The week in GRC: Disney shareholders demand answers over Jimmy Kimmel suspension as SEC clarifies position on quarterly reporting

This week’s governance, compliance and risk-management stories from around the web

—Disney shareholders, including groups like the American Federation of Teachers and Reporters Without Borders, have formally demanded that the entertainment giant produce internal records related to the decision to suspend Jimmy Kimmel’s TV show.

As reported by the New York Post, the groups are requesting board minutes, internal communications involving CEO Bob Iger, financial impact analyses and affiliate agreements with networks like Nexstar and Sinclair.

In their letter, they argue Disney may have breached its fiduciary duty by giving in to political pressure rather than prioritizing shareholder interests, free expression or corporate governance standards.

‘Although we are pleased that ABC did the right thing and put Jimmy Kimmel back on the air last night, due to the Trump administration’s continued threats to free speech, including with respect to ABC, we are writing to seek transparency into the initial decision to suspend him and his show,’ the letter stated.

Investors have given Disney five business days to comply or they intend to sue under Delaware law to access the requested documents and hold the board accountable for transparency and decision making.

—SEC chairman Paul Atkins has hinted at adopting a tailored approach to corporate reporting, following his appearance on the Squawk Box news program on CNBC.

The interview comes in the wake of President Donald Trump’s renewed call (via a Truth social post) to shift US public companies away from mandatory quarterly earnings reporting toward semiannual reporting.

Atkins said: ‘I welcome that posting by the president’ adding that the proposed changes are ‘a good way forward’. The SEC chair steered clear of implementing blanket rules, adding: ‘For the sake of shareholders and public companies, the market can decide what the proper cadence is.’

He also elaborated that investors would demand information at a cadence suited to each company’s operations and banks would have input, especially for firms engaged in debt issuance or financing.

Atkins did not commit to a timeline or immediate enforcement.

—Earlier this week, ISS published the results of its 2025 Global Benchmark Policy Survey. In the executive compensation section, 38 percent of investor respondents supported using time-based equity awards as part of a mixed plan with performance-based awards. Meanwhile, 46 percent of those polled favored requiring at least five years of vesting and/or post-vesting retention to replace performance criteria.

As for say-on-pay responsiveness, 64 percent of investors said that if a company discloses efforts to solicit investor feedback that were unsuccessful, the lack of received feedback should not automatically count against the company. Additionally, 80 percent agreed that improvements to pay programs can be deemed responsive, even without shareholder input.

On ESG and DEI metrics, 73 percent of respondents in theUS and Canada supported ISS’s current position, namely that removing such metrics from incentive plans should be viewed negatively unless well justified.

ISS will issue draft policy updates for public comment and finalize them by late November, with the new guidelines taking effect for shareholder meetings held on or after February 1, 2026.

—Activist investor Engine Capital, which holds about 3 percent of Acadia Healthcare, has called for changes to the mental health services provider and has urged the company to add new board members, explore selling assets and repurchase undervalued shares.

As reported by Reuters (paywall), Engine criticized the company’s 2022 reshuffle – where it reorganized its business by service rather than region – as making oversight and operations more difficult.

In its letter, the firm also singled out longstanding directors and called for the hiring of board members with behavioral health and capital allocation expertise.

Acadia, which is dealing with reduced free cash flow and a DOJ investigation, responded that it regularly engages with shareholders and is open to constructive input.

—According the latest report by Morningstar (paywall), the 2025 proxy season saw a sharp decline in ESG shareholder resolutions in the US, linked to new SEC guidance that allowed companies to exclude many proposals.

The total number of proposals voted on dropped by 22 percent, while environmental and social proposals fell by 40 percent. Only around 30 resolutions achieved at least 30 percent support, down sharply from over 100 in 2024.

Meanwhile, support for governance‑oriented resolutions remained stable, averaging about 33 to 35 percent. The decline in environmental and social resolution volume and backing has raised concerns that investor signals on sustainability are becoming harder to interpret.

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