[MouseMan]

PHILADELPHIA (AP) - The Walt Disney Co.'s board voted late Wednesday to split the roles of chairman and chief executive, hours after shareholders delivered a stinging rebuke by withholding 43 percent of their votes for CEO Michael Eisner's re-election to the board.

Disney directors voted unanimously to make board member George Mitchell the company's new chairman and voiced their continuing approval of Eisner's management and the company's strategy.

The change is effective immediately.

The board also rejected a renewed overture from cable television giant Comcast Corp. (CMCSA), saying it would serve no purpose to reconsider an offer already dismissed as too low.

The move is unlikely to satisfy the company's most vocal critics, ex-board members Stanley Gold and Roy E. Disney, who have vowed to continue their fight to oust Eisner.

====================

Disney Co. Splits CEO, Chairman Positions

Mar 3, 9:11 PM (ET)

By GARY GENTILE

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[DisneyDriver]

And so it begins....

[MouseMan]

Eisner resigns as Disney chairman
By Tim Burt in Philadelphia and Elizabeth Wine in New York
Published: March 3 2004 19:34 | Last Updated: March 4 2004 2:11 (FT UK)



Walt Disney's board on Wednesday night announced it was separating the positions of chief executive officer and chairman. Effective immediately, the board created the new position of chairman of the board.


The board, meeting in Philadelphia after a contentious shareholder meeting, said it had elected former US senator George Mitchell chairman by a unanimous vote. Michael Eisner, will continue to serve as CEO.

Earlier on Wednesday shareholders delivered a humiliating verdict on Mr Eisner's leadership of the entertainment group. In the biggest setback of his 18-year tenure, about 43 per cent of investors voted against his re-appointment as chairman and chief executive.

Dissident shareholders, led by Roy Disney and Stanley Gold, who resigned as board members in December, promptly renewed calls for Mr Eisner's immediate removal.

Comcast, the US cable group that has launched a near-$60bn hostile bid for Disney, said it was seeking a meeting with independent board members to pursue merger talks.

Of the 1.77bn shares voted on the issue of Mr Eisner's re-appointment, 43.4 per cent declined to back the chairman. But according to Ann Yerger, of the Council of Institutional Investors, the number of shareholders actively withholding support was in fact closer to 55 per cent. Brokers holding shares for clients who have not voted within 10 days of a meeting automatically cast the votes with management.

"That is huge, it's a huge vote of no-confidence," Ms Yerger said.

Stephen Davis, head of Davis Global Advisors, an international corporate governance advisory firm, called the shareholder vote "a turning point in American corporate governance".

"It has energised shareholders in a way that will have long-term implications across the marketplace, in the sense that it now puts on the radar screen the competence of all CEOs, and the propriety and the wisdom of having the CEO and chairman jobs combined in one person."

Mr Disney and Mr Gold have accused Mr Eisner of destroying shareholder value and flouting boardroom independence. After the meeting, they said: "The resounding no confidence vote cast by shareholders has sent a clear and undeniable message that dramatic change is needed now and that Michael Eisner must go."

To suggestions that the vote was really a referendum on the possible separation of the jobs of chairman and chief executive, they agreed it was necessary but added: "We don't believe Mr Eisner should have either [post]".

Earlier, during sometimes rowdy exchanges, Mr Eisner had defended the company's peformance.

"I have to say that the conclusions you have heard are fundamentally wrong," he said. Disney "had the management skill and talent to continue its growth path into the future" in spite of the shareholder revolt and the challenge posed Comcast.

The company was enjoying a dramatic and sustainable upswing, set to deliver 30 per cent earnings growth this year and double-digit growth until 2007.

[Disneyland1955]

So ME is no longer the CEO. Woo Hoo!

[DisneyDriver]

No...I think that he still is the CEO, just no longer the Chairman of the Board.
Now...did he actually resign from it, or was the position taken away from by the board members?

[MouseMan]

No Jeff. He's no longer the Chairman of the board. ME is still the company's CEO.

He's not going to leave easily! Like a leach there's still something he can get out of the company. And if you think he's going to be nice to anyone after this, particularly the poor cast members who spoke out against him..well...I feel very sorry for them! He's going to be more evil than Maleficent could ever fream of being!

[MouseMan]

DisneyDriver said:No...I think that he still is the CEO, just no longer the Chairman of the Board.
Now...did he actually resign from it, or was the position taken away from by the board members?

Regarding his chairman post, he was "voted off the island."

He's still CEO...

Walt Disney's board on Wednesday night announced it was separating the positions of chief executive officer and chairman. Effective immediately, the board created the new position of chairman of the board.

The board, meeting in Philadelphia after a contentious shareholder meeting, said it had elected former US senator George Mitchell chairman by a unanimous vote. Michael Eisner, will continue to serve as CEO.

[MouseMan]

Disney board member George Mitchell addresses shareholders at their annual meeting in Philadelphia Wednesday, March 3, 2004. The Walt Disney Co.'s board voted late Wednesday to split the roles of chairman and chief executive, hours after shareholders delivered a stinging rebuke by withholding 43 percent of their votes for CEO Michael Eisner's re-election to the board. Disney directors voted unanimously to make board member and former senator George Mitchell the company's new chairman. (AP Photo Jacqueline Larma)

[LetsGetDngerous]

So let me get this straight.. they replaced Eisner (43% wanted him gone) with George Mitchell (whom 20% wanted gone)??

Is this really happening? Is this company this apathetic to the shareholders? My god, this can't really be happening.

[MouseMan]

Ah...but it is! And don't forget that comcast is demanding a meeting with them for a take over bid still!!! Amazing and sad hunh?

[DisneyDriver]

Mitchell to Be Disney Chair, Eisner CEO

Wed Mar 3, 2004 09:41 PM ET
Eisner Defends Leadership
PHILADELPHIA (Reuters) - The Walt Disney Co. (DIS.N: Quote, Profile, Research) board said on Wednesday it has separated the positions of chief executive and chairman at the entertainment conglomerate on the same day that 43 percent of shareholders voted against reelecting Chief Executive Michael Eisner to the board.

The Disney board, meeting in Philadelphia after a contentious shareholder meeting, said it had elected former U.S. Senator George Mitchell chairman by a unanimous vote.

Eisner will continue as chief executive, the board said, adding in a statement that it was confident in the company's senior management and strategic direction.

The board said it did not believe that the all-stock takeover offer from Comcast Corp (CMCSA.O: Quote, Profile, Research) , which the cable operator pressed again on Wednesday, was in the interest of Disney shareholders.

But the board also said it would "carefully review and analyze any reasonable proposal."

With regard to its view of the unprecedented shareholder vote against Eisner, Disney's board said the main message had been the need to shore up its governance by splitting the chief executive and chairman roles.

"While there appear to have been a number of different forces at work in the shareholder vote, a significant message conveyed in the vote was in the area of governance," the company's board said in its statement.

It continued: "That is not to say that we view the vote as limited to governance issues alone. We are aware that some voted for an immediate change in management and in the board. However, taking all of these factors into account, we believe the action we have taken today is in the best long-term interest of the shareholders of the company."

Mitchell had served as Disney's lead independent director and 24 percent of shareholders had voted against his reelection at the annual meeting.

Outside analysts and investors had expected the Disney board to split the chairman and chief executive positions in response to criticism that the company's board had failed in its oversight role and had been too much under the sway of Eisner.

But analysts have also questioned whether that reform coming just after the rebuke to Eisner at the shareholder meeting would go far enough to satisfy Disney's disgruntled investors.

Calpers, the nation's largest public pension fund and a leading advocate for corporate governance reform, had earlier on Wednesday taken the unusual step of urging Eisner to step down by the end of the year.

The influential California state pension had also urged Disney's board to split the roles of chairman and chief executive.

[DisneyDriver]

"While there appear to have been a number of different forces at work in the shareholder vote, a significant message conveyed in the vote was in the area of governance," the company's board said in its statement.

Excuse me? I don't think that that was the top priority on the shareholders mind. I think that the message was loud and clear...get rid of Eisner, not just change the "governances".

[Disneypro]

Mr. Disney warned us about the "spin" that would be coming. The wait sure was short.

As to the photo at the top of the thread, I love the look on Eisner's face. It has that "I'm taking my ball and going home" look to it.

[gnease42]

out of curiosity... Does anyone know what percentage of shares Eisner owns??

[MouseMan]

That's posted in the other News thread somewhere...