Shoo Gadfly Pie and CEO Pandowdy

Published February 8, 2005

By C. W. Oberleitner

This Friday, February 11, The Walt Disney Company will hold its 2005 annual shareholders meeting at the Minneapolis Convention Center in Minneapolis, Minnesota. It is expected to be a far less raucous gathering than last year's meeting, held in Philadelphia. That is, with one possible exception.

Coming as it does just days after the Super Bowl, in the middle of awards season, and on the heels of last week's strong earnings announcements, this week's Walt Disney Company annual shareholders' meeting is at risk of dropping off the radar…at least as far as media coverage is concerned.

Unlike last year's meeting, which saw journalists from New York, Washington, and around the globe descend like flocks of crows on Philadelphia to cover the struggle by Walt's nephew and former director Roy E. Disney to unseat Michael Eisner from the Disney board, this year's gathering of Disney stockholders is barely attracting anyone's attention.

There have been a few jokes at the company's expense about the location and timing of this year's meeting:

Why is this year's Disney shareholders' meeting being held in February in Minnesota?

Because there are no convention facilities inside the Artic Circle.

However, most observers expect this year's meeting to be a fairly low-key, tightly managed affair with Mickey firmly in control of the day's events. In control, that is, of everything but the one thing most dreaded by virtually every CEO of a Fortune 500 company…questions from the floor and the appearance of the corporate gadfly.

Queen of the Flies

[Gadfly: a person who stimulates or annoys esp. by persistent criticism. —Webster's Dictionary]

During last year's six-hour marathon Disney shareholders' meeting, one person held the distinction of being both the high and low points of the day's events. The self-proclaimed "Queen of the Corporate Jungle," Evelyn Y. Davis, garnered applause, generated laughter, howls of indignation, and calls for her immediate ejection from the proceedings, all while addressing Disney CEO Michael Eisner, in her thick Dutch/German accent, like a nun in a school yard dressing down a petulant schoolboy.

People Magazine called Davis "America's Most Dreaded Corporate Gadfly," and U.S. News & World Report said she's "the woman they (chief executive officers) love to avoid." Depending on your point of view, she is either a lunatic with an insatiable need for attention that borders on the psychotic or one of the nation's leading crusaders for shareholder rights.

Davis calls CEOs by their first names. In various published interviews, she's said, "I don't deal with flunkies, only presidents and CEOs. They don't have to agree with what I say. But over the years, they've come to understand me. Nobody can take me for granted."

Over the course of her more than 40-year career, Davis has taken some of the nation's most prominent chief executives to task for everything from exorbitant compensation packages to the size of their waistlines. During the 2002 annual meeting of J. P. Morgan Chase, she told the CEO "that without me the bank would be broke."

Davis is fearless in both manner and appearance. To make her point, she has been known to show up at annual meetings in everything from hospital scrubs to hot pants, and even a bathing suit, although she is perhaps best known for her very tasteful Chanel suits.

"Her most lethal weapon is the fact that she does not care what anyone else thinks of her, so she's prepared to be rude, to interrupt, to be domineering and to do essentially whatever it takes to command attention," former Eli Lilly CEO Randall Tobias said in a CNBC interview.

A survivor of the Holocaust, Davis was born in Amsterdam. Amazingly, she and her brother and mother survived being sent to a concentration camp in 1942. At the time of her internment, her father was on a business trip to the United States. The family was reunited in this country after the war.

Davis' father eventually went on to become a faculty member at the Johns Hopkins School of Medicine. Davis began her investment career with securities she inherited from him. She now has holdings in over 90 companies and, liking it to "Opera Season," has been known to attend as many as 40 shareholders' meetings a year.

Don't let the crazy-lady image fool you. In addition to her appearances at various annual meetings, Davis publishes Highlights and Lowlights, a newsletter for CEOs from her Washington headquarters. She heads the Evelyn Y. Davis Foundation, a philanthropic venture through which she has made generous donations to a variety of hospitals, colleges, and scholarship funds. And, she has been acknowledged by many for being instrumental in helping to bring about a series of corporate governance reforms.

Waiting in the Wings

The Disney Company has been notified that Davis intends to present a proposal for consideration at the annual meeting. Davis, who will be 75 this year, does not publish her schedule, so it is not known for certain if she will attend, although several analysts noted that they can't imagine anyone but God keeping her from making her presentation.

Regardless of how grating some of her questions can be, shareholders and journalists alike seem to be anticipating her appearance at the Disney meeting.

"Without Evelyn," said one journalist preparing to make the trek to Minneapolis, "this could turn out to be an awfully dull event."

"So few of us ever get access to these guys (chief executives)," he went on to say, "that as Eisner looks down on her from the stage, I really look forward to hearing her voice cackle across the meeting room calling out 'Now Michael, vot about dis problem vit dis…' Disney crisis or that…"

Minnesota Fly Time

The 2005 annual meeting of shareholders of The Walt Disney Company will take place this coming Friday, February 11, at the Minneapolis Convention Center in downtown Minneapolis, Minnesota.

Registration for the meeting will begin at 8 AM local time and seating will commence at 9 AM.

The meeting will begin "promptly" at 10 AM local time and is expected to last approximately two hours.

The Walt Disney Company's annual meeting of shareholders will be available via a live audio webcast on Friday, February 11, 2005 at 11:00 AM EST, 8:00 PM PST.

To access the webcast, click here on February 11, at 10:55 a.m. EST, 7:55 AM PST.

The webcast will be streamed via "Real Player" and "Windows Media Player;" you will need to download the appropriate "plug-in" to access the webcast.

If you cannot listen to the live webcast, a re-play will be available at the Disney Investor Relations website until 4:00 PM PST on February 18, 2005.

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Self proclaimed "Queen of the Corporate Jungle" Evelyn Y. Davis takes delivery of a new Jaguar from Ford Motor Company CEO, Bill Ford, in 2003.