updated 3/1/2004 7:15:38 PM ET 2004-03-02T00:15:38

The Walt Disney Co. issued an urgent letter Monday to shareholders asking them to support the company’s current leadership in the face of an escalating attack from ex-board members Roy E. Disney and Stanley Gold.

Roy Disney and Gold have waged a three-month campaign against chairman and chief executive Michael Eisner and resigned from the board of the Burbank-based entertainment giant in November.

The letter came after another plea from Roy Disney and Gold asking shareholders to use their vote to show dissatisfaction with Eisner.

“Your vote for each of the Director nominees is important to keep the momentum of The Walt Disney Company going,” the company’s letter read. By voting for the current board, shareholders are “realizing the full potential of our creative strength and enhancing thereby shareholder value,” it said.

Disney, the nephew of company co-founder Walt Disney and his business partner Gold, hope at Wednesday’s shareholders meeting to persuade at least 20 percent of them to withhold their approval for Eisner and three other board members.

The company is preparing for a dissenting vote as high as 30 percent.

In a letter on their Web site Monday, Disney and Gold wrote: “We urge you to vote today and send an unmistakable message to that it is time for a change in the senior management and board of The Walt Disney Co. Tell the board you believe it is time to replace Michael Eisner.”

Roy Disney and Gold were traveling to Philadelphia on Monday and could not be immediately reached for comment.

Eisner’s re-election to the 11-member board is not in doubt because he is running unopposed, but shareholders’ votes could send a signal to the board of Eisner’s weakening position.

Most shareholders have until 11:59 p.m. PST Tuesday to submit their vote. For current and former Disney employees, the deadline is 8:59 a.m. Tuesday.

The board, which will convene immediately following the shareholders meeting, must decipher the message behind the votes.

It could ask the 61-year-old Eisner to step down. More likely, the board will separate the positions of chairman and chief executive — something it has been unwilling to do in the past despite calls from influential proxy advisory firms and pension funds.

Eisner, who has spent the past 20 years with Disney, has lost favor with some influential institutional investors in recent weeks, including several large public pension funds.

The dissension started with a three-month campaign by Roy Disney and Gold and snowballed after an unsolicited takeover bid by cable giant Comcast Corp. and the collapse of talks with Pixar Animation Studios to extend their lucrative Disney partnership.

This past week, the California Public Employee Retirement System, the nation’s largest public pension fund, said it would withhold its support from Eisner and some board members. A handful of other large funds, including those from New York state, North Carolina, New Jersey and Connecticut, have also said they will not support Eisner’s re-election.

On Monday four public employee pension funds in Ohio also said they would withhold their votes for Eisner, as did the board that governs Florida’s state government pension fund.

© 2012 The Associated Press. All rights reserved. This material may not be published, broadcast, rewritten or redistributed.


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