Just 10 days ahead of the most important shareholder vote of his life, Walt Disney Co. Chairman and Chief Executive Michael D. Eisner faced an ordeal that awaits many of his peers in the future. Along with three fellow Disney directors and his chief financial officer, he subjected himself to an hour of tough questioning in a Feb. 23 conference call with more than 200 institutional investors from pension and mutual funds that own some 30% of Disney stock. Eisner didn't have control of the agenda, as he does during traditional earnings conference calls or annual meetings. This time the microphone was firmly in the hands of Gregory P. Taxin, a former investment banker who runs Glass, Lewis & Co., a small advisory firm that helps institutions decide how to vote in corporate elections. Taxin asked questions that big investors submitted, mostly by e-mail, before and during the call. And nobody was pulling any punches. Why was Eisner both chairman of the board and CEO, they wanted to know? Wasn't his 2002 pay of $1 million in cash and $5 million in stock too much? And on whose authority had he decided to spurn a takeover proposal from Comcast Corp. before even knowing how rich it could be? Within days, several big institutions announced they would withhold their votes to reeled Eisner to the board.
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机译：沃尔特·迪斯尼公司董事长兼首席执行官迈克尔·D·艾斯纳（Michael D. Eisner）在其一生中最重要的股东投票前仅10天，就面临着一场折磨，这个折磨正在等待着他的许多同行的未来。在2月23日的电话会议上，他与三位迪斯尼的其他董事以及他的首席财务官一起经受了一个小时的严峻质疑，他与200多家养老金和共同基金的机构投资者进行了盘问，这些投资者拥有迪斯尼30％的股份。与传统的盈利电话会议或年会一样，艾斯纳没有控制议程。这次，麦克风牢牢地握在前投资银行家格雷格里·P·泰森（Gregory P. Taxin）的手中，后者经营着一家小型咨询公司Glass，Lewis＆Co.，该公司帮助机构决定如何在公司选举中投票。 Taxin在电话会议之前和会议期间询问大投资者主要通过电子邮件提交的问题。没有人在挥拳。他们想知道为什么艾斯纳既是董事长又是首席执行官？他在2002年支付的100万美元现金和500万美元股票不是太高了吗？在甚至不知道康卡斯特的身价有多高之前，他决定拒绝康卡斯特公司的收购提议？几天之内，几家大型机构宣布，他们将保留投票权，将艾斯纳推入董事会。
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