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Walt Disney shareholders reject executive compensation in non-binding vote

Robert A. Iger

More than 50% of Walt Disney Co. shareholders, including several large pension funds, voted against the company's executive compensation package at Disney's annual meeting Thursday.

Fifty-two percent of shareholders rejected the compensation package of CEO Robert A. Iger and four other executives, including the $349.3 billion California Public Employees' Retirement System, Sacramento; the $231.6 billion California State Teachers' Retirement System, West Sacramento; the $146 billion Texas Teacher Retirement System, Austin; the $209.7 billion Florida State Board of Administration, Tallahassee; the C$337 billion ($261.5 billion) Canada Pension Plan Investment Board, Toronto; and the C$180.5 billion Ontario Teachers' Pension Plan, Toronto, according to their proxy-voting disclosures.

Disney said in a news release after the meeting that it would take the non-binding vote "under advisement for future CEO compensation."

The company, which is in the midst of acquiring Twenty-First Century Fox, had previously disclosed in its 2018 proxy statement that it had extended Mr. Iger's contract through the end 2021 to help with the transition. As part of the contract extension, Mr. Iger's target annual pay was bumped by about 60% to $48.5 million. His compensation totaled $35.8 million in 2017. He also received stock awards worth about $100 million that will vest over the next few years, in part depending on Disney's stock return.

Proxy-advisory firms Glass Lewis and Institutional Shareholder Services had recommended that shareholders vote against Mr. Iger's compensation.

"Just four companies have failed to achieve majority support on their pay plan so far in 2018," said a spokesman for ISS Analytics, the data arm of Institutional Shareholder Services, in an emailed statement Thursday. "Disney, however, is the first large capital, S&P 500 company to lose its say-on-pay vote with the other three votes occurring at smaller firms."

Some 1.2% of S&P 500 companies received less-than-majority support for their say-on-pay proposals in 2017, according to ISS Analytics. Large companies that received less-than-majority votes in 2017 were McKesson Corp., Oracle Corp., ConocoPhillips Co., SL Green Realty Corp., Western Digital Corp. and Mylan.