Nelson Peltz only secured about 30% of the vote he sought for his board seat, with Jay Rasulo losing his vote by a margin of five-to-one.
The dissident shareholders had said in a preliminary proxy filing that they wanted to replace Iger at Disney and align management pay with performance. Despite their loss, they declared a victory of sorts following the vote, noting that since Peltz’s company, Trian Partners, started pushing Disney in late 2023, the entertainment giant has engaged in a flurry of activity by adding new directors, and announcing new operating initiatives and capital improvement plans for its theme parks.
Walt Disney Co. has secured enough shareholder votes to defeat a challenge against its board mounted by Nelson Peltz’s hedge fund Trian Fund Management, people familiar with the matter said on Tuesday. Enough votes had been cast as of Tuesday evening to put Disney’s board directors safely ahead of Trian’s two challengers, Peltz and former Disney chief financial officer Jay Rasulo, the sources said.
Disney’s shareholder vote has become a contentious referendum on CEO Bob Iger, who has struggled to tame enormous problems that prompted his return in late 2022.
Walt Disney Co. has pulled ahead in its proxy battle against Nelson Peltz’s Trian Partners with more than half of all shares voted, according to people familiar with the matter. BlackRock and T. Rowe Price are among major investors backing Disney.
Exclusives
Individuals hold as much as 40% of the company’s shares, and they may decide a proxy battle that is one of the most expensive in history.
The California Public Employees Retirement System (CalPERS) said on Friday it voted to elect activist investment firm Trian Fund Management’s two director candidates to Walt Disney’s board, in one of the most closely watched and expensive battles for corporate control. “CalPERS believes Walt Disney Co. will benefit from fresh eyes on its board of directors and voted its company shares in favor of candidates Nelson Peltz and Jay Rasulo,” the U.S. pension fund, which owned 6.65 million shares in the entertainment giant at the end of December, said.
Proxy adviser Egan-Jones on Wednesday became the second independent firm to support activist Nelson Peltz‘s effort to secure seats on the Disney board. The endorsement follows that of ISS earlier this month, which was a notable win for Peltz’s Trian Fund Management as it is the biggest advisory firm and highly influential. While ISS backed Peltz alone, Egan-Jones is supports both the billionaire activist investor and former Disney executive Jay Rasulo, Trian’s other nominee to the Disney board.
Disney and its current CEO, Bob Iger, have secured the backing of Iger’s onetime boss, former Chairman-CEO Michael Eisner. In a statement posted to social media, Eisner didn’t name Nelson Peltz, whose Trian Fund Management is mounting an offensive to win two seats on Disney’s board at the April 3 annual shareholder meeting. But the longtime media exec wrote that “bringing in someone who doesn’t have experience in the company or the industry to disrupt Bob and his eventual successor is playing not only with fire but earthquakes and hurricanes as well.”
In a statement issued this morning, Lucas said: “Creating magic is not for amateurs. When I sold Lucasfilm just over a decade ago. I was delighted to become a Disney shareholder because of my long-time admiration for its iconic brand and Bob Iger’s leadership. When Bob recently returned to the company during a difficult time, I was relieved. No one knows Disney better. I remain a significant shareholder because I have full faith and confidence in the power of Disney and Bob’s track record of driving long-term value. I have voted all of my shares for Disney’s 12 directors and urge other shareholders to do the same.”
The Walt Disney Co. CEO Bob Iger said the proxy battle mounted by activist investors is a “distraction” for him and senior managers as they try to make a complex company more profitable. “We’re at this hard every day, and when you go from fixing [the company], which was significant and heavy lifting, to really creating meaningful growth for our shareholders, the only way to achieve that is by focus and this campaign is in a way to distract us, to take our eye off all those balls,” Iger said, speaking at the Morgan Stanley Technology Media and Telecom Conference on Tuesday.
The Trian Group’s Nelson Peltz has formally asked Disney shareholders to elect himself, as well as former Disney executive Jay Rasulo, to the company’s board of directors at the annual meeting this spring. The activist investor, who is allied with Ike Perlmutter, holds a war chest of about $3 billion-worth of Disney stock. Trian, in its own proxy statement today that followed Disney’s earlier this week reiterated complaints about Bob Iger’s leadership and Disney “significantly underperformed its peers and its potential.”
The Walt Disney Co. defended its record as activist investor Nelson Peltz of Trian Fund Management is teaming up with former Disney executive Isaac Perlmutter to mount a potential proxy fight. Trian said it owns $3 billion worth of Disney stock and talked on Thursday with Disney CEO Bob Iger. Trian said Disney’s board was willing to meet, but turned down a request to put Peltz, Trian’s founder and CEO, on the board.
Activist investor Nelson Peltz said this morning that he’s ending his proxy fight againt Disney after CEO Bob Iger announced sweeping restructuring and cost cutting plans yesterday alongside the company’s latest quarterly earnings.
Dave Lougee, president and CEO, said: “We are pleased that our shareholders recognize the successful execution of our value-creation strategy, which is delivering record results.”
After Tegna rejected its proposed board members, minority owner Standard General, one of the company’s largest shareholders, is soliciting proxies for the Tegna annual shareholders meeting so it can seat those candidates anyway. That is according to an SEC filing Wednesday, March 17, in which Standard General said it is seeking to place three board members to help diversify the board, and cited the withdrawal of their fourth candidate, former FCC official and top ad association executive Adonis Hoffman, as a reason for needing to add that diversity.
The defeat of a proposal by Standard General’s Soo Kim is a victory for Tegna Chairman Howard Elias and CEO David Lougee and followed announcement of a 7 cents a share dividend to shareholders earlier this morning.
Jessell | Lougee Is Best Bet In Down-To-Wire Proxy Fight
Soo Kim’s ill-timed persistence for seats on Tegna’s board has been undermined by statements from three influential proxy advisers. And that’s a good thing. Current management led by CEO David Lougee may have its faults, but it beats Kim, whose goal is to merge or sell the company out of existence.
