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Nelson Peltz; Bob Iger
Heidi Gutman/CNBC/NBCU Photo Bank/NBCUniversal/Getty Images; Slaven Vlasic/Getty Images
Disney will have to deal with a new proxy fight, as activist investor Nelson Peltz will seek board seats at the company.
Peltz’s Trian Partners said Thursday morning that, having not received a warm welcome from Disney’s board of directors or from CEO Bob Iger, “Trian intends to take our case for change directly to shareholders.”
Disney’s next shareholder meeting will take place in the spring.
Trian said that it spoke with Iger this week, and that Disney extended an offer for Trian to meet with its board of directors. However, the board also said that it would not extend an offer for Peltz to join it as a director.
The news come a day after Disney named two new members to its board: Morgan Stanley CEO James Gorman and former Sky CEO Sir Jeremy Darroch. Disney said the process to add them began in April 2023, and that one current director, Francis deSouza, would be stepping aside.
“Since we gave Disney the opportunity to prove it could ‘right the ship’ last February, up to our re-engagement weeks ago, shareholders lost ~$70 billion of value,” Trian said in a statement. “Investor confidence is low, key strategic questions loom, and even Disney’s CEO is acknowledging that the Company’s challenges are greater than previously believed. While James Gorman and Sir Jeremy Darroch represent an improvement from the status quo, the addition of these directors will not, in our view, restore investor confidence or address the root cause behind the significant value destruction and missteps that this Board has overseen. Trian intends to take our case for change directly to shareholders.”
In its own statement responding to Trian, Disney reiterated its four strategic priorities and said that “Disney expects free cash flow to approach pre-COVID levels in fiscal 2024, and the Board and management are steadfast in our commitment to ensuring The Walt Disney Company’s long-term success for the benefit of all our shareholders.”
And it noted that it added Gorman and Darroch to the board this week, reflecting “Disney’s commitment to a strong board focused on the long-term performance of the company, strategic growth initiatives, the succession planning process, and increasing shareholder value.”
It also brought up Peltz’s relationship with former Marvel chairman Ike Perlmutter, who was let go earlier this year:
“Mr. Peltz, in partnership with Isaac Perlmutter, a former Disney executive, intends to take its case to shareholders. Mr. Perlmutter owns 78% of the shares that Mr. Peltz claims beneficial ownership of, or more than 25 million of the 33 million shares,” Disney’s statement continued. “This dynamic is relevant to assessing Mr. Peltz and any other nominees he may put forth as directors, as Mr. Perlmutter was terminated from his employment by Disney earlier this year and has voiced his longstanding personal agenda against Disney’s CEO, Robert A. Iger, which may be different than that of all other shareholders.”
Perlmutter and Peltz, both locals in Palm Beach, Florida, teamed up for Trian’s last proxy fight with Disney earlier this year.
“The Disney Board will recommend to shareholders its slate of director nominees in the company’s proxy statement to be filed with the Securities and Exchange Commission and distributed to all shareholders eligible to vote at the annual meeting,” the Disney statement concluded.
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