Nelson Peltz’s investment management firm Trian Fund Management is planning to nominate the activist investor and a former chief financial officer of Disney for seats on the media and entertainment company’s board, continuing a proxy battle that began earlier this year.
Trian, which owns $3 billion of common stock in The Walt Disney Co., said in a statement on Thursday that it believes the company has “woefully underperformed its peers and its potential.”
“As Disney’s largest active shareholder, we can no longer sit idly by as the incumbent directors and their hand-picked replacements stand in the way of necessary change, and peers and competitors continue to outperform,” Peltz, Trian’s CEO and a founding partner, said in a prepared statement.
The stock is up about 9% in the year to date, or just over a third of the gain of the benchmark S&P500 index.
Along with Peltz, Trian is planning to nominate James Rasulo, who served as Disney’s CFO from 2010 to 2015. Prior to serving as CFO, Rasulo was chairman of Walt Disney Parks and Resorts Worldwide from 2005 to 2009 and was president of Walt Disney Parks and Resorts from 2002 to 2005.
“As independent voices in the boardroom, Nelson and I are confident that the combination of my decades of experience at Disney, Nelson’s significant boardroom skills and history of driving positive strategic change, and our combined consumer brands expertise and financial acumen, will be additive to the Disney board,” Rasulo said in a statement.
Trian is looking to nominate Peltz and Rasulo to the Disney board at the company’s 2024 annual shareholders meeting, which is expected to be held in the spring.
Disney confirmed in a statement that Trian has provided notice that it plans to nominate two individuals for its board. The Burbank, California-based company said that the governance and nominating committee, which evaluates director nominations, will review the proposed Trian nominees and provide a recommendation to the board as part of its governance process.
Disney continued to show support for its existing board.
“Disney has an experienced, diverse, and highly qualified board that is focused on the long-term performance of the company, strategic growth initiatives including the ongoing transformation of its businesses, the succession planning process, and increasing shareholder value,” it said in a statement.
Peltz’s proxy battle with Disney has spanned nearly a year. In January Peltz sought to join Disney’s board, claiming that the company was struggling with self-inflicted problems. At the time, Disney urged shareholders to vote against Peltz and named current board member Mark Parker as its chairman. Parker, who also serves as executive chairman at Nike Inc., succeeded Susan Arnold, who didn’t stand for re-election due to Disney’s 15-year term limit requirements.
By February Peltz ended his push for a Disney board seat, one day after CEO Bob Iger announced a major restructuring of the company that included thousands of job cuts.
However, last month Trian decided to resurrect its proxy battle. Disney put out a statement at the time defending the company and its board.
Peltz has previously waged successful proxy battles at blue chip companies including DuPont and Procter & Gamble.
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