Proxy Blog

The Walt Disney Company

February 17, 2021

The annual proxy for this entertainment company had the following proposals: 

  1. Proforma votes on directors, appointment of auditors, and “say-on-pay” advisory vote 
  2. Shareholder proposals on political disclosure and employee representation on the board 

Magni voted as follows: 

  1. For and against proforma proposals.
    For directors – The company meets the criteria in Magni’s policy on election of directors
    -For auditors – The company meets the criteria in Magni’s policy on auditor ratification.
    -Against advisory vote – The disclosures in the proxy did not meet the criteria in Magni’s policy on the advisory vote. 
  2. Against shareholder proposals. 
    Political disclosure – This proposal has been on the proxy for six years. The company did make changes to the disclosures to be more complete. Further, the company recently won an award for its disclosure. The proposal is not needed at this time.
    -Employee representation on the board – The shareholder resolution is generic without any information specific to the company. There are no alleged bad decisions made by the board, though the proposal does highlight some compensation related concerns. Magni acknowledges some of the compensation concerns and voted against the “say-on-pay” pro-forma proposal. Magni scores this company as has having much better than average governance. Without an indication of a specific issue in past behavior where this proposal would have beneficial impact, Magni is not prepared to overrule board decisions on these matters.