"Glass, Lewis & Co." is one of two prominent proxy firm/proxy advisory services in the world, the other being Institutional Shareholder Services ("ISS"). Glass Lewis provides governance services that support engagement among institutional investors and corporations through its research, proxy vote management and technology platforms. Glass Lewis empowers institutional investors that collectively manage $20 trillion to make sound voting decisions by uncovering and assessing governance, business, legal, political and accounting risks at issuers domiciled in 100 countries. Clients include Putnam Funds, Wellington Management Company and the Australian Council for Superannuation Investors (“ACSI”).

Founded in 2003, Glass Lewis is headquartered in San Francisco and has offices in New York, Washington DC, Ireland and Australia.

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The Disney board has been notoriously insular, famously gullible and blindly loyal to Mr. Eisner.

Given the inflexibility of the board and its perfunctory dismissal of a reasonable acquisition proposal, the company could benefit from some new thinking in the board room.

Elliott has not recommended a specific alternative strategy for shareholders to consider. We do not believe that it is in the Fund's best interest to operate without an active management agreement.