Disney Amends Corporate-Governance Guidelines


The Walt Disney Co. announced a change to its corporate-governance guidelines Thursday.

Any director who receives a "withhold" vote representing a majority of the votes cast for his or her election will now be required to submit a letter of resignation to the board's governance and nominating committee, which, in turn, would recommend to the full board whether the resignation should be accepted, the company said.

Disney’s board of directors also amended the company's bylaws to add a provision that generally prohibits the repurchase of any shares at above-market prices from any holder of more than 2% of the company’s voting securities without shareholder approval.

The company said its corporate-governance guidelines and bylaws can be accessed online (corporate.disney.go.com/corporate/governance.html).

“Today's action is the latest in a series of steps we have taken to further strengthen Disney's corporate-governance practices,” chairman George J. Mitchell said in a prepared statement. “The board remains committed to monitoring evolving best practices and adopting new provisions, as appropriate, to serve the long-term interests of the company's shareholders.”