Almost exactly a year ago, Nelson Peltz, a billionaire activist investor, began a proxy war with The Walt Disney Company (DIS), seeking to join its board and gain influence over corporate strategy. Peltz alleged that Disney’s board members were too connected to CEO Bob Iger and that they need voices not afraid to criticize him. After Peltz’s first attempt to gain a board seat for himself in January 2023, Disney denied him and said the activist investor lacked the “skills and experience” to serve on the governing body of the media conglomerate.
Recently, activist hedge funds ValueAct and Blackwells have agreed to defend Disney against Peltz. Peltz’s activist fund, Trian Fund Management, used its $3 billion stake in Disney to nominate Peltz and ally Jay Rasulo, who previously served as Disney’s chief financial officer, to the company’s board in December 2023.
Blackwells’ $5 million stake in Disney pales in comparison to Trian’s, while ValueAct has not disclosed the size of its Disney stock holding, both hedge funds back Iger while pushing back on Peltz’s influence. Blackwells has nominated three individuals to join Disney’s board. However, Disney has said it does not recommend shareholders to elect them.
Disney’s current board has 12 directors who bring expertise from a range of companies: Sephora, General Motors, and Lululemon Athletica, to name a few. A new member, former Morgan Stanley CEO James Gorman, is set to join next month. The board is chaired by former Nike president and CEO Mark Parker.
This proxy fight came on the heels of Disney’s fumbled succession plan, which led to Iger returning to the helm in 2022 after his retirement in 2020. On the financial side, the storied media giant has struggled to make its streaming platform profitable, dealt thousands of layoffs to cut costs, and considered selling its TV assets ABC and FX. Trian has noted on its promotional website, RestoreTheMagic.com, that Disney’s stock has underperformed the S&P 500 index and peer media companies over the last 10 years.
In its 2023 proxy filing, Trian pointed to Disney’s failed CEO succession planning, “over-the-top” compensation practices and the fact that Disney’s EPS has been cut in half since 2018 despite having spent $162 billion on expanding the business. Trian hopes to help Disney achieve “Netflix-like margins of 15-20 percent by FY 2027,” as per the fund’s 2024 filing. While Disney earned $21.2 billion in revenue in the third quarter of 2023, it gained only $264 million in net income, which gave it a net profit margin of 1.24 percent. In comparison, Netflix had a net profit margin of nearly 20 percent during the same time period.
Media conglomerates have been facing challenges for years while attempting to shift from traditional distribution channels to streaming and digital: Disney has begun integrating streaming platforms Disney+ and Hulu while hiking subscription prices twice in 2023 to cover losses. Warner Bros. Discovery, created through WarnerMedia’s AT&T spin-off and a merger with Discovery Inc, is reportedly seeking another merger with Paramount as both companies struggle with grow revenue.
Here is a timeline of events in Nelson Peltz’s proxy fight against Disney:
January 12, 2023: Trian Fund Management formally announced CEO Nelson Peltz is seeking a Disney board seat, saying the company’s “recent performance reflects the hard truth that it is a company in crisis.”
January 17, 2023: Disney urged shareholders not to elect Peltz to the board, saying he “lacks the skills and experience.”
February 9, 2023: Peltz formally concludes the proxy campaign, applauding Disney for a massive restructuring project to cut $5.5 billion in costs.
October 30, 2023: Ike Perlmutter, the head of Marvel who sold the company to Disney in 2009 and remained there until his firing in March 2023, gave Peltz the voting rights of his 25 million Disney shares, bringing Trian’s total Disney stake to 33 million shares valued at roughly $3 billion.
November 30, 2023: Peltz moved to request three Disney board seats, while Disney released a statement alleging Peltz’s ally Perlmutter has “longstanding personal agenda” against Iger.
December 14, 2023: Peltz nominated himself and former Disney CFO Jay Rasulo to the Disney board and began a campaign to convince shareholders of their election.
January 4, 2024: ValueAct and Blackwells moved to back Iger and Disney’s board.
January 18, 2024: Trian filed a preliminary proxy statement for Disney’s 2024 annual shareholders meeting, expected to occur some time in the spring.
