Nelson Peltz and Blackwells Capital Defeated in Disney Proxy Fight

Nelson Peltz and Blackwells Capital have lost their proxy fights to get their nominees onto the Disney Board of Directors, according to Reuters.

Disney Board of Directors Proxy Fights

Disney's Board of Directors in 2023
Disney Board of Directors

Ahead of Disney’s annual shareholders meeting, the company announced that their current Board of Directors was successfully re-elected. This slate of executives includes:

  • Mary T. Barra – Chair and Chief Executive Officer of General Motors Co.
  • Safra A. Catz – Chief Executive Officer of Oracle Corp. and its former President
  • Amy L. Chang – former senior executive at Cisco Systems, Inc. and Google; current director of Procter & Gamble Co.
  • D. Jeremy Darroch – former Executive Chairman and Group Chief Executive Officer of Sky
  • Carolyn N. Everson – former senior executive at Instacart, Meta Platforms, Inc., and Microsoft Corp.; current director of The Coca-Cola Co. and Under Armour Inc.
  • Michael B.G. Froman – President of the Council on Foreign Relations and former Vice Chairman and President, Strategic Growth at Mastercard Inc.
  • James P. Gorman – Executive Chairman and former Chairman and Chief Executive Officer of Morgan Stanley
  • Robert A. Iger – Disney’s Chief Executive Officer, formerly also served as Chairman
  • Maria Elena Lagomasino – Chief Executive Officer and Managing Partner of WE Family Offices; former senior executive at JP Morgan Private Bank and Chase Manhattan Bank; current director of The Coca-Cola Co.
  • Calvin R. McDonald – Chief Executive Officer of lululemon athletic inc.
  • Mark G. Parker – serves as Chairman of the Disney Board; Executive Chairman of NIKE, Inc. and its former Chairman, President, and Chief Executive Officer
  • Derica W. Rice – former senior executive at CVS Health Corp. and Eli Lilly and Co.; current director of The Carlyle Group Inc., Bristol-Myers Squibb Co., and Target Corp.
A two-photo collage of Nelson Peltz and Jason Rasulo
Nelson Peltz and Jay Rasulo

Nelson Peltz, CEO of Trian Fund Management, first pushed for a seat on the Disney Board in early 2023. He soon after gave up on this proxy fight, but in the fall, he picked up efforts again. With former Marvel Entertainment Chairman Ike Perlmutter on his side, Peltz nominated himself and former Disney CFO Jay Rasulo for the Board. Disney turned down Peltz’s request for seats and amended their bylaws regarding nominations by outside parties. The proxy fight officially began.

Blackwells Capital nominees Leah Solivan, Craig Hatkoff, and Jessica Schell
Leah Solivan, Craig Hatkoff, and Jessica Schell

Blackwells Capital launched a campaign for seats in early 2024, nominating former Warner Bros. and NBCUniversal executive Jessica Schell, Tribeca Film Festival co-founder Craig Hatkoff, and TaskRabbit founder Leah Solivan. Disney, meanwhile, officially nominated all of their current Board members, including the recent additions of Morgan Stanley Chairman and CEO James P. Gorman and former Group Chief Executive of Sky Jeremy Darroch. Peltz hoped to replace Maria Elena Lagomasino and Michael Froman.

Disney and Iger repeatedly urged shareholders to vote for their nominees and not Trian’s or Blackwells’. Strategies included a personal plea by Iger, a letter highlighting their progress during Iger’s tenure, a video of Ludwig Von Drake explaining how to vote, and a political ad-style attack video.

Peltz blamed the current Board for Disney’s “declining financial performance” and suggested bundling ESPN+ with another streamer for increased profitability. In Trian’s “white paper” of recommendations, they stated Peltz and Rasulo would initiate a board-led review of Disney’s creative process and structure.

Blackwells suggested splitting The Walt Disney Company into three segments and using AI technology to bring characters to life.

Influential proxy advisory firm Institutional Shareholder Services (ISS) supported Peltz’s nomination, although not Rasulo’s nor Blackwells’. Peltz also gained support from Egan-Jones, Neuberger Berman, and the California Public Employees’ Retirement System.

Proxy advisor Glass Lewis, on the other hand, supported Disney and Iger. BlackRock and T. Rowe Price also reportedly supported Disney. Disney also saw public support from former Imagineer Bob Weis, George Lucas, JPMorgan Chase CEO Jamie Dimon, Olaf voice actor and Disney Legend Josh Gad, and the grandchildren of Walt and Roy Disney.

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