Disney sounds spitting mad about a new report from Institutional Shareholder Services that urges stockholders to vote against some of the company’s board candidates — and, in an advisory vote, to oppose the compensation agreement for CEO Bob Iger. ISS “has substituted its opinion for the studied analysis and judgment reached by the Board” based on a view of the company that’s “both deeply flawed and out of touch with shareholder interests,” Disney said today in an SEC filing. Yesterday’s ISS report charged that Disney’s agreement to make Iger the company’s chairman as well as CEO gives him too much power and is “an about-face” from the corporate governance reforms it made in 2004. At the time, Disney was fighting the widely held view that it had a weak board that merely rubber-stamped decisions from then-CEO Michael Eisner. ISS adds that Iger’s compensation “has risen sharply over the past five years despite lackluster shareholder returns.” When he becomes chairman, as well as CEO, Iger’s pay package will rise to $30M from $26M. That makes the chairman position “little more than a bargaining chip” for independent directors when they look for a successor to Iger when he steps down in 2016. ISS urged investors to vote against the members of the Governance and Nominating Committee who approved the change: Judith Estrin, Aylwin Lewis, Robert Matschullat, and Sheryl Sandberg. It also called for a “no” vote when shareholders are asked to give their opinion about the compensation arrangement.

In response, Disney says that the board decided that “succession planning would be best served” by having Iger as chairman, and would help “enable a healthy mentoring process” for his replacement. The company never said that it would keep the two jobs separate: The decisions “are necessarily situational and need to be based on an assessment of the structure that would best serve the interests of shareholders.” The company adds that 90% of the board is independent, and has an independent lead director. As for the say-on-pay vote, Disney says that Iger’s “among the most successful and well-regarded chief executive officers in the media industry” and has “delivered exceptional total shareholder return.” Disney says that a $100 investment made in October 2005 when Iger became CEO was worth $171 at the end of 2011. His pay is “entirely in line with the compensation paid chief executive officers of the five other media peers” — News Corp., Time Warner, Comcast, CBS, and Viacom.

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