Iger Wins Disney Board Battle

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Iger Wins Disney Board Battle
Mickey Mouse and Bob Iger.

The proxy battle over the makeup of the board of The Walt Disney Co. ended on April 3 with activist investors being turned down by shareholders. 

The vote at the annual meeting of the Burbank entertainment and media giant sent the company’s share price down by just more than 3% to close at $118.98. It continued dropping in after-hours trading and fell by nearly 1.6% the following day. 

The share price in Disney has increased in value by about 29% since the start of the year when it closed at $90.71 and on April 4 when it closed at $117.09.

Activist investor Nelson Peltz nominated himself and former Disney Chief Financial Officer Jay Rasulo for the board in December.

Peltz, the founder of Trian Fund Management L.P. and one of the largest investors in Disney with more than $3 billion in shares, said in a release announcing his candidacy that the company was being run by a board that is too closely connected to Chief Executive Bob Iger and too disconnected from shareholders’ interests.

Nelson Peltz

“The board, we believe, lacks objectivity, as well as focus, alignment, and accountability,” Peltz said in the release. “In our view, Disney’s board has failed to fulfill its essential responsibilities – overseeing the development of an effective strategy, planning for orderly succession, aligning executive pay with performance, and ensuring accountability for operational execution. Shareholder-led board refreshment with focused and aligned directors who are accountable to the owners of the company is long overdue.”

Blackwells Capital LLC, another shareholder in Disney along with its founder and Chief Investment Officer Jason Aintabi, said in a letter to Disney shareholders on March 25 that Peltz and Rasulo did not have the skills necessary to serve on the board.

“The board needs directors who are independent and who will guide management into the future and contribute relevant skills and experience,” the Blackwells letter said. “The Board does not need nominees driven by personal grievances or animus towards management, as we believe Trian Partners’ nominees Peltz and Rasulo are.”

To that end, Blackwells put up its own slate of board candidates – Jessica Schell, Craig Hatkoff and Leah Solivan. 

Schell has extensive experience in the entertainment, technology and retail industries as an executive with Warner Brothers Discovery and NBC Universal. Hatkoff brings real estate expertise and some entertainment experience and was a co-founder of the Tribeca Film Festival. Solivan is a tech entrepreneur and venture capitalist.

Disney received support from proxy firm Glass Lewis as well as the backing of big names like JPMorgan Chief Executive Jamie Dimon; “Star Wars” creator George Lucas; the grandchildren of Walt Disney and his brother Roy; and Laurene Powell Jobs, the widow of Steve Jobs, the former chief executive of Apple and an investor in the company.

Peltz received backing from CalPERS, one of the largest public pension funds in the country; fellow activist shareholder Ancora Holdings Group LLC; and influential proxy advisory firm Institutional Shareholder Services.

While Trian said it is disappointed with the outcome of this proxy contest, the firm greatly appreciates all of the support and dialogue it has had with Disney stakeholders and is proud of the impact it has had in refocusing the company on value creation and good governance.

“Since we re-engaged with the company late (last year), Disney has announced a host of new operating initiatives and capital improvement plans,” Trian said in a statement. “The board has been refreshed with two new directors. Over the last six months, Disney’s stock is up approximately 50% and is the Dow Jones Industrial Average’s best performer year to date.” 

For his part, Iger said in a message to the shareholders attending the annual meeting that he wanted to thank them for their trust and confidence in the Disney board and management.

“Now that this distracting proxy contest is behind us, we’re eager to focus 100% of our attention on our most important priorities: growth and value creation for our shareholders and creative excellence for our consumers,” Iger said. 

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