CalSTRS to Vote Against Disney’s Combined Chair/CEO, Executive Pay

  CalSTRS to Vote Against Disney’s Combined Chair/CEO, Executive Pay

     Combined roles create conflicts and compensation plan works against
                           shareholders’ interest.

Business Wire

WEST SACRAMENTO, Calif. -- February 14, 2013

The California State Teachers’ Retirement System (CalSTRS) today announced its
vote at the March 6, 2013, Walt Disney Company annual shareholder meeting. A
detailed vote tally and analysis are available in the Corporate Governance
section of the CalSTRS website.

CalSTRS continues to be troubled by the company’s decision to recombine its
Board Chair and Chief Executive Officer positions and the executive pay
structures at Disney. CalSTRS attributes the poor governance structure and
compensation plans to an entrenched and insular board that lacks independence
from the CEO.

“Here we go again, sliding back into a governance structure that has already
proved detrimental to the company’s long-term growth and to its shareholders’
interests,” said CalSTRS Director of Corporate Governance Anne Sheehan. “We’ve
been through this fight before, in 2004-05, which resulted in the ouster of
then-CEO Michael Eisner and a shareholder revolt that led to the separation of
the Board Chair and CEO positions.”

As a long-term owner-investor, CalSTRS believes directors in the boardroom are
there to represent shareholders and to serve the shareholders’ interests, not
the CEO’s. CalSTRS owns 5,282,341 shares of Disney stock worth $263 million,
which represents 0.3 percent of the outstanding shares.

The California State Teachers’ Retirement System, with a portfolio valued at
$157.8 billion as of December 31, 2012, is the largest educator-only pension
fund in the world. CalSTRS administers a hybrid retirement system, consisting
of traditional defined benefit, cash balance and voluntary defined
contribution plans, as well as disability and survivor benefits. For 100
years, CalSTRS has served California's public school educators and their
families, who today number 856,000 from the state’s 1,600 school districts,
county offices of education and community college districts.


Ricardo Duran, 916-414-1440
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