Heirs of Walt Disney Co.'s founders, Walt and Roy O. Disney, would be guaranteed representation on the company's board of directors under a shareholder proposal submitted for the 2005 annual meeting.
Roy E. Disney, a critic of chief executive Michael Eisner, resigned from the board last year. A proposal submitted by Frank Wierenga, a Pennsylvania investor who has owned Disney stock since 1979, seeks to ensure that at least one member of the Disney family holds a seat on the board.
"Their name is on everything Disney touches, and for them to have some kind of say over how their name is presented and how their legacy is presented, I think is very important," Wierenga said in an interview.
The company sought to exclude the proposal from its proxy statement on grounds it related to the election of directors and asked the staff of the Securities and Exchange Commission for assurances that they would not take action against Disney if the company omitted the resolution.
This week, the SEC told Disney that the proposal would qualify for inclusion in the proxy, provided the investor rephrased it as a request, not a mandate, in accordance with Delaware law. Disney is incorporated in Delaware.
Wierenga, who said he hasn't seen the SEC's letter, intends to resubmit his resolution.
Because of the SEC's conditional clearance, the company now must decide whether to exclude the proposal and risk being overruled by the SEC, or include the resolution and urge investors to vote against it.
Disney spokesman John Spelich didn't return phone calls.
Wierenga owns "right around 100 shares" of Disney.
The proposal, if passed by shareholders and adopted by the board, would only require Disney representation on the board provided an heir is available and willing to serve.
Roy Disney's departure left the board with no representation from the founders' family. Roy O. Disney founded the Disney Brothers Studio with his brother, Walt, in 1923. Walt Disney died in 1966; his brother died in 1971.
