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Bob Iger and Nelson Peltz
JC Oliveira/Getty Images; Axel / Power Griffin / Movie Magic
In a win for Walt Disney Co. and CEO Bob Iger, Disney said all of its director nominees had been elected by shareholders, rejecting activist investor Nelson Peltz, who had been running a high-profile campaign to appoint himself and his former Disney company. CFO Jay Rasulo is on the company's board of directors.
Disney announced the preliminary results at the end of its annual shareholder meeting on Thursday, indicating that the final results will be submitted to the Securities and Exchange Commission at a later date.
Peltz's Trian Partners were seeking to oust Disney executives Maria Elena Lagomasino and Michael Vroman, and replace them with Peltz and former Disney CFO Jay Rasulo.
One source says Iger received 94 percent of the vote for his board seat. Lagomasino beat Peltz by a margin of about two to one, with the activist receiving about 30 percent of the votes for his seat. Rasulo lost his vote by a margin of five to one.
Disney has more individual shareholders than most public companies, which is why the campaign was so public. One source says individual shareholders voted by a margin of about 75 percent to 25 percent to support Disney's board.
Peltz launched his activist campaign in January, nominating himself and Rasulo for the company's board of directors. Peltz's firm Trian Partners had previously led a proxy fight against Disney last year, but abandoned it in February after Iger announced a wholesale restructuring of the company, causing Disney's stock price to soar.
As the proxy fight continued, it became increasingly personal, with Disney releasing a video in the form of a political ad framing Trian as obstructing its turnaround plan. Trian subsequently issued a statement saying the company was not competing with Iger, but rather the company's board of directors, although leaks revealed that Trian voted against Iger in its board vote.
Meanwhile, another activist, Blackwells Capital, has also proposed its own slate of managers, although its relatively modest holdings in Disney and its focus on attacking Peltz (Blackwells founder Jason Aintabe has clashed with Peltz in the past) means they were not a factor in the attack. . Proxy battle.
Peltz took aim at Disney's stock price decline (although it has risen this year), and issued a 130-page report outlining the changes he wants to make at the company, including “right sizing” the linear film and TV business, and achieving Netflix-like margins in streaming as soon as maybe. Trian also suggested scaling back ESPN's direct-to-consumer ambitions.
But Peltz also told foot He has had some issues with Disney's content, telling the publication, “Why should I have a Marvel movie that's all female?” Not that I have anything against women, but why should I? Why can't I get Marvels both? Why do I need an all-black cast?
During Disney's shareholder meeting, Peltz noted that Disney's stock price had been on the rise in recent months, and that the company had made positive changes, but that he was still facing issues with board leadership.
“All we want is for Disney to get back to making great content and delighting consumers and for Disney to create long-term sustainable value for all of its shareholders,” Peltz said. “We believe the Board needs to continue to better align its focus and accountability. We hope it will.”
He added that Trian “will monitor the company's performance.”
Ultimately, both sides gained significant supporters, with Disney garnering public statements of support from the likes of George Lucas, Michael Eisner, Laurene Powell Jobs, and perhaps most notably the families of Walt and Roy Disney, who described the activists as “wolves of the world.” Sheep clothes.”
Meanwhile, Trian received a recommendation from the influential consulting firm Institutional Shareholder Services, as well as the California pension administration firm CalPERS. But this support was not enough for the activist.
“I want to thank our shareholders for their confidence in the board and management,” Iger said in a statement. “Now that we are behind distracting dealer competition, we are eager to focus 100% of our attention on our top priorities: growth and value creation for our shareholders and creative excellence for our clients.”
“While we are disappointed with the outcome of this agency competition, Trian greatly appreciates all of the support and dialogue we have had with Disney stakeholders,” Trian said in a statement. “We are proud of the impact we have made in refocusing this company on value creation and good governance. Since re-engaging with the company in late 2023, Disney has announced a host of new operating initiatives and capital improvement plans. The Board of Directors has been replenished with two new directors. Over the past six months, Disney stock is up nearly 50% and is the best performer on the Dow Jones Industrial Average to date.
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