Disney’s Board Adopts a Bylaw Amendment Based on My Proposal

Editor’s Note: This post is from Lucian Bebchuk of Harvard Law School.

The Board of Directors of the Walt Disney Company has adopted a bylaw amendment based on a revision of a proposal that I submitted last fall and which won 57% of the votes cast at Disney’s last annual meeting.

Although my proposal fell short of the majority necessary to amend the bylaws, the majority vote in its favor reflected strong shareholder support, and Disney’s chair John Pepper announced at the annual meeting that the board would give the proposal “prompt and serious consideration.” This consideration has now led to the board’s adoption of the bylaw amendment.

The Disney proposal is similar to a proposal I submitted to CA last spring. After initially seeking to exclude the proposal from the ballot, CA enabled shareholders to vote on it following a decision by Vice Chancellor Lamb of the Delaware Chancery Court. An article about the litigation and the model bylaw I developed is available here.

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