T. Rowe Price said its decision was a "message that if companies don't
perform, we do have a vote."
Click Read More for the rest of Roy Disney and Stanley Gold's letter to the shareholders.
Also included is the W. Disney Co. Board of Directors letter. Enjoy them both.
Roy E. Disney
Stanley P. Gold
4444 Lakeside Drive
Burbank, CA 91505
PLEASE EXERCISE YOUR RIGHT TO VOTE
March 1, 2004
Dear Fellow Walt Disney Company Shareholder:
There are only two days remaining until The Walt Disney Company annual meeting
of shareholders on March 3, 2004. Although time is short, you still have time
to cast your vote, if you have not already done so, or to change your vote.
To assure that your vote is received in time, we urge you to vote promptly
by phone or internet. The deadline for most shareholders to submit their vote
by either of these methods is 11:59 PM EST on Tuesday, March 2nd. However, if
you are a Disney employee (or former employee) and your Disney shares are held
in the company's 401(k) plan, the deadline for internet or telephone voting
is 11:59 AM EST tomorrow, March 2, 2004. Simply follow the voting instructions
you received with your proxy form. Proxies sent by mail or by hand must also
be received by 11:59 AM EST Tuesday for 401(k) participants, and prior to the
start of the 10:00 AM EST meeting on Wednesday for all other shareholders.
We are extremely gratified by the strong and growing support among shareholders
to withhold their vote on the re-election of Michael Eisner, John Bryson, Judith
Estrin and George Mitchell. We urge you to vote today and send an unmistakable
message that it is time for a change in the senior management and Board of The
Walt Disney Company. Tell the Board you believe it is time to replace Michael
Eisner -- eight years of substandard performance is long enough.
We believe that the record of The Walt Disney Company over the last eight years
speaks for itself. Shareholders are entitled to better management. Michael Eisner
has failed to deliver for all Disney shareholders over this long period. We
believe the FACTS are clear:
* Poor Capital Allocation: Little or no additional returns on billions of
dollars this management invested. Despite reinvesting more than $15 billion
in Company operations since 1996, Disney's operating income in fiscal year 2003
was only $3.2 billion versus operating income of $3.5 billion in 1996. Furthermore
even if you assume Disney management achieves its forecasts for fiscal year
2004, earnings will only approximate those achieved six years ago.
* Loss of Strategic Focus, Creativity and Talent: New management is needed to
restore the magic and rekindle the creative flame -- Disney can't afford the
continued loss of talented individuals like Messrs. Bollenbach, Burke, Katzenberg,
Laybourne, Pressler, Roth and Schneider.
* Damaged Relationships: In January, Steve Jobs announced that Pixar Animation
Studios was ending its working relationship with Disney. For 12 years Pixar
was a vital component of Disney's motion picture success -- over the last five
years, Pixar was the largest contributor to operating income in the motion picture
division. The Pixar relationship produced revenues of more than $3 billion with
a string of mega hits like Toy Story, Toy Story II, Monsters, Inc. and most
recently, Finding Nemo.
* Serious Corporate Governance Deficiencies, including Excessive Executive Compensation:
The Walt Disney Company was ranked by The Corporate Library as one of the 10
worst Boards among 1700 companies. For the past three years, the top five Disney
executives have received approximately $70 million in total compensation, despite
a decrease in Disney's net operating income from $2.0 billion to $1.3 billion
and a 50% decline in its stock price.
WE NEED YOUR HELP TO RESTORE THE MAGIC!
THE DECISION IS YOURS - VOTE "NO" TODAY!
You don't have to just take our word for it. Look again at what others who
have decided to VOTE NO on Eisner have said:
* Institutional Shareholder Services, the largest independent proxy advisor
with over 700 institutional clients, announced that "this vote is a referendum
on substantive change on the Disney Board," that the Board's prior efforts
of "reconstituting the Board was aimed more at quieting healthy boardroom
dissent rather than creating it" and that "Board ties to Disney management
are omnipresent." ISS concluded "at the end of the day, all roads
lead back to Eisner."
* Glass Lewis, another leading independent proxy advisor, stated, "The
Disney board has been notoriously insular, famously gullible and blindly loyal
to Mr. Eisner." Glass Lewis also noted that "while the corporate world
is watching carefully the fate of the Disney directors, investors should be
heard to say in unison: we will hold directors' feet to the fire for present
and past transgressions."
* CalPERS explained, "We have lost complete confidence in Mr. Eisner's
strategic vision and leadership in creating shareholder value in the company."
* The New Jersey State Investment Council said, "Eisner has created no
value for shareholders for the past seven years."
* CalSTRS noted, "Eisner's strategic vision as illustrated by his past
actions doesn't encourage us that he's taking The Walt Disney Company in the
* The New York State Common Retirement Fund announced that what Disney must
do is "replace Mr. Eisner as soon as possible."
* The Treasurer of North Carolina stated, "The failure of the company to
generate long-term value for shareholders, combined with their past inattention
to good corporate governance practices has forced us to take this step."
* The Massachusetts Pension Reserves Investment Management Board expressed concerns
about Disney "mismanagement."
* The Connecticut Pension Fund noted that "management should report to
the board, not the other way around."
* The Ohio State Teachers' Retirement Fund explained that its vote was one of
"'no confidence' against management and board."
* The Virginia Retirement System announced it would follow the recommendations
* T. Rowe Price said its decision was a "message that if companies don't
perform, we do have a vote."
Our message is resounding from Coast to Coast, from North to South and in the
Heartland -- Michael Eisner must go NOW.
We ask you to VOTE NO on Michael Eisner, as well as John Bryson, Judith Estrin
and George Mitchell.
For assistance in voting, please call our proxy advisors, Mackenzie Partners,
Inc. Toll-Free at (800) 322-2885 or at (212) 929-5500 collect or send an email
to email@example.com. We will be pleased to answer your questions.
You may also visit www.savedisney.com for easy to follow voting instructions.
Send a message that you want change. Your VOTE, no matter how many Disney shares
you may own, matters greatly.
We appreciate your vote and all your support in bringing back the magic to
The Walt Disney Company.
Roy E. Disney Stanley P. Gold
Special Note: If your shares are held in a brokerage account and you fail to
vote your shares, your shares will automatically be voted FOR all management
nominees. If you have not already voted, please take a brief moment to vote
today by internet or telephone to withhold (Vote No) on Eisner and on Bryson,
Estrin and Mitchell!
February 27, 2004
Fellow Disney Shareholders,
The Walt Disney Company is dedicated to building long-term shareholder
value by continuing to produce and distribute high quality family
entertainment. Fortune Magazine this week recognized this by naming
The Walt Disney Company as America's Most Admired Entertainment
Company, based on a survey of top entertainment industry executives,
directors and securities analysts. Being the best is an exceptional
statement about our business, our organization and how we operate.
This year, your company expects to grow its earnings from continuing
operations in excess of 30%. In fact, as a consequence of the strategy
management is implementing across all segments of the company, the
company expects to deliver double-digit compound growth in earnings
through at least 2007. You should also be extremely pleased, as are
we, about your company's strong future potential, its momentum and the
significant value of its brands and assets.
This strong performance reflects the business, financial and creative
direction of Disney under the leadership of Michael Eisner and his
management team. Your Board believes the company's current structure
and strategy will maximize shareholder value. Enclosed please find a
guest column recently published in "Variety" that also illustrates
a personal level your management team's commitment to creative
excellence and to maintaining Disney's position as the leading creator
and distributor of high quality family entertainment.
To continue to generate value for you, the company has to remain
focused on two primary goals -- performance and the continued
development of creative family entertainment. And that's what we're
doing. The commitment to creative excellence has never wavered, and
over the long term is producing results.
Your vote FOR each of the Director nominees is important to keep the
momentum of The Walt Disney Company going. To cast your vote, please
use the telephone or Internet voting procedures described in the
enclosed proxy form.
By doing so, you are making an important statement that, as
shareholders, you do not want The Walt Disney Company distracted from
concentrating all its talents and resources on continuing the
company's momentum, and continuing its rich tradition of creative
excellence -- in short, realizing the full potential of our creative
strength and enhancing thereby shareholder value.
Thank you for your continued support and confidence.
Your Board of Directors
For additional information, please contact The Walt Disney Company's proxy
information help line, at 866-775-2703 or 877-750-9497.