Proxy Monitor Urges ‘No’ Vote on 2 Disney Directors

Walt Disney Co. shareholders should withhold votes from two directors at the media company’s annual meeting because the board is too closely aligned with Chairman Michael Eisner, said Proxy Monitor, which advises large investors.

Institutional Shareholder Services, another advisory firm, said separately that it recommended investors vote for all 10 of the Disney directors up for election to one-year terms.

The group said the board is made up of three insiders, five affiliated outsiders and eight independent outsiders.

Disney has been criticized before for the makeup of its board, which some investors have said is not sufficiently independent.

Two years ago, shareholders rejected a move by some big institutional investors to redefine what is an independent director, though the measure won 35% of shares voted.

Proxy Monitor singled out Reveta Bowers and former Sen. George Mitchell. Bowers is a principal of a school once attended by Eisner’s children, and Mitchell has received consulting fees from Disney, Proxy Monitor said, citing Disney’s proxy statement.

Both Bowers and Mitchell are members of Disney’s audit committee, and Bowers is a member of the committee that sets the pay of top executives, including Eisner, Proxy Monitor said.

Burbank-based Disney will hold its annual meeting in Chicago on Feb. 22.