors on a variety of topics including executive compensation, as well as with groups interested in governance issues generally and compensation issues in particular. The opportunity for dialogue is facilitated by Disney’s Board structure, which, as a result of splitting the chairman of the Board and chief executive officer functions, gives shareholders access to the Board through an independent, non-executive chairman. In short, when our shareholders have a desire to focus on compensation philosophy and practices, there is already in place a meaningful process for views to be expressed and heard. Our Directors also monitor ongoing public discussion of issues of governance and compensation. Indeed, the Company’s current “pay for performance” compensation design was influenced by significant interaction with interested shareholder groups.

In addition, the Board has adopted a number of governance procedures designed to enhance accountability to shareholders on a range of issues including executive compensation. These include a bylaw providing for majority election of Directors, procedures for direct communication with Directors (as described on page 12 of this proxy statement) and procedures for shareholder nominations of Directors (as described on page 13 of this proxy statement). We believe these measures, together with the Board’s solicitation of input from shareholders on executive compensation, provide our shareholders with the opportunity for meaningful input into executive compensation decisions.

At times, advocates of advisory votes also assert that the process yields incremental shareholder feedback that would assist a board in ascertaining shareholder sentiment. But for Disney, given the existing feedback mechanisms, an advisory vote would not yield clearer, more actionable information than is already available. A shareholder vote is simply too blunt an instrument for dealing with the complex interrelated judgments involved in executive compensation. A simple up or down vote on compensation matters by shareholders would likely provide little useful guidance about the driving force behind the vote. It would be difficult to discern whether the drivers of the vote were long-term or short-term investors — who may well have different perspectives on compensation philosophy — or whether the vote was motivated by one aspect of compensation or another, or compensation for one executive or another, on an entire compensation package for the entire executive team. Understanding these drivers is, of course, critical to evaluating the input and forming an appropriate response. The Board believes the best and only real way to develop that understanding is the process of dialogue that is currently in place.

Finally, some advisory vote advocates assert that whatever the limitations of the information learned there is no harm in the process. The Board believes, however, that there is real potential harm — that a shareholder vote approach could have the

The Walt Disney Company Notice of 2009 Annual Meeting and Proxy Statement

unintended consequence of damaging rather than enhancing shareholder value. There is one vitally important aspect of executive compensation that tends to get too little attention in the debate surrounding advisory votes. One of the Board’s most critical functions is to evaluate and provide appropriate incentives to the executive management team. This is particularly true of the chief executive officer where the Board is directly responsible for managing, in effect, the employee relationship. The factors that go into how the Board elects to manage that relationship are complex and often quite sensitive. In any circumstance, a Board has a unique vantage point to assess how those sensitive factors should be weighed to appropriately manage, reward and incentivize the chief executive officer. That is particularly true of a Board such as Disney’s, which has the added perspective of an independent chairman whose working relationship with the chief executive officer only enhances the insights that the Board brings to bear on this set of judgments. It is simply not feasible to expect an up or down vote to effectively weigh the balance of factors that inhere in the Board’s judgments about how best to discharge this vital aspect of its responsibility. To the contrary, the process could create real and unfortunate frictions that could impair the ability of the Board to perform one of its core functions.

For all these reasons, the Board believes that the existing opportunities for dialogue with shareholders, its consideration of public debate regarding compensation issues and its evaluation of these inputs in the context of the directors’ intense familiarity with the specific circumstances and needs of the Company are far better ways to assess investor reaction to compensation matters than a shareholder vote.

This excerpt taken from the DIS DEF 14A filed Jan 12, 2007.

The Board of the Company recommends a vote “AGAINST” this proposal for the following reasons:

Adoption of this proposal at the meeting would amend the Company’s bylaws to require a supermajority of the Board to adopt or extend the term of any shareholder rights plan and deny the Board the ability to adopt a shareholder rights plan with a term of more than one year absent shareholder approval.

The Company has not had a shareholder rights plan since 1999 and is not now considering adopting such a plan. The Board believes, however, that shareholder rights plans can be a useful tool in some circumstances to protect the best interests of shareholders. At other companies, potential purchasers have made offers in the face of such plans, but the existence of the plans allows boards to protect strategies for realizing long-term value and to maximize the value of stockholders’ investment by encouraging potential purchasers to negotiate directly with the board. The Board therefore believes it is important to maintain flexibility to adopt plans with terms appropriate to a variety of circumstances.

The proposed bylaw would limit the ability of the Board to adopt shareholder rights plans on terms that may be necessary to protect shareholder interests. The requirement for a 75% vote of the Board to adopt a plan would permit a relatively small number of directors (as few as three on an eleven member Board) to block a plan. A small group of directors representing special interests (including possibly representatives of an acquiring company) could therefore block action that other directors believe is in the best interests of shareholders. The limitation of plans to one year will permit potential purchasers to “wait out” the expiration of the plan and may hamper the ability of the Board to

The Walt Disney Company Notice of 2007 Annual Meeting and Proxy Statement

identify, negotiate and complete a financially superior alternative that might take more than a year to complete due to regulatory or other delays. In short, in the dynamic and highly variable circumstances in which the Board might need to consider an acquisition transaction, the proposed bylaw would raise limits that could have consequences injurious to shareholders’ interests.

Moreover, the limitations imposed on the Board’s exercise of its fiduciary duty by the proposed bylaw amendment may violate provisions of Delaware law that expressly grant the Board (not stockholders) the authority to create, issue and fix the duration of rights. Faced with a similar proposal made by Professor Bebchuk to a different company, a Delaware court recently deferred ruling on the legality of the proposal until a bylaw was actually adopted, noting that the issue presented was “fraught with tension.” There is an open legal question as to whether the bylaw would be enforceable if it were adopted.

In light of the restrictions the proposed bylaw would place on the flexibility of the Board to act in the best interests of shareholders and the doubts regarding its legality, the Board believes that the bylaw should not be adopted.

This excerpt taken from the DIS DEF 14A filed Jan 11, 2006.

The Board of the Company recommends a vote “AGAINST” this proposal for the following reasons:

The Company adopted its International Labor Standards (ILS) program in 1996. The program encompasses a comprehensive set of policies, practices and protocols designed to protect the interests of workers engaged in the manufacture of Disney merchandise throughout the world, including China, whether for licensees or for direct sale at Disney properties.

At the core of our ILS program are the principles set forth in the Company’s Code of Conduct for Manufacturers, which was established in 1996. The Code sets forth our requirements for manufacturers of Disney-branded merchandise with respect to working conditions, compensation and benefits, working hours, nondiscrimination, health and safety, association, environmental protection, compliance with law, monitoring of compliance and publication of the Code itself.

The principles embodied in our Code are consistent in most respects with the core conventions of the ILO referred to in this shareholder proposal. Our Code and ILS program are not, however, limited to China; we apply our program in all countries where Disney-branded merchandise is manufactured, with active implementation and monitoring currently in progress in more than 50 countries. In addition, our ILS program goes well beyond ILO principles by making education, cooperation, monitoring and remediation integral elements of a comprehensive labor policy. We have made meetings and training sessions with licensees, vendors, factories and business units an essential part of our ILS effort, holding hundreds of intensive training sessions with internal and external monitors, factory owners and managers, as well as with Disney employees. And when manufacturing facilities fall short of our Code standards, we seek to work with management to develop a remediation plan to bring the facility into compliance and thus permit continuing authorization to manufacture branded merchandise.

The requirements set forth in our Code are backed by an active monitoring program, using both internal and external monitors trained to perform thorough audits, including private discussions with factory workers. To date, we and our partners have conducted tens of thousands of audits of factories manufacturing Disney merchandise around the world.

In 2000, we began a project to enhance our monitoring programs by working with a group of interested nongovernmental organizations to develop an independent, objective process to evaluate our monitoring efforts. The initial phase of this project, which included a detailed review of our policies and procedures as well as site visits to observe our monitoring process in action, has been completed. A second phase, involving the development of a more comprehensive approach to promoting sustained Code compliance with a focus in China, is currently in process and is expected to be completed in early 2006. At the conclusion of this phase, we intend to report publicly on the project’s progress, outcomes and learnings. An overview of the project and an interim report on project participants, detailed objectives and approaches and early progress can be found at www.disneylaborstandards.com.

As we proceed with these ongoing efforts to enhance our global ILS activities, we do not believe that an additional special report on manufacturing in China would contribute significantly to our efforts.

This excerpt taken from the DIS DEF 14A filed Jan 6, 2005.

The Board of the Company recommends a vote “AGAINST” this proposal for the following reasons:

At the core of our ILS program are the principles set forth in the Company’s Code of Conduct for Manufacturers, which was established in 1996. The Code sets forth our requirements for manufacturers of Disney-branded merchandise with respect to working conditions, compensation and benefits, working hours, nondiscrimination, health and safety, association, environmental protection, compliance with law, monitoring of compliance and publication of the Code itself.

The principles embodied in our Code are consistent in most respects with the core conventions of the ILO, referred to in this shareholder proposal. Our Code and ILS program are not, however, limited to China; we apply our program in all countries where Disney-branded merchandise is manufactured, with active implementation and monitoring currently in progress in approximately 50 countries. In addition, our ILS program goes well beyond ILO principles by making education, cooperation, monitoring and remediation integral elements of a comprehensive labor policy. We have made meetings and training sessions with licensees, vendors, factories and business units an essential part of our ILS effort, holding hundreds of intensive training sessions with internal and external monitors, factory owners and managers, as well as with Disney employees. And when manufacturing facilities fall short of our Code standards, we seek to work with management to develop a remediation plan to bring the facility into compliance and thus permit continuing authorization to manufacture branded merchandise.

The requirements set forth in our Code are backed by an active monitoring program, using both internal and external monitors trained to perform thorough audits, including private discussions with factory workers. To date, we have conducted more than 40,000 audits of factories manufacturing Disney merchandise around the world.

In 2000, we began a project to enhance our monitoring programs by working with a group of interested nongovernmental investors to develop an independent, objective process to evaluate our monitoring efforts. The initial phase of this project, which included a detailed review of our policies and procedures as well as site visits to observe our monitoring process in action, has been completed. A second phase, involving the development of a more comprehensive approach to promoting sustained Code compliance, is currently in process. At the conclusion of this phase, we intend to report publicly on the project’s progress, outcomes and learnings. An overview of the project and working group participants can be found at http://corporate.disney.go.com/corporate/cooperative_monitoring.html. An interim report providing additional details on project participants, detailed objectives and approaches and early progress is expected to be issued early in calendar year 2005.

As we proceed with these ongoing efforts to enhance our global ILS activities, we do not believe that an additional special report on manufacturing in the People’s Republic of China would contribute significantly to our efforts.

EXCERPTS ON THIS PAGE:

DEF 14A	Jan 22, 2010

DEF 14A	Jan 16, 2009

DEF 14A	Jan 12, 2007

DEF 14A	Jan 11, 2006

DEF 14A	Jan 6, 2005

Walt Disney Company (DIS)

DIS » Topics » The Board of the Company recommends a vote AGAINST this proposal for the following reasons:

Table of Contents

Table of Contents

Table of Contents

EXCERPTS ON THIS PAGE:

RELATED TOPICS for DIS: