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Trian Partners Nomination of Nelson Peltz and Jay Rasulo for Disney Board Seats: Analysis and Overview
Trian Partners, the alternative asset management fund co-founded by activist investor Nelson Peltz, officially nominated Peltz and ex-Disney Chief Financial Office Jay Rasulo for seats on the Disney board in January, sparking a fierce proxy battle for the future of the entertainment giant.
The billion-dollar board fight, which has been in the making for more than a year, is set to come to a head at the company’s upcoming annual shareholders meeting. This showdown has attracted bold-faced names and led to increasingly bitter attacks between Disney’s CEO Bob Iger and Peltz, all while Wall Street has largely disregarded the drama and continued to send Disney stock rising higher.
Key Moments in the Battle for Walt Disney’s Board
- Jan. 12: Trian files documents with the Securities and Exchange Commission to nominate Peltz as a director of Disney’s board.
- Jan. 17: Disney states that Peltz lacks the skills and experience to assist the board in delivering shareholder value in a rapidly shifting media ecosystem, rejecting his bid for a board seat.
- Feb. 09: Peltz ends his bid for a board seat after Disney announces a restructuring plan resulting in $5.5 billion in savings and about 7,000 job cuts.
- March 29: Disney lays off Perlmutter as part of the restructuring.
- Oct. 30: Pelmutter gives Trian complete voting power over his Disney shares, raising Trian’s shares to 33 million.
- Nov. 30: Peltz begins his second public bid for Disney board seats.
The battle continued into 2024 with Disney naming 12 nominees for the board of directors on Jan. 16, while Trian filed documents with the SEC on Jan. 18 nominating Peltz and former Disney CFO Jay Rasulo for seats on Disney’s board of directors.
On March 4, Trian released a 133-page paper outlining Peltz’s plans for the company, including CEO succession, aligning compensation with shareholder value, and developing a strategy to reach margins similar to Netflix’s by 2027.
As the showdown at the annual shareholders meeting approaches, endorsements and criticisms have been flying. JPMorgan Chase CEO Jamie Dimon endorsed all of Disney’s candidates, while Glass Lewis and George Lucas backed Iger and the Disney nominees. However, Institutional Shareholder Services (ISS) endorsed Peltz but withheld its recommendation for Rasulo.
In a controversial move on March 22, Peltz criticized Marvel Studios President Kevin Feige and the studio’s films, drawing ire from Disney and shareholders. Despite the backlash, the proxy advisory firm Egan-Jones endorsed both Peltz and Rasulo on March 26.
With the annual shareholders meeting scheduled for April 3, the battle for board seats and control of Disney is set to reach its climax. The outcome of this proxy battle will have far-reaching implications for the entertainment industry and the future direction of the iconic company.
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