PHILADELPHIA -- A day after a stunning fireworks display here, Disney ( DIS) shareholders can see the light at the end of a dark, lavishly compensated tunnel. Michael Eisner, the embattled longtime CEO whose many perks and imperial style finally stirred up a storm of opposition, finds himself firmly on the defensive after Wednesday's annual shareholder meeting. Investors rebuked his leadership, big institutions called for his departure and hostile bidder Comcast ( CMCSA) renewed its call for a change at the top in Burbank, Calif. Eisner reacted late Wednesday by surrendering a bit of the iron-fisted control he'd held for 20 years, saying he'd give way to George Mitchell as nonexecutive chairman. The move allows Disney to cast itself as responsive to shareholder concerns and to note its devotion to improving its corporate governance. But it's far from clear that Eisner's decision will quiet the company's many critics. Most glaringly, several investors said Wednesday that the Disney management team and its board had lost touch with reality. They said that the company can't move forward without finding a new, more responsive chief. "It was just clear these guys don't get it," said an investor who owns shares of both Comcast and Disney, and withheld his votes for all Disney's directors Wednesday. The investor, who has spoken with Eisner in recent weeks, added, "Eisner does not think that Disney has had performance problems or issues." Those comments, and the results of Wednesday's voting, suggest that dissidents Stanley Gold and Roy Disney have struck a nerve with their criticism of the company, which has focused on Eisner's deficiencies at the helm. Indeed, Gold pointed out Wednesday that excluding votes exercised by brokers -- cases in which the beneficial owners surrendered their right to vote -- Eisner got just 47% of votes cast. Disney continues to stubbornly defend its direction and Eisner's vision. In its statement late Wednesday, the company said that in Wednesday's no-confidence vote, "There was substantial focus on the question of whether the Chair and CEO functions at the Company should be split. ... Taking all of these factors into account, we believe the action we have taken today is in the best long-term interest of the shareholders of the company. " But like it or not, after years of treading water in the market, Disney shareholders are ready to ride a new wave.
"I think it's pretty staggering what's happened in the past two weeks," said a buy-side analyst who spoke on the condition of anonymity. Wednesday's shareholder rebuke to Eisner is a "win-win for shareholders," the analyst added, saying that it sends a message to the board about the way the company has been run. The vote also sends a message to Comcast to get its bid higher, said the analyst, who is long Disney and short Comcast. The analyst thinks Comcast will come back with a higher price, even though the cable giant seemed to signal late Wednesday that it wasn't willing to raise its bid for now. "Disney shareholders will have to choose," he adds. Also having to choose will be Disney's independent directors, who have endured much scrutiny in recent years following charges that Eisner had packed his board with rubber-stamp-minded cronies. Thus Comcast's call for a meeting with the Disney board's independent members, and Gold's repeated comments putting the board in the hot seat. Noting the massive groundswell of support for a change at the top of the company, Gold said Wednesday of Disney's directors, "We would hope that they hear the message." Echoing comments from Calpers, he called for Disney to split its chairman and CEO jobs and wouldn't want Eisner to keep either post. Gold also said he wouldn't want Mitchell to take the chairman job in the event Eisner gave that post up. "The country has said we want real governance in our companies," Gold said. But Mitchell "certainly shouldn't be an independent chairman." Having made a historic decision to strip Eisner of his chairmanship, there are signs Disney now seeks to put the whole ugly mess aside. At a news conference late Wednesday, financial chief Tom Staggs said he believes Disney can achieve Comcast's postmerger financial targets "on a stand-alone basis." Last month Comcast said it hoped to achieve cash-flow benefits of $1 billion over three years after the merger. But Disney critics don't seem likely to be bought off by this piecemeal move. If the Disney board stands pat, "I'll be disappointed but I wouldn't be shocked," Gold said Wednesday. Neither would the investor who has spoken with Eisner. "I think shareholders have sent a clear message to Eisner and to the board," he said, adding that the vote "should be a really strong signal to the Disney board that things have to change." "But the board is part of the problem as well," the investor added, "because they don't seem to realize there is a problem."
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