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Roy E. Disney and Stanley Gold today said they are extremely pleased that Institutional Shareholder Services has recommended that Walt Disney Company shareholders withhold their vote (Vote No) for Michael Eisner's reelection to the Company's Board of Directors.
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"ISS' recommendation is an important independent validation of our campaign's primary theme that real change is needed in the Walt Disney Company boardroom," Messrs. Disney and Gold said. "With respect to recent changes in corporate governance practices at Disney, it is noteworthy that ISS said in its report that the withhold vote recommendation on Mr. Eisner is meant as a signal to try a little harder, not just on paper.' We agree with ISS' view that 'shareholders will be best served by cracking open the door to the boardroom.'"
Messrs. Disney and Gold continued, "We believe it is also important that shareholders take note that ISS points out in its report that:
* 'Based on a peer group of media, hotel, restaurant and leisure companies, the ratio of Net Operating Profits After Taxes to Invested Capital was below the lowest quartile for all the last five years.'
"This measure of financial performance spotlights the long-term deterioration of the Disney business under Mr. Eisner's leadership. We continue to believe there is a great deal of intrinsic value in the Company that is not being realized," they said.
The ISS report also states:
* "At the end of the day, all roads lead back to Eisner," the ISS report continues. "For 20 years Disney's revolving door for board members and management has had one constant - Mr. Eisner. The boardroom battles and management departures, which pre-date the Disney/Gold campaign, are disappointing, expensive, distracting, and not in the best interest of shareholders. If there were ever a case for separating the roles of Chairman and CEO, this company is the poster child."
"We couldn't agree more," Messrs. Disney and Gold stated. "We urge shareholders to take heed of the ISS recommendation on Mr. Eisner by withholding their vote on his reelection to the Disney Board. We further urge that although not recommended in the ISS report shareholders also withhold their votes on the reelection of John Bryson, George Mitchell and Judith Estrin as Directors of the Walt Disney Company."