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Disney proxy fight Disney proxy fight

Disney announced itself victorious at its annual shareholders meeting this morning, after successfully rebuffing billionaire investor Nelson Peltz and his attempt to take over multiple seats on The Walt Disney Company’s board of directors.

“I want to thank our shareholders for their trust and confidence in our board and management,” said Disney CEO Bob Iger. “With the distracting proxy contest now behind us, we’re eager to focus 100% of our attention on our most important priorities: growth and value creation for our shareholders and creative excellence for our consumers.”

Disney hasn’t yet filed the final voting results with the SEC, but the preliminary results show that shareholders overwhelmingly rejected the vision of 81-year-old Peltz, who had questioned why Marvel films cast so many women and Black people.

According to The Hollywood Reporter:

A source says that [Disney CEO] Iger secured 94 percent of the vote for his board seat. [Current board member Maria Elena] Lagomasino beat Peltz by a margin of about two to one, with the activist securing about 30 percent of the vote for his seat. [Former Disney executive Jay] Rasulo lost his vote by a margin of five to one.

Disney has more retail shareholders than most public companies, which is why the campaign was so public. A source says that retail shareholders voted by a margin of about 75 percent to 25 percent to support Disney’s board.

Peltz’s Trian Fund Management acknowledged its defeat in a statement:

While we are disappointed with the outcome of this proxy contest, Trian greatly appreciates all of the support and dialogue we have had with Disney stakeholders. We are proud of the impact we have had in refocusing this Company on value creation and good governance. Since we re-engaged with the Company in late 2023, Disney has announced a host of new operating initiatives and capital improvement plans. The Board has been refreshed with two new directors. Over the last six months, Disney’s stock is up approximately 50% and is the Dow Jones Industrial Average’s best performer year-to-date.

Peltz’s Trian Fund Management launched its campaign in January and laid out its gripes at Trian wanted the company to implement a succession plan for CEO Bob Iger, who is under contract until 2026. Peltz also wanted Disney to reduce costs and avoid making further bad decisions such as, according to him, overpaying for the acquisition of 21st Century Fox. He also said he believed Disney+ should achieve Netflix-like profit margins of 15-20% by 2027 but that the company would need to make adjustments to hit that target. Peltz wanted two seats on the board, one for himself and another for former Disney executive Jay Rasulo. They wanted to replace current board members Maria Elena Lagomasino and Michael Froman.

Major Disney shareholders such as George Lucas and Laurene Powell Jobs supported Iger’s management in the battle, as did JPMorgan Chase CEO Jamie Dimon, former Disney CEO Michael Eisner, and the grandchildren of company founders Walt and Roy O. Disney.

The company spent upwards of $40 million to beat Peltz in the proxy fight, and encouraged individual shareholders (who own around 40% of the company) to vote in favor of Iger’s vision. One of the more striking artifacts of Disney’s board battle was this video the company produced that featured professor Ludwig Von Drake and other animated characters cheerleading for Disney’s side.

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