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DIS » Topics » Section 12. Stockholder Rights Plans

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

Section 12. Stockholder Rights Plans

 

  “(a)  

Notwithstanding anything in these by-laws to the contrary, the adoption of a stockholder rights plan, rights agreement or any other form of “poison pill” which is designed to or has the effect of making an acquisition of large holdings of the Company’s shares of stock more difficult or expensive (“Stockholder Rights Plan”), or the amendment of any such Stockholder Rights Plan which has the effect of extending the term of the Stockholder Rights Plan or any rights or options provided thereunder, shall require the affirmative vote of

 


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Table of Contents

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

 

 

75% of the members of the Board of Directors, and any Stockholder Rights Plan adopted or amended after the effective date of this Section shall expire no later than one year following the later of the date of its adoption and the date of its last such amendment.

  “(b)   Paragraph (a) of this Section shall not apply to any Stockholder Rights Plan ratified by the stockholders.
  “(c)   Any decision by the Board of Directors to repeal or amend this Section shall require the affirmative vote of all the members of the Board of Directors.

“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 Company’s 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.”

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