04-03-2024, 11:09 AM
https://www.cnbc.com/2024/04/03/disney-a...-iger.html
Disney
shareholders on Wednesday will settle a long-simmering proxy battle led by billionaire investor Nelson Peltz.
Voters will decide whether the company’s board deserves another year together, or if candidates nominated by activist investors, including Trian Partners’ Peltz, should replace certain directors.
Disney’s 2024 annual meeting will begin at 1 p.m. ET on Wednesday. Disney will air a live webcast of the event, which typically lasts about two hours.
The 81-year-old Peltz, along with former Disney Chief Financial Officer Jay Rasulo, have waged a quest to land two board seats. They’ve asked shareholders to name them as new directors in place of Maria Elena Lagomasino and Michael Froman.
Peltz, who dislikes being called an activist but has orchestrated successful campaigns at iconic companies like PepsiCo, P&G and Wendy’s, controls a $3.98 billion stake in Disney, or about 2% of total shares outstanding. Most of those shares are owned by former Disney executive and Marvel CEO Ike Perlmutter, who has supported Peltz and is paying a portion of the expenses relating to soliciting proxies, according to an SEC filing.
Trian claims Disney’s board has failed to generate sufficient returns in recent years as subscription streaming losses have mounted and traditional TV subscribers have declined. Trian has also argued Disney’s board has struggled to plan succession, noting Iger has renewed his contract as CEO five times and had to return to the post in late 2022 after his handoff to Bob Chapek failed.
Roughly one-third of Disney’s shareholders are retail shareholders, who historically vote in small numbers in annual meetings. But some individual stakeholders, including Star Wars creator George Lucas and Laurene Powell Jobs, have significant Disney stakes that give them heft akin to institutions. Both Lucas and Powell Jobs, who hold Disney shares via the acquisitions of LucasArts and Pixar, respectively, have supported Iger and the current board.
Institutional investors own the other two-thirds of Disney’s stock. BlackRock
, Disney’s second-largest shareholder, plans to back the company, the Journal reported Monday. CNBC has confirmed T. Rowe Price,
which owns about 9.3 million Disney shares, according to FactSet, is also backing Disney. Institutional shareholders can change their vote up until Wednesday’s meeting.
“We are comfortable that management has a viable plan to address the important matters facing the company,” a T. Rowe spokesperson told CNBC.
Iger also has the support of Mason Morfit’s ValueAct Capital, which has a history of pushing for strategic change. The two sides signed an “information-sharing agreement” in January, allowing Morfit access to nonpublic information. ValueAct owns just 0.28% of outstanding Disney shares, but its value to the company extends beyond voting. Disney has been able to tap ValueAct’s network and expertise when it has pitched institutional investors.
Disney
shareholders on Wednesday will settle a long-simmering proxy battle led by billionaire investor Nelson Peltz.
Voters will decide whether the company’s board deserves another year together, or if candidates nominated by activist investors, including Trian Partners’ Peltz, should replace certain directors.
Disney’s 2024 annual meeting will begin at 1 p.m. ET on Wednesday. Disney will air a live webcast of the event, which typically lasts about two hours.
The 81-year-old Peltz, along with former Disney Chief Financial Officer Jay Rasulo, have waged a quest to land two board seats. They’ve asked shareholders to name them as new directors in place of Maria Elena Lagomasino and Michael Froman.
Peltz, who dislikes being called an activist but has orchestrated successful campaigns at iconic companies like PepsiCo, P&G and Wendy’s, controls a $3.98 billion stake in Disney, or about 2% of total shares outstanding. Most of those shares are owned by former Disney executive and Marvel CEO Ike Perlmutter, who has supported Peltz and is paying a portion of the expenses relating to soliciting proxies, according to an SEC filing.
Trian claims Disney’s board has failed to generate sufficient returns in recent years as subscription streaming losses have mounted and traditional TV subscribers have declined. Trian has also argued Disney’s board has struggled to plan succession, noting Iger has renewed his contract as CEO five times and had to return to the post in late 2022 after his handoff to Bob Chapek failed.
Roughly one-third of Disney’s shareholders are retail shareholders, who historically vote in small numbers in annual meetings. But some individual stakeholders, including Star Wars creator George Lucas and Laurene Powell Jobs, have significant Disney stakes that give them heft akin to institutions. Both Lucas and Powell Jobs, who hold Disney shares via the acquisitions of LucasArts and Pixar, respectively, have supported Iger and the current board.
Institutional investors own the other two-thirds of Disney’s stock. BlackRock
, Disney’s second-largest shareholder, plans to back the company, the Journal reported Monday. CNBC has confirmed T. Rowe Price,
which owns about 9.3 million Disney shares, according to FactSet, is also backing Disney. Institutional shareholders can change their vote up until Wednesday’s meeting.
“We are comfortable that management has a viable plan to address the important matters facing the company,” a T. Rowe spokesperson told CNBC.
Iger also has the support of Mason Morfit’s ValueAct Capital, which has a history of pushing for strategic change. The two sides signed an “information-sharing agreement” in January, allowing Morfit access to nonpublic information. ValueAct owns just 0.28% of outstanding Disney shares, but its value to the company extends beyond voting. Disney has been able to tap ValueAct’s network and expertise when it has pitched institutional investors.
