Disney Sets Time and Place for Shareholders' Meeting in 2005 Proxy Statement

Published January 7/2005

By C. W. Oberleitner

During the month of February, the city of Minneapolis, Minnesota averages 8.2 inches of snow and has a daily average high temperature of 17.9 degrees Fahrenheit. On Thursday, January 6, the Walt Disney Company, which owns and operates resorts and convention facilities in Orlando, Florida and Anaheim, California, announced that it would hold its 2005 shareholders meeting on February 11, in Minneapolis.

BURBANK - In a proxy statement released January 6 by the Walt Disney Company, David K. Thompson, Senior Vice President, Deputy General Counsel – Corporate and Corporate Secretary, announced the date and place for this year's Disney Company shareholders meeting.

The 2005 annual meeting of shareholders of The Walt Disney Company will be held at the Minneapolis Convention Center in Minneapolis, Minnesota on Friday, February 11, 2005 beginning at 10:00 a.m. local time. At the meeting, the holders of the Company's outstanding common stock will act on the following matters:

Election of 12 Directors, each for a term of one year
Ratification of the appointment of the Company's registered public accountants for fiscal 2005
Approval of the 2005 Stock Incentive Plan
Consideration of two shareholder proposals, if presented at the meeting
Any other matters that properly come before the meeting

All holders of record of shares of Disney common stock (NYSE: DIS) at the close of business on December 17, 2004 are entitled to vote at the meeting and any postponements or adjournments of the meeting.

Thompson went on to say that shareholders planning to attend should take note that space limitations make it necessary to limit attendance to shareholders and one guest. Admission to the meeting will be on a first-come, first-served basis. Registration will begin at 8:00 a.m., and seating will begin at 9:00 a.m. Each shareholder may be asked to present valid picture identification, such as a driver's license or passport. Shareholders holding stock in brokerage accounts ("street name" holders) will need to bring a copy of a brokerage statement reflecting stock ownership as of the record date. Cameras (including cellular phones with photographic capabilities), recording devices, and other electronic devices will not be permitted at the meeting.

Four Million and Counting

Also contained in the proxy statement, following the announcement of the 2005 shareholders' meeting, under the heading

Certain Relationships and Related Transactions—What related party transactions involved Directors?

was an item describing some of the costs incurred, thus far, by the company for providing legal counsel for several past and present directors, in the case brought by shareholders in Delaware Chancery Court over former Disney President Mike Ovitz $140 million severance package.

The Disney Company, or its insurer, advanced fees and other expenses incurred, or "provided services at the Company's cost in an amount equal to" $4,198,489 in connection with the case on behalf of the directors involved.

A law firm representing directors George Mitchell, Thomas Murphy, Raymond Watson, Gary Wilson, and Father Leo J. O'Donovan received $3,952,481. Counsel for former directors Roy Disney and Stanley Gold was paid $10,373, and the law firm representing Michael Eisner was paid $9,657. The remainder was advanced for other related expenses.

The case against the Disney board is expected to resume in Delaware Chancery Court on January 11.

Additional Costs

Despite the fact that 2004 was the year that shareholders and former directors were calling for his head, the cost of providing security for Michael Eisner dropped by $102,450. In 2003 the Disney Company spent $28,483 for security systems and equipment and $808,965 for security advice and personal protection services for Eisner. In 2004 those figures were $18,663 and $716,335 respectively.

The cost of providing those same services for Disney Company President Bob Iger, however, increased in 2004. The cost of security systems and equipment for Iger in 2003 was $1,910 and the cost of security advice and personal protection services was $414,933. Those amounts rose to $2,470 and $471,646 respectively in 2004.

Other costs to the company, disclosed in the proxy statement, include a continued payment to Eisner of $10,000 a month toward the expense of maintaining an apartment in New York, for which he bears all expenses (which exceed the amount of the monthly allowance). It is not part of his total compensation package, which for 2004 was $8,250,000.

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Minneapolis, Minnesota host of the 2005 Walt Disney Company shareholders' meeting.