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Atlanta Economic Times-Disney wins proxy fight against activist investor Nelson Peltz, as shareholders reelect full board



Preliminary results indicate that Disney shareholders reelected the media conglomerate's entire board on Wednesday, dealing a crushing blow to activists Nelson Peltz and former Marvel CEO Ike Perlmutter, who both pushed for reform at one of America's most illustrious firms.



The widely anticipated win puts an end to a contentious months-long process and validates the board's choices, including the decision to reinstate CEO Bob Iger and his endeavors to revitalize the $223 billion media conglomerate. Maria Elena Lagomasino and Michael Froman, two directors, were targeted for removal by Peltz-led Trian Partners due to persistent share underperformance, an ineffective succession plan, and billions of dollars in misallocated assets.


According to a person with knowledge of the situation, Peltz was defeated by Lagomasino by a score of two to one. That individual said that Disney had overwhelming support among retail voters, contributing to Iger 94% of the total vote. Jay Rasulo, the former chief financial officer of Disney, who Trian also nominated, was defeated by Lagomasino by a far greater 5-1 margin. It was described as Peltz's worst loss to date.



According to a second individual with knowledge of the situation, the director vote had a turnout that was in the mid-60s percentile. Roughly 63% of Disney stockholders cast ballots in 2023. In its own vain attempt, Blackwells, another activist, was unable to get board seats."I would like to express my gratitude to our shareholders for their faith in our management and board. Now that the distracting proxy war has ended, Iger stated in a release, "We are excited to devote all of our attention to our top goals, which are development and value creation for our shareholders and creative excellence for our customers.


Disney invested a lot of money in the proxy war. The corporation reached out to its founding family, George Lucas, the inventor of Star Wars, Jamie Dimon, the CEO of JP Morgan, and Laurene Powell Jobs, the widow of Steve Jobs, the CEO of Apple and Pixar.



Peltz and his company have taken part of the credit for the increase in the company's stock, even though he will not be joining the Disney board.



"Although the result of this proxy fight disappoints us, Trian is very grateful for all of the support and communication we have received from Disney stakeholders. In a statement, Trian stated, "We are proud of the impact we have had in refocusing this Company on value creation and good governance."


Additionally, the business reportedly spent $40 million thwarting Peltz. Full-court pressure was effective. In the last days leading up to the meeting on Wednesday, Vanguard and BlackRock, Disney's two biggest shareholders, made the decision to support management. Ultimately, the activists were unable to persuade a sufficient number of individual or institutional investors that he had a workable strategy to turn around the House of Mouse. Although smaller institutional investors and proxy advisers gave significant support to Peltz's campaign, shareholders were less pressured by Rasulo.



Blackwells rejoiced that Peltz was not elected, even if its choices did not result in board seats.



"Keeping Nelson Peltz out of the Disney Boardroom was Blackwells' primary objective," the company said in a statement. Any one of our choices would have been beneficial to the firm for the difficult effort over the coming years to progress this venerable organization, but we honor the decision made by the shareholders.


Peltz, who prefers not to be referred to as an activist but has spearheaded successful campaigns at venerable firms like Wendy's, P&G, and PepsiCo, is in control of $3.98 billion, or roughly 2% of all outstanding shares in Disney. Perlmutter is the owner of the majority of those shares.



Despite losing at the board, Trian and Perlmutter still made a lot of money since Disney shares had increased by over 50% since Peltz's campaign started. In comparison to the paper profits in the share he holds, Peltz is partially liable for the estimated $25 million spent on the case.


Even when the conflict with Peltz is behind it, Disney still has to overcome extraordinary obstacles. Because ESPN has been losing customers for years, there are concerns about whether the company is ready to compete with streaming startups. Disney's streaming division is losing money while spending billions to acquire members in an attempt to overtake Netflix, the market leader.



Most importantly, the business is looking for Iger's replacement for the second time in five years. Trian utilized Disney's disastrous succession plan—in which Iger's hand-selected successor Bob Chapek was removed from office after just two years—as a major cause of contention.



"We appreciate your faith in Disney project management and the bold plans we're putting in place to grow for the future throughout all of our businesses," ger remarked upon the release of the preliminary voting results. We're here to devote all of our attention to our top priorities—growth and value creation for our shareholders and creative excellence for our customers—now that this distracting proxy fight is over. Once again, I want to thank you for your help and ongoing commitment to this.


There is proof that significant proxy advisers supported Peltz's contention that the board lacked the necessary resources to handle a second search process.



In their advice to investors, shareholder advisory companies Glass Lewis and ISS both mentioned the succession difficulties. Glass Lewis sided with Disney, stating that the company now has a "adequate opportunity to launch a more credible succession program and develop, communicate, and execute on several key initiatives which appear to reasonably target acknowledged operational and financial weaknesses at Disney" as a result of Iger's return and this year's nominations of James Gorman, the executive chairman of Morgan Stanley, and Jeremy Darroch, the CEO of Sky.



When Disney made a number of significant announcements on its earnings call in February, investors cheered, including that It has secured a $1.5 billion strategic investment in Epic Games, the exclusive streaming rights to Taylor Swift's concert footage from her Eras Tour, and a flagship streaming service from ESPN.



The barrage of announcements, according to Peltz, was a "spaghetti-against-the-wall" scheme designed to "distract shareholders."



Since Disney released its fiscal first-quarter earnings report in early February, the company's shares had increased by 23%.


Writing By Tristan Taylor


Head Editor & Chief : Kennedy Lucas Patterson

Presented By "Kennedy Lucas & Associates

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© 2024 The Vox Times By K.L.P Entertainment

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