Disney Pacts With Investor ValueAct to Help in Proxy Fight Against Nelson Peltz
The Walt Disney Co. says it has entered into an “information sharing” deal with investor ValueAct Capital, and has secured the support of Blackwells Capital to nominate three candidates to help in its proxy battle against Nelson Peltz’ Trian Fund Management.
ValueAct Capital will consult on strategic matters, including through meetings with the Disney Board and management. The companies have entered into a confidentiality agreement.
The company will support Disney’s Board of Directors’ recommended slate of nominees amid the fight with Peltz over control of the boardroom.
“ValueAct Capital has a track record of collaboration and cooperation with the companies it invests in, and its Co-CEO Mason Morfit has been very constructive in the conversations we’ve had over the past year. We welcome their input as long-term shareholders,” Bob Iger, Disney’s Chief Executive Officer, said in a statement.
Blackwells Capital has nominated Jessica Schell, Craig Hatkoff and Leah Solivan. Disney’s Governance and Nominating Committee, which evaluates director nominations, will review the proposed Blackwells nominees and provide a recommendation to the Board as part of its governance process. Elections are expected to take place in the spring.
In a statement, Blackwells slammed Peltz’s “ego-driven” proxy battle and said he and former Disney chief financial officer Jay Rasulo (who they characterize as a “disgruntled former employee”) lack the skillsets Trian claims the Board lacks. “We believe Mr. Peltz’s latest effort is driven by animus against Mr. Iger, and an ego-driven urge to claim credit for a transformation already underway,” Blackwells said.
Peltz’s latest push for a board seat at Disney is backed by former Marvel executive chairman Ike Perlmutter, who was fired from the company in March and granted Trian sole voting power over his Disney shares. Disney has said Peltz’s latest effort to obtain board seats for Trian is rooted in Perlmutter’s “longstanding personal agenda” against Iger.
The initial announcement of Disney’s cost cuts in February prompted Peltz to drop a previous proxy fight. But now, he and Trian argue that the turnaround “does not appear to be materializing,” citing tens of billions in shareholder value lost, a meaningful drop in consensus EPS estimates for fiscal years 2024 and 2025 and studio content that “continues to disappoint consumers, slowing the speed of the flywheel and threatening future earnings growth.”
In addition to Perlmutter, the investment firm Ancora Holdings has publicly expressed support for Peltz.
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