Disney announced the date of its annual shareholders meeting this year where a contentious proxy battle is set to go down — and issued a letter to investors urging them to reject board nominees put forth by two different activist investors.
The Mouse House’s 2024 annual meeting of shareholders will be held April 3, 2024, and all shareholders of record as of the close of business on Feb. 5 are entitled to vote at the meeting.
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In its message to shareholders, the company said, “The Disney board of directors does not endorse the Trian Group nominees, Nelson Peltz and Jay Rasulo, or the Blackwells nominees, Craig Hatkoff, Jessica Schell and Leah Solivan, and believes that they do not possess the appropriate range of talent, skill, perspective and/or expertise to effectively support the Board’s ongoing efforts to drive profitable growth and shareholder value creation in the face of continuing, industry-wide challenges.”
According to the company, the current board “believes Trian Group and Blackwells nominees would hinder Disney’s transformation efforts.”
Peltz, who heads Trian hedge fund, launched his latest proxy fight last fall, looking to shake up Disney’s board and set an agenda he argues will boost the media conglomerate’s financial health and market value. Trian controls about $3 billion worth of Disney’s shares, 78% of which are owned by former Marvel Entertainment chairman Ike Perlmutter. Disney alleges Perlmutter, who was terminated from the Marvel role last year, has a “longstanding personal agenda” against Disney chief Bob Iger.
According to Disney, Peltz “brings no media experience and has presented no strategic ideas for Disney,” while the perspective of Rasulo — formerly CFO of Disney — “is stale given he left Disney in 2015 and has not held any executive positions in the industry since.”
In a filing Wednesday, Trian identified the two Disney board members Peltz wants removed: Michael Froman, president of the Council on Foreign Relations, and Maria Elena Lagomasino, CEO/managing partner of investment advisory firm WE Family Offices.
Meanwhile, investment firm Blackwells Capital — which opposes Peltz’s proxy campaign — is nominating three candidates to the Disney board: Jessica Schell, a former Warner Bros. and NBCUniversal exec; Tribeca Film Festival co-founder Craig Hatkoff; and TaskRabbit founder Leah Solivan. Blackwells said its nominees will “contribute to the company’s continued growth and transformation efforts under existing leadership,” and its moves appear to be aimed to undercut Trian’s challenge.
In its letter to shareholders, Disney said Hatkoff and Solivan “do not have any relevant large, public media and entertainment company experience or skills” that would be helpful.
The company said Schell would not be an independent director and “does not have any experience serving as a director of a public company.” Schell would not be an independent director because her brother, Connor Schell, develops, produces and sells content to media companies including Disney’s ESPN, ABC and Hulu, through his production company, Words + Pictures.
Disney’s board of directors “urges shareholders to protect their investment and the future of the company” by voting for only the Disney-picked 12 nominees, the company said.
“Disney believes all 12 of its nominees are best qualified to create sustainable shareholder value,” the company said. “The Disney board of directors is comprised of engaged, diverse and dynamic leaders whose skills, perspectives and insights are essential in driving profitable growth and delivering on Disney’s strategic priorities as the company navigates ongoing, industry-wide challenges.”
The company continued, “Disney has the right strategy to drive profitable growth and value creation for shareholders and has made substantial progress against our objectives to make our business more efficient and effective, including a sharpened focus on our greatest brand and franchise assets, a continued commitment to cutting costs and a reinstatement of the dividend. The company, its management and the board remain focused on this building plan, which will position our streaming businesses for sustained growth and profitability, reinvigorate the company’s film studios, fortify ESPN for the future and turbocharge growth in Disney’s Experiences business.”
The director candidates Disney’s board recommended that investors vote for are:
Disney CEO Bob Iger
Mark Parker, chairman of the Disney board and executive chairman of Nike
Mary Barra, chair and CEO of GM
Oracle CEO Safra Catz
Amy Chang, former senior executive at Cisco Systems and Google and current director of Procter & Gamble
Carolyn Everson, former senior executive at Instacart, Meta and Microsoft and a current director of the Coca-Cola Co. and Under Armour
Michael Froman, president of the Council on Foreign Relations and former vice chairman and president, strategic growth at Mastercard
Maria Elena Lagomasino, CEO and managing partner of WE Family Offices and a former senior executive at JP Morgan Private Bank and Chase Manhattan Bank and a current director of the Coca-Cola Co.
Calvin McDonald, CEO of Lululemon Athletica
Derica Rice, a former senior executive at CVS Health and Eli Lilly & Co. and a current director of the Carlyle Group, Bristol-Myers Squibb and Target
Morgan Stanley CEO James Gorman
Former Sky chief Jeremy Darroch
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