Walt Disney Co defended its executive structure and pay on Thursday after a shareholder governance group criticized Chief Executive Bob Iger's compensation and his added role as chairman.
Disney, in filings with securities regulators, said a report by Institutional Shareholder Services was "deeply flawed and out of touch with shareholder interests."
The entertainment and theme-park company said in October that Iger would remain CEO through March 2015 and take on the additional role of chairman at the company's annual meeting this month.
ISS, in its report, said Disney had "reversed an earlier commitment to independent board leadership without transparency or shareholder input." The group said the company's move was "an about-face" from reforms adopted after some shareholders objected in 2004 to former CEO Michael Eisner also holding the chairman's job.
Disney said it made no such commitment. "The board specifically limited its commitment to a post-decision explanation", Disney said on Thursday, adding it had also promised to name a lead independent director.
The company said the idea of extending Iger's term and having him serve as chairman was "initiated by the board and not by Mr. Iger." The board acted to "secure Mr. Iger's leadership through his expected retirement in 2016 to provide for an effective, seamless succession," the company said.
On pay, ISS urged shareholders to oppose Iger's compensation in a non-binding vote.
ISS said Iger's pay "has risen sharply over the past five years despite lackluster shareholder returns" and ranked "among the highest in the S&P 500."
Disney countered that the company had delivered "exceptional total shareholder return" during Iger's six years in the company's top job starting in October 2005.
Shares of Disney rose about 57 percent from Oct. 1, 2005, through the end of 2011. The S&P 500, by comparison, inched up 1.4 percent over the same period.
Disney said Iger's pay was in line with that of media industry peers. His total compensation rose 13 percent in fiscal 2011 to $33.4 million in the 12 months to September.
For their most recently reported fiscal years, Viacom CEO Philippe Dauman's earned $43.1 million while News Corp Chairman and CEO Rupert Murdoch collected $33.3 million. Time Warner CEO Jeff Bewkes earned $26.3 million in 2010.
Last year, ISS objected to Disney agreements to pay taxes on any severance packages for some executives if they lost their jobs following a sale or merger of the company. Disney dropped those provisions.