DIS found that “ISS has again substituted its opinion for the studied analysis and judgment of the Board as to the compensation that was appropriate to secure Mr. Iger’s services for the Company through mid-2016.” DIS attacks the peer group selected by ISS as well as the return on DIS stock during the tenure of its CEO compared to that of the S&P 500 index and four media company peers. DIS indicates that its CEO’s pay was completely in line with the compensation paid to the CEOs of its five media peers. DIS also emphasized that no up-front grants were given to the CEO to extend his tenure as CEO and that 90% of the potential value of his compensation package is in the form of performance-based bonus, performance-based RSUs and options.
DEFA14A 1 d310012ddefa14a.htm DEFINITIVE ADDITIONAL MATERIALS
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