Four major pension funds, including CalPERS, want The Walt Disney Co. to let shareholders nominate up to two directors to the 11-member board of the Burbank, Calif., company. The pension plans — California Public Employees' Retirement System, Sacramento; New York State Common Retirement Fund, Albany; American Federation of State, County and Municipal Employees Pension Plan, Washington; and Illinois State Board of Investment, Chicago — filed the non-binding shareholder proposal with the SEC. The funds also asked that shareholders be allowed to nominate up to three candidates if the Disney board expands the number of directors to 20 or more, as allowed by the company's bylaws. The four funds own 18 million shares, or less than 1%, of Disney stock.
Brad Pacheco, spokesman at the $170 billion CalPERS, said the group introduced the resolution to preserve shareholder efforts to nominate candidates after the Disney board failed to respond to two potential candidates offered in confidence. The names were offered by another group of pension funds, led by CalPERS and the $117 billionNew York State Common fund.
If the proposal receives a majority of votes at Disney's 2005 annual meeting, its board would allow shareholders to nominate the two directors at the 2006 annual meeting, said William Atwood, executive director of the $10.1 billion Illinois board.
The proposal calls for a shareholder or group that has held more than 5% of Disney's shares for more than two years to nominate the specified candidates.
"As with all shareholder proposals we receive each year, we will review this proposal accordingly," said John W. Spelich, Disney vice president-corporate communications. He didn't elaborate.