Trian Partners founder and CEO Nelson Peltz has nominated himself and former Walt Disney Co (NYSE:DIS) CFO Jay Rasulo to Disney’s board as part of his ongoing proxy fight with the entertainment giant.
What To Know: Trian Partners previously announced it would nominate two directors at Disney’s 2024 annual meeting as part of a proxy battle at Disney.
Disney made it clear this week it “does not endorse” any of the candidates nominated by activist shareholders. Instead, the company urged shareholders to support Disney's 12 nominees.
In a preliminary proxy filing on Thursday, Peltz called out Disney for refusing to engage with its largest shareholder. Trian Partners announced last year that it owns close to 33 million shares.
"It is unfortunate that a company as iconic as Disney and with so many challenges and opportunities has refused to seriously engage with us, its largest active shareowner, about board representation," Peltz said.
“We will seek the support of shareholders for meaningful change in the Board's composition. It is time to ‘Restore the Magic' at Disney.”
To “restore the magic,” Trian Partners called on Disney to target “Netflix-like margins” of 15% to 20%, complete a CEO succession plan and align management pay with performance.
Peltz made an appearance on CNBC’s “Squawk On The Street” Thursday morning immediately after the proxy filing was released and further explained his firm’s push for changes at Disney.
“We love Disney and it saddens me that the board didn’t welcome me because our goal is just to work with them … and to help them make the company better,” Peltz said on the show.
“This board, from Bob [Iger] to every independent director, has underperformed the S&P on every measure: one year, three years, five years, 10 years.”
This is Peltz’s second proxy battle with Disney in the past two years. The activist investor told CNBC the board promised him changes last year and then “things got worse,” so he can’t continue to give them opportunities.
Peltz also suggested Iger shouldn’t have been paid nearly as much as he was in 2023 because company earnings were down, the stock price was down and “everything went bad.”
Reports from this week showed the Disney CEO’s compensation more than doubled last year to $31.6 million. He was paid a base salary of $865,385, stock awards worth $16.1 million, stock option awards of $10 million, performance-based compensation of $2.1 million and $2.48 million in other compensation.
“I don’t understand what this board is doing. I don’t know what they’re there for other than friends of Bob [Iger],” Peltz said.
Disney’s annual shareholder meeting is expected to take place in the spring of 2024. An official date has not yet been announced by the company.
Photo: Bob Iger, photo by Josh Hallett, via Flickr Creative Commons
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