Over a dozen current and former directors from public companies who have worked with Trian Fund Management and its co-founder Nelson Peltz have penned a letter to Disney’s board in support of the activist investor.
“Some of us, like you, were skeptical about Nelson and were initially opposed to the notion of having him on our boards. Some of us worried that he might derail the successful execution of our strategy,” the letter states. “However, after having worked with Nelson, we know that our concerns were misplaced. The companies for which we served as board members alongside Nelson were improved because of his presence on the board.”
While acknowledging that Peltz joined some boards through a “bitter-fought proxy contest,” the directors all emphasized that he “entered the boardroom every meeting with an open mind, a focus on growth for the benefit of stakeholders and a commitment to working constructively towards our common goal of creating long-term shareholder value.”
“With his dedication, focus and sound judgment, Nelson contributed greatly to boardroom discussions. He asked tough questions and challenged our thinking – as any good director does – but was not disruptive or disrespectful,” the letter continued. “To the contrary, Nelson welcomed different perspectives and encouraged debate. Rather than stifle dissent, Nelson often catalyzed robust, productive discussions that helped move our companies forward. Each of us would happily serve with Nelson again on another board.”
The letter is signed by former Legg Mason, Inc. directors Dennis Beresford and John Hayes, former Procter & Gamble director and Home Depot chairman and CEO Francis Blake, Mondelez International directors Charles Bunch and Jorge Mesquita and former non-executive and lead director Jean-François van Boxmeer, Janus Henderson Group plc chair John Cassady and executive director and CEO Ali Dibadj, Wendy’s director Kenneth Gilbert and lead independent director Art Winkleblack, former H.J. Heinz Company directors Dennis Reilley and Thomas Usher and Sysco Corporation director Sheila Talton.
The public endorsement for Peltz comes ahead of Disney’s annual shareholder meeting on April 3, where he and the entertainment giant’s former chief financial officer Jay Rasulo will stand election for seats on the board.
Among the pair’s proposals to “restore the magic” are to introduce a new “streaming margin” incentive for executives to target a Netflix-like 15-20% margin by 2027, review the viability and potentially limit investment in Hulu + Live TV, phase out the Hulu tile in Disney+ and fully consolidate the two streaming services, explore more bundling opportunities and allocate more of its budget to lower-cost, easier-to-produce projects. It also expressed skepticism about ESPN’s viability as a standalone streaming service and said that the company should either scale back its DTC plans and focus on “maximizing the value of ESPN+ and the existing linear business” or move forward with a bundle partner like Netflix or Amazon.
In addition to Trian, Blackwells Capital has nominated former Warner Bros. and NBCUniversal executive Jessica Schell, Tribeca Film Festival co-founder Craig Hatkoff and TaskRabbit founder Leah Solivan. The firm has called on Disney to prioritize artificial intelligence and spatial computing and proposed a real estate and strategic asset review, including a potential split of the company.
Disney’s board has rejected the Trian and Blackwells nominees, arguing they lack the “appropriate range of talent, skill, perspective and/or expertise to effectively support Disney’s building priorities in the face of continuing industry-wide challenges.” It also slammed the Peltz and Rasulo’s “track record of value destruction.”
Instead, it recommends that shareholders vote for its 12 board nominees, which include CEO Bob Iger, Mary Barra, Safra Catz, Amy Chang, Carolyn Everson, Michael Froman, Maria Elena, Lagomasino, Calvin McDonald, Mark Parker and Derica Rice, as well as recent appointees James Gorman and Jeremy Darroch.
In addition to the directors, proxy advisory firm Institutional Shareholder Services has recommended that shareholders vote for Peltz, though they notably said to withhold votes for Rasulo.
Meanwhile, Disney has received support from proxy advisory firm Glass Lewis, “Star Wars” creator George Lucas, activist investor ValueAct Capital, J.P. Morgan CEO Jamie Dimon, former Walt Disney Imagineering president Bob Weis and Walt Disney’s grandchildren.
Disney shares have climbed 20.7% in the past year, 28.5% year to date and 40.8% in the past six months.
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