Eisner’s targeted

Duo urges Mouse board to unseat chair

Stymied by rules barring an 11th-hour proxy fight of their own, recently resigned Disney directors Roy Disney and Stanley Gold are urging Mouse shareholders to reject head Mouseketeer Michael Eisner’s retention as board chairman at conglom’s annual meeting.

Coincidentally, move comes at the same time as an Oscar nom for the Roy Disney-nurtured tooner short “Destino,” a decades-old project tracing to a Mouse collaboration with surrealist painter Salvador Dali. Roy Disney was a persistent advocate of the film and as producer would be one of those accepting an Oscar should “Destino” prevail over four other nominates in the best animated short film category.

“We’re thrilled to death,” said Disney, the nephew of studio founder Walt Disney. “One of my constant themes is that we are in the art business. And art comes before business — I think that’s what this has to say.”

In their letter to shareholders, Disney and Gold urged shareholders to oust Eisner and three other directors who they suggest allowed artistic as well as business standards to slide at the Burbank conglom.

“Join us in voting no on the re-election of Michael Eisner, George Mitchell, Judith Estrin and John Bryson,” the letter states. “By just saying no you will send a message the board of directors cannot ignore.”

Much of the rest of the letter repeats recent claims by Disney and Gold that an Eisner-controlled board has failed to properly manage the conglom and led to stagnating profits and creative output. Conglom and its board have rejected the claims.

“We are confident shareholders will be able to differentiate fact from fiction,” conglom spokeswoman Zenia Mucha said.

Disney shareholders are set to meet in Philadelphia on March 3, when votes will be counted on board appointments and a variety of proxy issues. Disney and Gold recently acknowledged they had missed the filing deadline to mount a formal proxy fight against Eisner.

Separately Tuesday, a newly circulated Disney proxy statement disclosed that Eisner’s pay package totaled $7.3 million in the latest fiscal year, including deferred compensation. That repped a 20% increase from topper’s pay package in the previous 12 months.

In their letter to shareholders, Disney and Gold criticize “excessive total compensation packages for the company’s top five executives,” citing pay packages from fiscal 2002 as particularly objectionable due to conglom’s stock slump at the time.

Mouse stock has been on the rebound more recently, though shares fell 24 cents to $24.16 amid a downbeat broader market Tuesday.

Also in the Disney proxy statement, conglom disclosed discussions over a proposed settlement of a Securities and Exchange Commission investigation into certain corporate governance practices. At issue are how conglom has handled relationships between the company, directors and their family members.

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