As Disney shareholders may be aware, asking about Song of the South’s release became somewhat of a tradition at the Disney shareholder meetings starting in 2006. Back in 2011, shareholder Matthew Hansen asked Disney CEO Robert Iger about releasing Song of the South. In short, Iger responded, “[J]ust remember it as it was, and don’t expect to see it again for… at least for awhile, if ever.” Full transcript and audio can be found here.
Undeterred, Hansen began to work on a shareholder proposal. In September of 2015, on vintage Song of the South letterhead, he wrote to Disney:
I respectfully submit the enclosed shareholder proposal for inclusion in the 2016 proxy statement pursuant to the 2015 proxy statement of The Walt Disney Company and in accordance with Rule 14a-8 ofthe Securities and Exchange Act of 1934. I intend to present the proposal at the 2016 Annual Meeting of Shareholders.
Disney received the proposal and responded to him, saying that the Disney Board of Directors would review it. A few weeks later, Disney’s legal team WilmerHale responded in a 6-page letter to the Securities and Exchange Commission. Basically, they asked them to allow Disney to ignore the proposal, “pursuant to Rule 14a-8(i)(7), on the basis that the Shareholder Proposal involves matters that relate to the ordinary business operations of the Company.” Here is an excerpt from Disney’s response:
In addition to interfering with management’s day-to-day operations, the Shareholder Proposal also seeks to “micro-manage” the Company. Specifically, the Shareholder Proposal instructs the Company to release one particular film (Song of the South) from among its approximately 2,900 titles, through a specific medium (Blu-ray) and within a specific timeframe (in connection with its 70th anniversary). Determinations about what, how and when to release a particular title are inherently complex, and shareholders as a group are not in a position to make informed decisions on such matters.
How’s that for arrogance? The SEC concurred, saying that they would “not recommend enforcement action to the Commission if Disney omits the proposal from its proxy materials”, effectively greenlighting Disney to ignore Hansen’s proposal.
The full document containing all correspondence between the parties is available for viewing on the SEC web site: https://www.sec.gov/divisions/corpfin/cf-noaction/14a-8/2015/matthewhansen112315-14a8.pdf
Matthew Hansen kindly provided me with the following backstory, which I will include here in its entirety:
It has been an interesting journey that began when I asked Bob Iger at the 2011 Annual Meeting that took place in SLC, if they would release the film. His stern response (that can be heard in shareholder archives, or I have a copy of it downloaded) prompted me to want to attempt a shareholder proposal that would line up with the 70th anniversary – since we all know Disney obsesses over anniversaries with their home video catalog releases. (But apparently me specifying the 70th they claimed as “micro-managing” the company. Go figure.).
Since I had to hold a certain amount of shares for a year it required some waiting before I could move forward with anything. But once I did it has been interesting. Everyone I showed my proposal to loved it. I even received support from someone I felt was very important to my cause – animator Floyd Norman! I even met him twice this summer. To sum up what I gathered from talking with him – Bob Iger for some reason hates the film, and I fear while he is CEO it won’t see the light of day. I have a UK VHS of the film and watched a converted digital copy of it recently during a flight to CA and I can’t figure out why he would feel that way about it.
Anyways, one of their many reasons in their SIX pages to the SEC is that the film has not been a matter of widespread debate and as they claim only been brought up at a few meetings and requested by a few ardent fans – which I don’t believe. The fact that the then-chairman of the board John Pepper chuckled and said “We almost made it through the meeting” [without someone mentioning Song of the South] when I asked my question in 2011 because it was an almost annual question, which was then followed by the Rose Wagner theater packed full of shareholders cheering and applauding my question – makes it hard for me to believe them when they claim it has been only a “few” meetings and ardent fans requesting it.
Which is why I am hoping that we can maybe get some more discussion about the film to show them it isn’t just a small group of ardent fans that want this film. One friend I showed this to told me it is pretty sad that in a day when a film such as 12 Years a Slave can win Best Picture, they are still withholding Song of the South from being released – yet feel free to use just about everything from it to market their parks. One such instance, aside from the obvious ride, was an ad we received in the mail showing days kids had off from school in the fall as times we could plan to come to Disneyland and it called them “Zip-A-Dee-Doo-Dah Days” and had Mr Blue Bird to help advertise.
It seems that Disney is content with ignoring its shareholders and fans who wish to legally own this movie for themselves. But they certainly have no qualms about continuing to exploit and profit off of the film’s legacy via Splash Mountain and the Academy Award winning song Zip-A-Dee-Doo-Dah. It’s a sad reality, but one that needs to be shared with the public. A sincere thank you to Matthew Hansen for his efforts, and perhaps someday Disney will stop snubbing some of the very people that help keep them profitable.
