After The Walt Disney Company announced their Board of Directors nominees and recommended shareholders do not vote for Nelson Peltz and Jay Rasulo, Peltz’s Trian Partners has officially begun a proxy fight to get Board seats.
Trian, Nelson Peltz, and Disney
Trian filed a preliminary proxy statement on Thursday, Variety reports. Trian is hoping to elect their CEO Nelson Peltz and former Disney CFO Jay Rasulo to the Disney Board.
In their own SEC filing, Disney stated:
The Board does not endorse the nominations of Nelson Peltz and James Rasulo put forth by Trian Fund Management, L.P. and its affiliates, led by Nelson Peltz and supported by former Disney executive Isaac Perlmutter (collectively, the “Trian Group”). The Board recommends that shareholders do not vote for the Trian Group nominees, and that they reject a related proposal from the Trian Group to amend the Company Bylaws.
The Walt Disney Company
Trian outlined in their filing with the SEC (Securities and Exchange Commission) what they believe to be Disney’s current issues, Disney’s current paths, and Trian’s own goals.
| Acknowledged Issue | Disney’s Current Path | Trian’s Goals and Initial Perspectives |
| Corporate Governance | Preserve as much of the status quo as possible by playing defense – evidenced by limited changes to compensation and succession processes | Adopt best-in-class governance; finally complete a successful CEO succession; and align management pay with performance |
| Streaming Profitability | “Building ESPN into the preeminent digital sports platform” – lacking a tangible business plan or defined cost to shareholders | Target and achieve Netflix-like EBITDA margins of 15-20% by FY 2027 |
| Future of ESPN | “Improving the output and economy of our film studios” | Commit to a reasonable, defined payback period and return profile on ESPN Flagship DTC and communicate it in detail prior to launch |
| Studio Creativity | “Improving the output and economics of our film studios” | Board-led review of creative processes and structure to restore leadership accountability and reclaim #1 box office position with leading economics |
| Parks and Experiences Growth | “Strategically investing in our Experiences business to turbocharge growth” | Execute on a clear vision for Parks targeting at least high-single digit operating income growth to ensure adequate returns on ~$60bn of capex |
Trian launched a #RestoreTheMagic campaign with RestoreTheMagic.com, writing on the website, “Trian believes Disney is the world’s greatest entertainment company, BUT it hasn’t performed for shareholders[.]”
Peltz said in a statement,
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.
Instead of having a boardroom that would include directors with an ‘ownership mentality’ that can bring fresh perspectives to the company’s challenges, Disney is resisting change and asking shareholders to endorse a board comprised mainly of legacy directors (and their hand-picked successors) who have repeatedly failed to properly plan for CEO succession, misaligned the incentives of management, and failed to oversee or drive a strategy to get the streaming business to profitability or the studios to produce good content.
Nelson Peltz
In an interview with CNBC, Peltz noted that while he and Rasulo would only be two people on a large Board of Directors, sometimes that’s all you need to change minds.
“We’re going to be Batman and Robin,” Peltz said of him and Rasulo. “Boards can get turned around quickly if they start to hear some good points.”
Shareholders will vote for the Board of Directors at a meeting this spring. The date has not yet been announced.
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