This excerpt taken from the DIS DEF 14A filed Jan 12, 2007.
Section 12. Stockholder Rights Plans
The Walt Disney Company Notice of 2007 Annual Meeting and Proxy Statement
This By-law Amendment shall be effective immediately and automatically as of the date it is approved by the vote of stockholders in accordance with Article IX of the Companys By-laws.
SUPPORTING STATEMENT: I believe that it is undesirable for a poison pill not ratified by the stockholders to remain in place indefinitely without periodic determinations by the Board of Directors that maintaining the pill continues to be advisable. I also believe that a Board should not extend the life of a poison pill beyond one year without shareholder ratification when a significant fraction of the directors do not support such an extension.
The proposed By-law amendment would not preclude the Board from maintaining a poison pill not ratified by the stockholders for as long as the Board deems necessary consistent with the exercise of its fiduciary duties, but would simply ensure that the Board not do so without considering, within one year following the last decision to adopt or extend the pill, whether continuing to maintain the pill is in the best
interests of the Company and its stockholders.
I urge you to vote yes to support the adoption of this proposal.