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No rival slate at Disney

Mouse House pair backs down on threat

In a letter sent to the Disney board Friday, dissident shareholder leaders Roy Disney and Stanley Gold confirmed they won’t run an alternate slate of directors at Disney’s annual meeting next year.

Pair, who led a 45% vote of no confidence in Eisner that led to his resignation as chairman after last year’s meeting, threatened to run an alternate slate after Eisner announced he will retire by the time his contract ends in 2006. Disney and Gold were concerned Eisner would be replaced by deputy Robert Iger.

Disney and Gold softened their criticism somewhat in late September, when the Mouse House board announced it would engage an outside search firm to conduct a global search for a new topper; the pair praised the move.

In their letter to the board Friday, Disney and Gold said their decision was based on promises by the board that there would be a “thorough and bona fide search to select a new CEO” by June and that Eisner would step down once a new topper has been appointed.

Timing of Eisner’s departure remains an open question, however. Letter indicates Gold and Disney are confident he’ll leave soon after a new CEO is named, meaning not long after June of next year. But neither the board nor Eisner has stated whether and how long he may depart before his contract expires in September 2006.

Disney and Gold also criticized the board for several decisions, including the rejection of several independent board members recommended by public pension funds who have joined the pair in criticizing Disney management. On Wednesday the board named former Estee Lauder CEO Fred H. Langhammer, who was not suggested by the funds, as a new independent board member.

In addition, they expressed disappointment that the board recently decided to exclude two stockholder proposals from its proxy statement: one that would require that the positions of chairman and CEO remain separate and another permitting shareholders to nominate up to two independent directors on the proxy.

“We are taking the board at its word,” the pair concluded with a bit of a warning. “We are hopeful that Disney shareholders will not be disappointed.”

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