Disney boardroom battle set for dramatic conclusion
Shareholders of entertainment giant expected to reject bids by two hedge funds that want to shake up management
03 April 2024 - 15:32
byDawn Chmielewski and Svea Herbst-Bayliss
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Los Angeles — A multimillion-dollar, mudslinging battle over Walt Disney’s future officially ends later on Wednesday when the entertainment giant is expected to announce that shareholders rejected bids by two hedge funds to shake up its board.
On Tuesday, Disney secured enough shareholder votes to defeat a challenge from billionaire investor Nelson Peltz and Blackwells Capital, sources familiar with the matter said, but cautioned there was a possibility that some shareholders may change their votes.
If Disney does prevail, it will be a victory for CEO Bob Iger as he steers the Mouse House through the industry’s shift to streaming.
The company’s largest shareholder, Vanguard Group, and other investors had voted in favour of Iger and the 11 other incumbent directors, people familiar with their votes said.
Spokespeople for Disney didn’t immediately respond to a request for comment. Trian and Blackwells declined to comment.
Official results will be disclosed at Disney’s annual shareholder meeting, which is scheduled to stream live at 5pm GMT.
Peltz, CEO of Trian Fund Management, and Blackwells have been seeking five seats between them on Disney’s 12-membern board. The activists argue the $225bn media company has bungled its CEO succession planning, lost its creative spark and failed to properly harness new technology.
The tussle has been bitter and closely watched, serving as a referendum on Disney’s efforts to reinvigorate its film and television franchises, make its streaming business profitable and find partners to help build sports network ESPN’s digital future.
Both sides have spent millions of dollars on campaigns trying to persuade voters and have launched public and personal attacks.
Peltz has been seeking a board seat for himself and for former Disney CFO Jay Rasulo. Disney said the pair lacked the necessary skills, offered “nothing new” in their suggestions for improvement and noted that Rasulo had been passed over to succeed Iger.
Peltz at one point responded that Disney was “stupid” in opposing him, arguing that he was trying to help Iger.
In the final hours before voting closed, billionaire activist investor Bill Ackman, himself a veteran of proxy contests, said in a post on X that Peltz would be “greatly additive” to the Disney board.
Trian was Disney’s fifth-biggest shareholder with a 1.76% stake on December. 31, according to LSEG data. The hedge fund’s $3bn bet on Disney was largely responsible for its underperformance last year relative to its activist peers, according to financial details provided to Reuters by a Trian investor.
Disney’s shares peaked at $201.91 in March 2021 when the company was gaining streaming subscribers. The stock then fell as the streaming division continued to lose money. Disney’s board fired then-CEO Bob Chapek, bringing Iger back to the helm.
The shares have recovered 35% this year, closing at $122.82 on Tuesday, lifted by positive earnings and initiatives such as a $1.5bn investment in Fortnite maker Epic Games and a sports streaming app with Fox Corp and Warner Bros Discovery. Still, they remain down 39% from their record high.
Iger, 72, secured a string of public endorsements rarely seen in proxy fights. They included Star Wars creator George Lucas, members of the Disney family, JPMorgan Chase CEO Jamie Dimon and Emerson Collective founder Laurene Powell Jobs.
Disney also received the backing from proxy advisory firm Glass Lewis. Another advisory firm, Institutional Shareholder Services, had recommended Peltz, and pension fund giant California Public Employees Retirement System (CalPERS) backed Peltz and Rasulo.
Support our award-winning journalism. The Premium package (digital only) is R30 for the first month and thereafter you pay R129 p/m now ad-free for all subscribers.
Disney boardroom battle set for dramatic conclusion
Shareholders of entertainment giant expected to reject bids by two hedge funds that want to shake up management
Los Angeles — A multimillion-dollar, mudslinging battle over Walt Disney’s future officially ends later on Wednesday when the entertainment giant is expected to announce that shareholders rejected bids by two hedge funds to shake up its board.
On Tuesday, Disney secured enough shareholder votes to defeat a challenge from billionaire investor Nelson Peltz and Blackwells Capital, sources familiar with the matter said, but cautioned there was a possibility that some shareholders may change their votes.
If Disney does prevail, it will be a victory for CEO Bob Iger as he steers the Mouse House through the industry’s shift to streaming.
The company’s largest shareholder, Vanguard Group, and other investors had voted in favour of Iger and the 11 other incumbent directors, people familiar with their votes said.
Spokespeople for Disney didn’t immediately respond to a request for comment. Trian and Blackwells declined to comment.
Official results will be disclosed at Disney’s annual shareholder meeting, which is scheduled to stream live at 5pm GMT.
Peltz, CEO of Trian Fund Management, and Blackwells have been seeking five seats between them on Disney’s 12-membern board. The activists argue the $225bn media company has bungled its CEO succession planning, lost its creative spark and failed to properly harness new technology.
The tussle has been bitter and closely watched, serving as a referendum on Disney’s efforts to reinvigorate its film and television franchises, make its streaming business profitable and find partners to help build sports network ESPN’s digital future.
Both sides have spent millions of dollars on campaigns trying to persuade voters and have launched public and personal attacks.
Peltz has been seeking a board seat for himself and for former Disney CFO Jay Rasulo. Disney said the pair lacked the necessary skills, offered “nothing new” in their suggestions for improvement and noted that Rasulo had been passed over to succeed Iger.
Peltz at one point responded that Disney was “stupid” in opposing him, arguing that he was trying to help Iger.
In the final hours before voting closed, billionaire activist investor Bill Ackman, himself a veteran of proxy contests, said in a post on X that Peltz would be “greatly additive” to the Disney board.
Trian was Disney’s fifth-biggest shareholder with a 1.76% stake on December. 31, according to LSEG data. The hedge fund’s $3bn bet on Disney was largely responsible for its underperformance last year relative to its activist peers, according to financial details provided to Reuters by a Trian investor.
Disney’s shares peaked at $201.91 in March 2021 when the company was gaining streaming subscribers. The stock then fell as the streaming division continued to lose money. Disney’s board fired then-CEO Bob Chapek, bringing Iger back to the helm.
The shares have recovered 35% this year, closing at $122.82 on Tuesday, lifted by positive earnings and initiatives such as a $1.5bn investment in Fortnite maker Epic Games and a sports streaming app with Fox Corp and Warner Bros Discovery. Still, they remain down 39% from their record high.
Iger, 72, secured a string of public endorsements rarely seen in proxy fights. They included Star Wars creator George Lucas, members of the Disney family, JPMorgan Chase CEO Jamie Dimon and Emerson Collective founder Laurene Powell Jobs.
Disney also received the backing from proxy advisory firm Glass Lewis. Another advisory firm, Institutional Shareholder Services, had recommended Peltz, and pension fund giant California Public Employees Retirement System (CalPERS) backed Peltz and Rasulo.
Reuters
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