Walt Disney Co. paid its chairman $3.4 million.

In his second full year as chairman and chief executive, Michael D. Eisner received bonuses of $2.6 million, in addition to his base salary of $750,000. A proxy statement mailed to Disney shareholders noted that within 60 days, Eisner will also be entitled to exercise stock options for 816,000 shares, or about 0.6% of Disney’s outstanding common shares. The company disclosed a proposal to reincorporate the California company in the state of Delaware, which will be put to a shareholders’ vote on Feb. 11 in Anaheim.