Disney announces dates for this year’s annual shareholder meeting, where a controversial proxy battle is expected to be resolved, and urges investors to reject director nominees proposed by two different activist investors. A letter requesting this was issued.
The Mouse House’s 2024 Annual Meeting of Stockholders will be held on April 3, 2024, and all stockholders of record will be entitled to vote at the meeting as of the close of business on February 5.
In a message to shareholders, the company said, “Disney’s Board of Directors will continue to support Trian Group nominees Nelson Peltz and Jay Laslo, or Blackwells nominees Craig Hatkoff and Jessica Schell.” , we do not support Leah Solivan and we believe they will not.” The right range of talent, skills to effectively support the Board’s ongoing efforts to drive profitable growth and shareholder value creation in the face of ongoing industry-wide challenges. , perspective and/or expertise. ”
The company said the current board of directors “believes that the Tryon Group and Blackwells candidates will impede Disney’s transformation efforts.”
Mr. Peltz, who heads the Trian hedge fund, launched the latest proxy fight last fall aimed at revamping Disney’s board and setting an agenda that he says will improve the media conglomerate’s financial health and market value. It started. Tryon controls about $3 billion worth of Disney stock, 78% of which is owned by former Marvel Entertainment chairman Ike Perlmutter. Disney claims Perlmutter, who was fired from his role at Marvel last year, has a “long-standing personal agenda” against Disney CEO Bob Iger.
According to Disney, Peltz “has no media experience and has not presented strategic ideas to Disney,” while Laszlo, Disney’s former chief financial officer, “left Disney in 2015. “And it’s outdated considering they don’t hold executive positions in the industry.” Since then. “
In Wednesday’s filing, Mr. Tryon identified two Disney board members whom Mr. Peltz wants removed: Michael Froman, chairman of the Council on Foreign Relations, and CEO and managing director of investment advisory firm WE Family Offices. His partner, Maria Elena Lagomasino, has been identified.
Meanwhile, Blackwells Capital, an investment firm opposed to Mr. Peltz’s proxy campaign, had formally nominated three candidates for Disney’s board of directors. Craig Hatkoff, co-founder of the Tribeca Film Festival. and Leah Solivan, founder of TaskRabbit. Blackwells said the nominee will “contribute to the company’s continued growth and transformation efforts under existing leadership” and that the move appears aimed at undermining Tryon’s challenge. Stated.
In a letter to shareholders, Disney said Hatkov and Solivan “do not have the experience or skills that would be useful in a large public media or entertainment company.”
The company said Mr. Shell will not be an independent director and “has no experience serving as a director of a public company.” Shell will become an independent director as his older brother Connor Shell develops, produces and sells content through his production company Words & Pictures to media companies including Disney’s ESPN, ABC and Hulu. It probably won’t happen.
By voting only on the 12 Disney-selected candidates, Disney’s board “encourages shareholders to protect their investments and the company’s future,” the company said.
“Disney believes all 12 candidates are best suited to create sustainable shareholder value,” the company said. “Disney’s Board of Directors is comprised of passionate, diverse, and dynamic leaders whose skills, perspectives, and insights will help drive profitable growth and support Disney’s ongoing industry-wide efforts. It is essential to achieving our strategic priorities in addressing challenges.”
The company added, “Disney has the right strategy to drive profitable growth and value creation for our shareholders, including an increased focus on our largest brand and franchise assets. “We have made significant progress toward our goal of making our operations more efficient and effective.” efforts to reduce costs and restore dividends; The Company, its management, and Board of Directors remain focused on this construction plan, which will ensure sustained growth and profitability for the Company’s streaming business, reinvigorate the Company’s film studios, and position it for the future. It will strengthen ESPN and accelerate the growth of Disney’s Experiences business. ”
The following director candidates have been recommended by Disney’s Board of Directors for investors to vote on:
- Disney CEO Bob Iger
- Mark Parker, Chairman of the Disney Board of Directors and Executive Chairman of Nike
- Mary Barra, GM Chairman and CEO
- Oracle CEO Safra Catz
- Amy Cheung, former senior executive at Cisco Systems and Google, currently director of Procter & Gamble
- Carolyn Everson is a former senior executive at Instacart, Meta, and Microsoft, and currently serves on the boards of Coca-Cola Co. and Under Armor.
- Michael Froman, Chairman, Council on Foreign Relations, former Vice Chairman and President, Strategic Growth, Mastercard
- Maria Elena Lagomasino is CEO and Managing Partner of WE Family Offices, a former senior executive at JPMorgan Private Bank and Chase Manhattan Bank, and currently serves on the board of directors of The Coca-Cola Company. There is.
- Lululemon Athletica CEO Calvin McDonald
- Delica Rice is a former senior executive at CVS Health and Eli Lilly and Co., and currently serves on the boards of The Carlyle Group, Bristol-Myers Squibb and Target.
- Morgan Stanley CEO James Gorman
- Former Sky Secretary Jeremy Darroch