Activist investor Nelson Peltz and his firm, Trian Partners, are seeking multiple seats on Disney’s board, raising the prospect for a renewed proxy fight that the company immediately discounted as part of a “personal agenda” on Thursday.
“This morning, following conversations with Disney’s CEO, Disney extended an offer to Trian to meet with the board but informed Trian that the board is turning down Trian’s recent request for board representation, including Nelson Peltz,” Trian said in a statement.
Peltz, who with control of 33 million Disney shares estimated at $2.5 billion is one of the entertainment giant’s largest shareholders, pulled back on a proxy battle in February after CEO Bog Iger announced $3 billion in cost cutting at the entertainment giant.
Disney pointed to former Marvel Entertainment chairman Ike Perlmutter’s stake, which comprises 25 million shares, or 78% of the shares under Trian’s control, in a statement slapping back at the investment firm’s efforts.
“This dynamic is relevant to assessing Mr. Peltz and any other nominees he may put forth as directors, as Mr. Perlmutter was terminated from his employment by Disney earlier this year and has voiced his longstanding personal agenda against Disney’s CEO, Robert A. Iger, which may be different than that of all other shareholders,” the statement said.
Peltz has waited to see Disney’s quarterly results earlier this month before a widely expected effort to renew his quest for seats on the board.
“Since we gave Disney the opportunity to prove it could ‘right the ship’ last February, up to our re-engagement weeks ago, shareholders lost ~$70 billion of value,” Trian’s statement Thursday continued. “Disney’s share price has underperformed proxy peers and the broader market over every relevant period during the last decade and over the tenure of each incumbent director.”
Trian’s moves Thursday followed Disney’s addition of two new board members: former Sky TV CEO D. Jeremy Darroch and Morgan Stanley CEO James Gorman to its board, in a move CNBC said was “widely seen as a bid to fend off a potential challenge from Peltz.”
Disney said, “Their appointments reflect Disney’s commitment to a strong board focused on the long-term performance of the company, strategic growth initiatives, the succession planning process, and increasing shareholder value.”
But Trian said in its statement that while Gorman and Darroch “represent an improvement from the status quo,” these new directors “will not, in our view, restore investor confidence or address the root cause behind the significant value destruction and missteps that this board has overseen.”
Traders didn’t much of the developments. Disney shares were flat in Thursday trading at midday, down just 6 cents, to $92.44. After several volatile months, the stock is basically back to where it started the year, at $93.92.
That’s a big part of the problem in Peltz’s eyes.
According to Trian, “Investor confidence is low, key strategic questions loom, and even Disney’s CEO is acknowledging that the company’s challenges are greater than previously believed,” the statement said.
Trian said it plans to “take our case for change directly to shareholders,” indicating a new proxy battle. The nomination window for new board members opens on Dec. 5 and runs until Jan. 4, according to Disney’s latest proxy statement.
Peltz and Trian are not asking Disney to give Perlmutter a seat on the board nor to rehire him, TheWrap previously reported.