Disney CEO Bob Iger’s compensation package for 2016, at $43.9 million, was down 2.3% vs 2015, according to the company proxy just filed at the SEC. But it was basically flat when you consider that the earlier period covered 53 weeks, one more than the fiscal 2016 period.

Iger’s take included $2.5 million in salary, $8.8 million in stock awards, $8.5 million in option awards, $20.0 million in non-equity incentives, $2.9 million in the changed value of his pension, and $1.2 million in other compensation.

The other category includes $15,000 in matched charitable contributions plus $282,831 for personal air travel, and $869,476 for security.

Although Disney’s stock price fell about 7.4% over the fiscal year, the board says that Iger deserves extraordinary compensation, giving him credit for the company’s “spectacular financial performance” over his tenure. But his bonus declined $2.3 million vs 2015 because Company growth for fiscal 2016 was not quite as strong as the Company’s growth in fiscal 2015.”

According to a table in the proxy Tom Staggs, who left as COO in May — but remained an adviser to the CEO — was the second highest paid exec in 2016 with $21.8 million, up 8.8%. The total included a $7 million performance based bonus that the board, at Iger’s urging, approved “in light of the role Mr. Staggs had played” at Disney.

However a footnote adds that his $4.1 million stock awards won’t vest, nor will half of his $4.1 million of option awards. That leaves him with a grand total of $15.6 million.

Shareholders will offer at least two resolutions that the company opposes at the annual meeting, to be held March 8 in Denver.

One calls for the entertainment to prepare an annual report describing its direct and indirect lobbying activities. Supporters say in the proxy that this would reveal whether company assets are being used for objectives contrary to Disney’s long-term interests. For example, Disney signed the American Business Act on Climate Pledge, yet the Chamber [of Commerce, to which Disney belongs] has sued to block the EPA Clean Power Plan to address climate change.”

The board opposes the proposal, saying that it would “put the Company at a disadvantage …by compelling disclosure of information about the Company’s priorities and methods to the advantage of our adversaries on policy issues and without providing meaningful new information to our shareholders.”

Another proposal would make it easier for shareholders to nominate directors for the Disney board, and have their names included in the company proxy.

The board opposes, saying that its Governance and Nominating Committee seek “a mix of experience and personal backgrounds relevant to the Company’s business.” The change might enable to shareholder to use the process to lay the groundwork for effecting a change of control that is not in the interest of all shareholders or to pursue other special interests that are not broadly supported by all shareholders.

Disney’s Compensation Committee is chaired by Carlyle Group’s Susan Arnold and includes WE Family Offices CEO Maria Elena Lagomasino, Potbelly Sandwich Works CEO Aylwin Lewis, and former Starbucks CEO Orin Smith.