Disney poised to claim victory in bitter Peltz board fight

[April 03, 2024]  By Dawn Chmielewski and Svea Herbst-Bayliss

LOS ANGELES (Reuters) -A multimillion-dollar, mud-slinging battle over Walt Disney's future will officially end on Wednesday when the company is expected to announce that shareholders rejected two hedge fund bids to shake up the entertainment giant's board.

On Tuesday, Disney secured enough shareholder votes to defeat a challenge from billionaire investor Nelson Peltz and Blackwells Capital, sources familiar with the matter told Reuters. The sources cautioned that there was a possibility that some shareholders may change their votes.

If Disney does prevail, it will be a victory for Chief Executive Bob Iger as he steers the Mouse House through the industry's shift to streaming.

The company's largest shareholder, Vanguard Group, and other investors had voted in favor of Iger and the 11 other incumbent directors, people familiar with their votes said.

Spokespeople for Disney did not immediately respond to a request for comment. Trian and Blackwells had no comment.

Official results will be disclosed at Disney's annual shareholder meeting, which is scheduled to stream live starting at 10 a.m. Pacific time (1700 GMT) on Wednesday.

Peltz, CEO of Trian Fund Management, and Blackwells have been seeking five seats between them on Disney's 12-person board. The activists argued the $225 billion media company has bungled its CEO succession planning, lost its creative spark and failed to properly harness new technology.

The tussle has been bitter and closely watched, serving as a referendum on Disney's efforts to reinvigorate its film and television franchises, make its streaming business profitable and find partners to help build sports network ESPN's digital future.

Both sides have spent millions of dollars on campaigns trying to persuade voters and have launched public and personal attacks.

Peltz has been seeking a board seat for himself and for former Disney Chief Financial Officer Jay Rasulo. Disney said the pair lacked the necessary skills, offered "nothing new" in their suggestions for improvement and noted that Rasulo had been passed over to succeed Iger.

Nelson Peltz founding partner of Trian Fund Management LP. speak at the WSJD Live conference in Laguna Beach, California October 25, 2016. REUTERS/Mike Blake/File Photo

Peltz at one point responded that Disney was "stupid" in opposing him, arguing that he was trying to help Iger.

In the final hours before voting closed, billionaire activist investor Bill Ackman, himself a veteran of proxy contests, said in a post on X that Peltz would be "greatly additive" to the Disney board.

Trian was Disney's fifth-biggest shareholder with a 1.76% stake as of Dec. 31, according to LSEG data. The hedge fund's $3 billion bet on Disney was largely responsible for its underperformance last year relative to its activist peers, according to financial details provided to Reuters by a Trian investor.

Disney's shares peaked in March 2021 at $201.91 when the company was gaining streaming subscribers. The stock price later fell as the streaming division kept losing money. Disney's board fired then-CEO Bob Chapek, bringing Iger back to the helm.

This year, shares have recovered 35% to close at $122.82 on Tuesday, lifted by positive earnings and initiatives such as a $1.5 billion investment in "Fortnite" maker Epic Games and a sports streaming app with Fox Corp and Warner Bros Discovery. They remain down 39% from their record high.

Iger, 72, secured a string of public endorsements rarely seen in proxy fights. They included "Star Wars" creator George Lucas, members of the Disney family, JPMorgan Chase CEO Jamie Dimon and Emerson Collective founder Laurene Powell Jobs.

Disney also received the backing from proxy advisory firm Glass Lewis. Another advisory firm, Institutional Shareholder Services, had recommended Peltz, and pension fund giant California Public Employees Retirement System (CalPERS) backed Peltz and Rasulo.

(Reporting by Dawn Chmielewski and Svea Herbst-Bayliss; Writing by Lisa Richwine; Editing by Jamie Freed and Sonali Paul)

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