It’s not a criticism of the CEO’s work, the board notes in the company proxy just filed at the SEC. Bob Iger’s cash bonus fell because “the Company’s outperformance relative to financial measures established by the Compensation Committee did not match the magnitude of outperformance delivered in fiscal 2012, demonstrating the effectiveness of the Company’s pay-for-performance compensation plan,” Disney says. Iger’s compensation package includes $2.5M in salary, $8.8M in stock awards, $8.5M in option awards, $13.6M in non-equity incentives, and $968,538 in other compensation. The “other” category includes $332,808 for personal air travel and $584,075 for security. Disney’s come under attack for Iger’s high compensation — and noted in the proxy that, in the board’s eyes, it has “generally been at or below the median of reported compensation for Media Industry Peers.” Last year was an exception because “the Company experienced exceptional performance.” Disney shares appreciated 24.7% in the 2013 fiscal year that ended in September. Iger’s 2013 compensation was 6.1 times the median for the other four top executives named in the proxy. That’s out of whack with the maximum of 3.0 times that corporate governance activists prefer, but slightly better than 2012 when Iger’s pay was 6.4 times higher than the average for his closest lieutenants at Disney. CFO Jay Rasulo was the second highest paid exec in 2013 with $10.7M.

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There’ll be two shareholder resolutions that Disney will oppose at the annual meeting to take place March 18 in Portland, Ore. Hermes Equity Ownership Services, the Connecticut Retirement Plans and Trust Funds, and California State Teachers Retirement System want to make it easier for shareholders to nominate independent candidates for the board. Among other things, they say that there are several “unaddressed concerns about executive pay” after 42% opposed Disney’s compensation practices in the most recent meeting. Disney says that a more democratic system would result in “disruption, expense, distraction, politicization of director elections and bypassing current [shareholder] protections.” Another proposal would restrict accelerated vesting of executives’ equity awards if another company bought or took control of Disney. The motion says that would “promote long-term improvements in performance” because execs wouldn’t have an incentive to sell. The board says that would put Disney “at a disadvantage in the competition for executive talent by eroding the value to participants of their equity compensation.”