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Disney facing proxy challenge from activist investor Peltz

By Christopher Palmeri | Bloomberg

Activist investor Nelson Peltz nominated himself to the board of Walt Disney Co. in what could become a highly public debate over Chief Executive Officer Bob Iger’s leadership.

Peltz’s Trian Partners LP filed a preliminary proxy statement on Thursday morning urging shareholders to support his nomination. Trian — which holds a $900 million stake in Disney — noted that the stock is near an eight-year low, a reflection of what it said was failed succession planning, “over-the-top” compensation practices and a lack of cost discipline.

“Disney’s recent performance reflects the hard truth that it is a company in crisis,” Trian said in a blistering statement.

The moves pit one of the most notorious activist investors in corporate America against one of the most revered CEOs in media. Peltz is known for working his way onto the board of companies such as Mondelez International and Procter & Gamble Co. with plans to make them more efficient, sometimes forcing his way in through bruising proxy battles. Even when he’s unsuccessful, as with a campaign to put Trian nominees on the board of DuPont, his campaigns have led to changes in management and cost-cutting.

Trian said Disney’s issues include overpaying when it bought Fox’s entertainment assets in 2019 for $71 billion. While Trian sees the problems as self-inflicted, it isn’t looking to remove Iger or break up the company. Instead, the firm is in favor of de-leveraging and restoring the company’s dividend by 2025. It launched a website, Restore the Magic, to get the message out.

Trian’s proxy names Matthew Peltz, a partner and co-head of research at the firm, as a potential “alternate nominee” if Nelson Peltz is unable or unwilling to serve as a director. Trian says it has no reason to believe that will be the case.

Shares rise

Trian’s push has merit and could help Disney shares, according to Barton Crockett, an analyst at Rosenblatt Securities. The stock rose 2.2% in New York trading at 9:38 a.m.

“Investors, we believe, would appreciate additional assurance that past problems won’t repeat,” Crockett wrote in a research note. “Peltz — with a change-maker history at targets including P&G, Heinz and Wendy’s — could provide a measure of that.”

The battle is an unusual rebuke of Iger, who became one of the most popular CEOs in media when he first ran Disney between 2005 and 2020. He delayed his retirement repeatedly as he struggled to appoint a successor, and several candidates seen as possible replacements left the company. Iger eventually handed the title to Bob Chapek shortly before the Covid-19 pandemic became a major crisis in the US.

Last year, Disney’s board renewed Chapek’s contract, even after a number of high-profile missteps, including a public spat with the governor of Florida. Just five months later, the board fired Chapek and rehired Iger, which analysts and corporate governance experts saw as a sign of poor succession planning.

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Disney said in a statement that it has spoken to Peltz several times about his nomination, and other changes he is seeking to the company’s bylaws. The company opposes his appointment to the board but “remains open to constructive engagement and ideas that help drive shareholder value.”

Disney also said late Wednesday that Mark Parker, executive chair of Nike Inc., will take over as chairman from Susan Arnold, who is stepping down at the next annual meeting. She had reached the board’s 15-year term limit for directors, the company said.

The annual meeting hasn’t yet been scheduled.

Arnold was the first woman to serve as chairman of the entertainment giant. The former Procter & Gamble Co. executive has been a director since 2007 and was named chair after Iger, who is now 71, retired in December 2021.

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