Nelson Peltz Renews Disney Board of Directors Proxy Fight

Nelson Peltz Renews Disney Board of Directors Proxy Fight

Nelson Peltz is renewing his fight to shake up Disney‘s board.

Peltz’s Trian Fund Management investment firm, which controls about $3 billion in Disney stock, issued a statement Thursday that after the Mouse House’s board rejected Trian’s request for board seats, the hedge fund will “take our case for change directly to shareholders.” Trian is seeking two seats on Disney’s board, CNBC reported. The firm oversees more than $2 billion worth of Disney shares held by former Marvel Entertainment chairman Ike Perlmutter, who has been vocal critic of Disney CEO Bob Iger and was dismissed from the company in March.

The announced intention by Trian to launch a proxy fight to get its directors on the board comes a day after Disney named Morgan Stanley CEO James Gorman and former Sky chief Jeremy Darroch as new directors.

In a statement Trian said, “This morning, following conversations with Disney’s CEO, Disney extended an offer to Trian to meet with the board but informed Trian that the board is turning down Trian’s recent request for Board representation, including Nelson Peltz.”

Trian’s statement continued, “Since we gave Disney the opportunity to prove it could ‘right the ship’ last February, up to our reengagement weeks ago, shareholders lost ~$70 billion of value. Disney’s share price has underperformed proxy peers and the broader market over every relevant period during the last decade and over the tenure of each incumbent director. 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.”

Disney responded shortly afterward with a statement that the media conglomerate “has a proven track record of delivering long-term value to our shareholders” and also saying that Perlmutter has a “longstanding personal agenda” against Iger.

Trian’s statement appeared to reference Iger’s admission at the companywide Disney town hall on Nov. 28 that his return as CEO in November 2022 — following the surprise ouster of ex-chief Bob Chapek — was more challenging that the exec expected. “I knew that there were myriad challenges that I would face coming back,” Iger said at the town hall. “I won’t say that it was easy, but I’ve never second-guessed the decision to come back, and being back still feels great.”

Speaking Wednesday at the New York Times’ DealBook Summit, Iger criticized Disney’s strategic decisions under Chapek, the former head of theme parks whom Iger had hand-picked as his successor. “I was disappointed in what I was seeing in the transition period and while I was out. I worked hard at distancing myself from it,” Iger said.

Since returning to Disney, Iger said at DealBook Summit, he has been “fixing a lot of problems that the company has had, and dealing with a lot of challenges.” Some of those “were brought on by decisions that were made by my predecessor,” he said, while others “are just basically the result of a tremendous amount of disruption in the world and in our business.”

In January, Peltz’s Trian unleashed a targeted campaign to criticize Disney’s corporate management and recent under-performance of the stock. At the time, Peltz pushed to have himself added to the Disney board.

But by Feb. 9, Trian had reached a truce with Disney: Peltz withdrew his bid for the board seat after Disney unveiled a broad restructuring of operations and made other commitments to streamline company operations.

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