The California State Teachers’ Retirement System owns about 5.3 million shares of Disney stock worth $263M, which only represents 0.3% of the company’s shares. But the group reports ahead of Disney’s March 6 shareholders meeting in Arizona that it is voting against Chairman and CEO Bob Iger among others. It fears that the directors’ decision to give Iger both of the top jobs means that they constitute “an entrenched and insular board that lacks independence from the CEO”. They say that structure could harm shareholders’ interests. “We’ve been through this fight before, in 2004-05, which resulted in the ouster of then-CEO Michael Eisner and a shareholder revolt that led to the separation of the Board Chair and CEO positions”, CalSTRS Director of Corporate Governance Anne Sheehan said. Iger assumed the role of chairman in addition to his CEO and president titles in March, when chairman John Popper retired from the board. That was part of the plan back in October 2011 when Iger’s contract was extended through June 2016.

The pension fund also will vote against proposed stock and executive compensation plans. In 2012, Iger made $40.2M in compensation, a 20.3% raise over 2011. The second-highest-paid exec, CFO Jay Rasulo, made $12.2M, a raise of 10.2%. Disney notes in its proxy that shareholders saw a total return of 76.3% in the 2012 fiscal year while the benchmark Standard & Poor’s 500 appreciated 30.2%. It also says that requiring the company to have a separate chairman and CEO ”would only add unneeded and undesirable confusion to Board decision-making.”