Proxy Blog

The Walt Disney Company 

February 12, 2020

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. Board proposal on incentive compensation plan 
  3. Shareholder proposal on political disclosure 

Magni voted as follows: 

  1. For and against proforma proposals.
    -For directors – The board has a majority of independent directors and some have CEO/CFO experience with other companies. The compensation of directors is disclosed with a meaningful portion in equity, though the equity does not have restrictions to align director incentives with long-term value creation. 
    -For auditors – There appear to be no controversies with the financial statements of the company.
    -Against “say-on-pay” – The proxy materials disclosed a shareholder engagement program, including the level of activity and the inclusion of executive compensation as a discussion topic. While the peer group criteria were clear and the peer groups were listed, the use of the multiple groups are not explained clearly and there was a lack of benchmarking of the company against the peer groups. 
  2. For board proposal on a revised long-term incentive plan. Such plans are good tools for aligning management of a company with shareholder interests. 
  3. Against shareholder proposal on political disclosureThis proposal has been on the proxy for five 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.