2004 will likely be remembered as the Year of Proxy Access and the Withhold Vote. While a large number of companies agreed to declassify their boards and remove poison pills, it was the SEC’s proposal enabling certain shareholders to nominate directors that had the most profound impact on the 2004 proxy season.
And though the SEC’s proposal was never codified, it emboldened institutional shareholders to withhold votes for several executives long considered untouchables, including former Walt Disney Co. Chairman and CEO Michael Eisner, and former Safeway CEO and Chairman Steven Burd. In March, U.S. Senator George Mitchell replaced Eisner as Disney chairman, thanks in large part to a 45 percent withhold vote.
