Disney CEO Bob Iger, Nelson Peltz enter final days of proxy fight — here’s what to know


Walt Disney Co. (DIS) activist investor Nelson Peltz has fought for a board shake-up at the company for months. Investors will soon find out if he won.

The results of a shareholder vote to select board members are expected to be announced at the entertainment giant’s annual stockholders meeting on Wednesday, although it’s possible a last-minute deal between the two sides could emerge before then. Voting officially closes the day of the meeting, and Disney is leading with more than half the votes counted, The Wall Street Journal reported.

It’s a critical moment for Disney as the company attempts to navigate consumers’ shift away from traditional cable packages into mostly unprofitable streaming services. The company also faces succession questions with CEO Bob Iger’s contract set to expire at the end of 2026.

Peltz, who recently secured the support of influential proxy advisory firm Institutional Shareholder Services (ISS), is seeking board seats for himself and former Disney CFO Jay Rasulo. Peltz’s hedge fund Trian Fund Management owns $3 billion of common stock in Disney, which includes the shares owned by former Marvel Entertainment chair Ike Perlmutter.

Peltz is aiming to replace two existing board members: former Mastercard executive Michael Froman and Maria Elena Lagomasino.

Nelson Peltz, founding partner of Trian Fund Management, speaks at the WSJD Live conference in Laguna Beach, Calif., October 25, 2016. Peltz and his hedge fund launched a proxy campaign against Disney in an attempt to secure more board seats. (Mike Blake/REUTERS/File Photo)

Nelson Peltz, founding partner of Trian Fund Management, speaks at the WSJD Live conference in Laguna Beach, Calif., Oct. 25, 2016. (Mike Blake/REUTERS) (Reuters / Reuters)

In multiple presentations and open letters, Trian cited the loss of tens of billions in shareholder value, a drop in consensus earnings estimates for the next two years, and disappointing studio content as some of the reasons for its push.

Disney, which has received backing from the high-profile proxy firm Glass Lewis, has defended both Froman and Lagomasino, describing the duo as “highly valued and engaged members of the board” in a statement to Yahoo Finance.

The company has said it’s made “significant progress” in turning around its business. Some changes have included the implementation of an ad-supported tier for its streaming service Disney+ in addition to price increases on its streaming services and theme parks and password-sharing crackdowns.

Investors have reacted positively to the changes, sending Disney’s stock up more than 30% this year.

Succession at core of proxy fight

Succession has been a particular sticking point for Peltz and his backers following the messy ousting of former CEO Bob Chapek in 2022. Chapek’s tenure was riddled with controversy — from political battles and A-list talent problems to controversial reorganizations and the ever-looming shadow of Iger, who spoke out against some of Chapek’s decisions even prior to his return.

“What remains missing is tangible progress towards succession to give investors sufficient confidence that the company will not run aground after Iger departs, and in doing so, avoid future mutinies,” ISS wrote in its pro-Peltz recommendation earlier this month.

Disney has maintained that it is “actively engaged in the high-priority work of succession planning.”

“Each internal candidate is going through a rigorous preparation process,” the company said in a letter to shareholders. “This includes mentorship from Bob Iger and external coaching, engagement with all Board directors, and comprehensive reviews of each candidate.”

Disney has not yet named the internal candidates it’s considering for the position; however, ISS noted the board has highlighted the work of certain leadership members, including Alan Bergman and Dana Walden, co-chairmen of Disney Entertainment; Josh D’Amaro, chairman of Disney Experiences; Jimmy Pitaro, chairman of ESPN; and Asad Ayaz, the company’s chief brand officer.

Other activists join the fight

Outside of ISS, Peltz has also received the backing of notable shareholders, like fellow activist Ancora and investment firm Yacktman Asset Management.

In a press release, Trian revealed two other institutional investors — the California Public Employees’ Retirement System (CalPERS), the country’s largest public pension fund, and Neuberger Berman, a global asset manager — expressed their support for Peltz and Rasulo.

Additionally, more than a dozen current and former public company directors sent a letter to Disney’s board last week in support of Peltz and Trian Fund.

Meanwhile, ValueAct Capital has come out against Peltz, giving Disney an extra boost in fighting off the billionaire investor. The activist entered into an information-sharing agreement with Disney, which ensures it will support the media giant’s recommended slate of board nominees in exchange for information.

JPMorgan CEO Jamie Dimon has also publicly endorsed Disney’s current board, along with Bob Iger’s leadership. Notably, the bank is currently serving as a defensive adviser to the media giant.

Disney has also received backing from filmmValueActaker and “Star Wars” creator George Lucas; the grandchildren of Walt Disney and his brother Roy; and Laurene Powell Jobs, the widow of Apple CEO Steve Jobs and a longtime investor in the company.

In addition to Peltz, Disney is facing pressure from activist Blackwells Capital, which supports the company’s current board but has urged shareholders to vote for its three nominees as additions to it.

With contributing reporting from Yahoo Finance’s David Hollerith.

Alexandra Canal is a Senior Reporter at Yahoo Finance. Follow her on X @allie_canal, LinkedIn, and email her at alexandra.canal@yahoofinance.com.

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2024-04-02 08:21:41

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