The Walt Disney CompanyUnder more normal circumstances, the Orpheum Theater in Phoenix would briefly replace Disneyland tomorrow as Disney‘s “happiest place on earth.” The company’s stock is trading around an all time high as shareholders prepare to convene there for their annual meeting. But attendees instead are girding for a fight over resolutions that could shape the way Disney’s run, especially after Bob Iger steps down in June 2016. Many shareholders support a movement sweeping corporate America to democratize governance policies, giving the people who ostensibly own a company more flexibility to check the power of CEOs and directors. Disney infuriated them in 2011 by agreeing to make Iger chairman as well as CEO, which critics say puts him in charge of the team that’s supposed to judge his performance. And the company further enraged shareholder rights advocates recently when it gave Iger a 20.3% raise with a package for fiscal 2012 worth $40M — even though 43% of Disney shareholders opposed management in the federally mandated say-on-pay advisory vote at last year’s annual meeting.

That set the stage for tomorrow: California teachers’ fund CalPERS, and proxy advisory firms Institutional Shareholder Services (ISS) and Glass Lewis, are among the groups asking shareholders to oppose Disney in the say-on-pay vote. They also support two shareholder resolutions that Disney opposes. One would enable some stock owners to nominate candidates for the board — an idea that’ll be raised at several companies this year. The second urges the board to amend the company’s governance guidelines to prevent a CEO after Iger from also serving as chairman, except under brief and unusual circumstances. (more…)