Disney Shareholders Re-Elect 10 Board Members Despite Opposition

Shareholders re-elect 10 board members; board endorses CEO Robert Iger as chairman under succession plan

Ten Disney board members were re-elected Tuesday despite shareholder opposition, and CEO Robert Iger was formally elected as chairman of the board as part of the company's previously announced succession plan.

Also read: Disney Sets Bob Iger Succession Plan

The board also voted former Starbucks President and CEO Orin C. Smith as the company's independent lead director.

“Orin brings extraordinary leadership, integrity and independence to the lead director position,” Aylwin B. Lewis, chairman of the Board’s Governance and Nominating Committee, said in a statement. “This structure will promote the continued exercise of independent judgment by the board.”

Also read: Major Disney Shareholder Says Board Members Should Be Replaced

The board election came during Disney's annual shareholder meeting at Westin Crown Center in Kansas City. Proxy adviser Glass Lewis & Co. opposed the election of four nominees and Smith, saying that they had not done an adequate job of managing executive compensation at the company. 

In the case of Smith, Glass Lewis cited his role on the audit and governance committee of Washington Mutual, the savings bank holding company that failed and was placed into receivership in 2008. 

Iger's rise to chairman was opposed by two shareholder groups, Institutional Shareholder Services and the treasurer for the state of Connecticut, which argued that combining the roles of chairman and CEO could negatively impact management of the company and had been undertaken without sufficient input from shareholders. 

Under that plan, Iger will become chairman of the board this year and step down from his CEO duties in March 2015.

Iger's base pay will increase to $2.5 million a year from $2 million annually.

Shareholders also endorsed Disney's stock incentive plan and executive compensation.

Re-elected board members include: Facebook COO Sheryl Sandberg, Procter & Gamble Vice Chair Susan Arnold, Sybase CEO John S. Chen, JLABS CEO Judith L. Estrin, Potbelly Sandwich Works CEO Aylwin Lewis, private equity investor Robert Matschullat, La Opinión Publisher Monica C. Lozano, and Estée Lauder Chairman of Global Affairs Fred H. Langhammer.

Shareholders also ratified the appointment of PricewaterhouseCoopers as the company's independent accountants.