This excerpt taken from the DIS DEF 14A filed Jan 6, 2005.
Unless you give other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board. The Boards recommendation is set forth together with the description of each item in this proxy statement. In summary, the Board recommends a vote:
With respect to any other matter that properly comes before the meeting, the proxy holders will vote as recommended by the Board or, if no recommendation is given, in their own discretion.