NEW YORK — At least two major institutional shareholders in Walt Disney Co. will vote against Disney chairman and CEO Michael Eisner’s rich contract at the company’s annual meeting tomorrow, ensuring a lively debate.

The College Retirement Equities Fund and the California Public Employees Retirement System are objecting to Eisner’s new 10-year employment deal, which is worth at least $300 million. The two also plan to withhold their support for the five Disney directors standing for re-election — including Disney vice chairman Roy Disney.

Former Disney president Michael Ovitz’s severance pay, worth at least $90 million, is not a subject for vote at the meeting.

‘Inappropriate’ contracts

CREF, which manages the stock pension plans for university employees across the country and owns 1% of Disney’s outstanding stock, also plans to vote against a proposed cash bonus plan for Disney execs. Ken West, director of CREF’s corporate assessment program, criticized the exec pay schemes as “inappropriate and excessive, in view of Disney Co.’s performance over the past five years.”

West also says CREF is “concerned about the level of independence of Disney’s board of directors, which made these compensation proposals to shareholders.” He notes that nine of Disney’s 16 directors are insiders — mainly execs like Eisner and exec VP Sandy Litvack.

Sacramento-based CalPERS, which manages the retirement plans of Golden State civil servants, said it plans to vote in favor of the cash bonus scheme.

Withholding advice

Institutional Shareholder Services, a consulting firm based in Bethesda, Md., is recommending that its clients withhold their votes for the Disney directors, but vote in favor of bonuses for Eisner and other execs.

“ISS gave the matter a great deal of thought and determined that this was the best method of sending a message to the company about its compensation practices, without unfairly punishing the company for its stellar performance,” ISS analyst Kelly Crean says.

The institutional votes are unlikely to threaten approval of the exec pay schemes, but they are a black eye for the Mouse House. Cowen & Co. analyst Harold Vogel said Friday that the votes would certainly send a message to Disney to be “more cautious and circumspect” in the future.

A Disney spokesman did not return calls seeking comment.

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