No Alternate Board for Roy Disney

In a letter sent Friday to the Walt Disney Co. Board of Directors, Disney dissidents Roy Disney and his Shamrock Holdings business partner, Stanley Gold, said they would not follow through on a threat to present an alternate slate of candidates for election to the Board at the company’s 2005 Annual Meeting of Stockholders.

With Disney CEO Michael Eisner set to step down in 2006, Disney and Gold feared the Board would fill the post with Bob Iger, Eisner’s right-hand man. The Board has since committed to conducting a thorough search for a new CEO. Disney and Gold state in their letter, "Our decision is based on the actions the Board has taken in recent months in response to the shareholders’ unprecedented 45% no-confidence vote in Mr. Eisner at the 2004 Annual Meeting. Needless to say, we are assuming that the Board will continue to act in good faith to fulfill the promises it made to Disney stockholders over the course of the last nine months."

In addition to undertaking a "thorough and bona fide search" to find a new CEO by June 2005, the Board has promised that Eisner will step down as both CEO and as a Board member upon culmination of this process.

Disney and Gold say they are encouraged by the Board’s response to the last annual meeting, but admit they are disheartened by Eisner’s rejection of all three independent Board candidates recommended by a group of six leading public pension funds. They are also disappointed that the Board has rejected a pair of stockholder proposals, one that would make the CEO/Chariman split permanent and one that would permit stockholders to nominate up to two independent directors on the company’s proxy.