Thursday, March 04, 2004

Ah, Corporate Democracy.

Great fun watching the shareholder vote on the election of directors for Disney yesterday. On the one hand, it didn't mean anything, because the election wasn't a yes/no vote on any candidate, and so long as a candidate received even one vote, he'd be elected. But because voting for corporate directors is usually like that and usually the chosen slate is unopposed (as was the case with the Disney election), any substantial withholding of support from a candidate is a strong symbolic statement. Even the withholding of 5% can be embarrassing to the director and the company, and the expectation was that 20% - or even as many as 30% - of the shares voted would withhold their support from Michael Eisner, and if that threshold was reached, the board would likely strip him of one of his two titles (CEO and chairman of the board).

Well, surprise. The preliminary count indicates that 43% of the votes were withheld from him. And sure enough, the Disney board took the board chairmanship away from him.

And I took part, too: I voted my shares to withhold support from Eisner and his followers. I normally don't vote in stockholder elections, on the theory that I have too few votes to matter or to make a difference even in a quorum count, and if I did vote, it usually is in support of management. (If you're going to vote against management, why do you own stock in the company?) But I voted this time, and for a couple of reasons: (1) Roy Disney's opposition to Eisner made sense, and I thought they deserved my support, but more importantly, (2) Eisner "fired" the ESPN columnist Tuesday Morning Quarterback without explanation (or, in my opinion, justification), and my emails to ESPN and Disney - clearly marked as coming from a stockholder - asking for an explanation went unanswered. Not even a "Thanks for your comments" reply. Not appropriate behavior for a company that lives on customer satisfaction.

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