Shareholders of The Walt Disney Company elected 10 members of the Board of Directors at the 2018 Annual Meeting held today at the Hobby Center for the Performing Arts in Houston, Texas, United States.
“Disney’s creative and financial success reflects the dedication of our cast members around the world, the strength of our stellar management team, and the support of a world-class board willing to take the bold, strategic steps required to achieve our greatest potential,” The Walt Disney Company chairman and chief executive officer Robert A. Iger stated. “Our pending acquisition of 21st Century Fox will expand our ability to drive long-term value as an extraordinary entertainment company with the content, the platforms and the reach to meet the growing demands of consumers around the world.”
Based on preliminary results, all Disney Directors standing for election were elected to the Board: Susan E. Arnold; Mary T. Barra; Safra A. Catz; John S. Chen; Francis A. deSouza; Robert A. Iger; Maria Elena Lagomasino; Fred H. Langhammer; Aylwin B. Lewis; and Mark G. Parker.
The non-binding advisory resolution on executive compensation received 44% of the votes in favor, with 52% against and 4% abstaining.
“When considering the strategic acquisition of 21st Century Fox, and its direct contribution to long-term shareholder value, the Board decided it was imperative that Bob Iger remain as Chairman and CEO through 2021 to provide the vision and proven leadership required to successfully complete and integrate the largest, most complex acquisition in the Company’s history. 21st Century Fox similarly believed that Bob’s continued stewardship was essential for the deal,” said Aylwin B. Lewis, chair of the Board’s Compensation Committee. “Bob’s track record of creating tremendous value for shareholders speaks for itself, with a total shareholder return of 414% and an increase in Disney’s market capitalization from $46 billion to $156 billion during his tenure.”
“The Board accepts the result of today’s non-binding vote and will take it under advisement for future CEO compensation,” Lewis continued. “We believe that the terms of Bob’s extension are in the best interests of our company and our shareholders, and essential to Disney’s ability to effectively maximize long-term value from this extraordinary acquisition.”
Shareholders agreed with the Board in rejecting two shareholder proposals, one regarding lobbying disclosure and the other regarding the Company’s proxy access bylaw. Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for the fiscal year ending September 29, 2018, and also re-approved the terms of a previously adopted executive performance plan.
Pursuant to the tenure policy in the Company’s corporate governance guidelines, Robert W. Matschullat did not stand for re-election, and, as noted earlier in the year, Sheryl K. Sandberg and Jack Dorsey did not stand for re-election. “I want to thank Bob, Sheryl and Jack for their wise counsel, support and friendship over the years, and I join the entire board in expressing our sincere appreciation to each of them for their service,” Iger said. “We all were saddened by the recent passing of Orin Smith, who had served as our Lead Director since 2012. A man of great integrity and kindness, Orin helped lead our company through a transformative era of growth, ensuring we’ll continue to entertain the world for generations to come, and he will be missed by all who knew him.”
Final voting tallies from this year’s annual meeting are subject to certification by the Company’s inspector of elections, and will be included in the Company’s report to be filed with the Securities and Exchange Commission within a week.
Following the meeting, the Board elected Susan E. Arnold as independent Lead Director. Ms. Arnold, who has served on the Board since 2007, has been an operating executive of The Carlyle Group, an equity investment firm, since September 2013. She retired as President, Global Business Units of Procter & Gamble in 2009.