Roy Disney asks court to release Eisner pay detail
LOS ANGELES (Reuters) - Walt Disney Co. dissident shareholder Roy Disney Wednesday asked a Delaware judge to let him disclose board documents about the pay of Chief Executive Michael Eisner, the latest move by the former director in his campaign to oust Eisner.
Roy Disney and Stanley Gold filed a lawsuit earlier this year to as part of their bid to determine the extent of any involvement by Eisner's personal attorney, Irwin Russell, in compensation and bonus decisions for fiscal 2002 and 2003.
The company gave them some documents on the condition that they be kept confidential. Now Gold and Disney want to share some of the papers and are in court to get approval for that disclosure.
Disney, a former company director and nephew of founder Walt Disney, and Gold argue that the board did not exercise sufficient oversight in setting Eisner's pay, while the board has said it hired an outside compensation expert and has tied pay to performance.
David Robbins, an attorney for Roy Disney, said he expected Delaware vice-chancellor Stephen Lamb to make a decision in about a month.
Eisner's pay package rose 20 percent in in 2003 to $7.3 million. His salary was unchanged at $1 million, but his stock bonus rose to $6.25 million from $5 million in 2002.
The company, in a statement, said that Gold and Disney had voted for the company's confidentiality policy that they now opposed. The policy was approved in 2003, Disney said.
A spokesman for the two said there was now a larger need for transparency and interest in corporate governance than when the policy was instituted.
Both sides saw the case as a test of corporate governance.
"We obviously thought this was information shareholders should have, and we brought it to court," Robbins said. "It is the ability of shareholders to test claims with respect to transparency and good governance that the company has made."
The company responded in its statement: "At stake is preserving the confidentiality of private board deliberations to facilitate open internal discussions that are critical to the interests of all stockholders."