Disney’s Board Candidates Pull Ahead of Activist Investor Nelson Peltz With More Than Half Votes Cast: Report

Todd Spangler
·3-min read

Disney and CEO Bob Iger have pulled into the lead for each of their 12 board candidates to win reelection — with activist investor Nelson Peltz trailing — after more than half of shareholder votes have been cast ahead of the Mouse House’s April 3 annual meeting, according to the Wall Street Journal.

Two of Disney’s institutional investors — BlackRock (which owns about 4.2% of outstanding shares) and T. Rowe Price (0.5%) — are supporting the company’s slate of directors, which includes Iger, per the Journal, citing anonymous sources.

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The WSJ article did not indicate how big a lead Disney’s 12-member board slate reportedly has over Peltz at this juncture. According to the Journal’s report, with about 20% of shares voted as of late last week, Peltz had been leading the race to replace incumbent Disney board member Maria Elena Lagomasino (while Trian’s other nominee, ex-Disney CFO Jay Rasulo, was trailing).

A T. Rowe Price spokesperson confirmed that more than 99% of the shares the asset-management firm owns have voted for all of Disney’s recommended nominees, including the two incumbent directors (Lagomasino and Michael Froman) whose board seats are being challenged. “We are comfortable that management has a viable plan to address the important matters facing the company,” the T. Rowe Price rep said in a statement.

Reps for Disney and Trian did not respond to requests for comment on the report. A BlackRock spokesman declined to comment.

Disney’s 2024 annual meeting of shareholders will be held virtually Wednesday, April 3, starting at 10 a.m. PT. Eligible shareholders have been able to cast their votes prior to the meeting online, via mail or by telephone. Shareholders may vote at the meeting but Disney says it “strongly” encourages them to do so by 11:59 p.m. ET on April 2. The vote counts will be announced at the April 3 meeting.

The ultimate outcome of the proxy fight is still up in the air. Overall, individual Disney shareholders own more than one-third of outstanding shares, making them a significant factor in deciding the board election.

SEE ALSO: Disney Board Showdown: What’s at Stake at Contentious 2024 Shareholder Meeting

Peltz’s Trian controls some 32 million Disney shares (1.8% of the outstanding total), 79% of which are owned by former Marvel Entertainment chief Ike Perlmutter (who has a “longstanding personal agenda” against Iger, according to Disney).

Peltz, who as an activist investor has won seats on the boards of companies including H.J. Heinz and Procter & Gamble, has argued that Disney’s shares have underperformed its peers and the broader market over the last several years. Peltz’s proxy campaign to bring fresh thinking to Disney’s board has won support from influential advisory firm Institutional Shareholder Services (ISS), which recommended shareholders elect Peltz to the Disney board (but not Rasulo) in part citing Disney’s “failed” CEO succession planning.

Disney has told shareholders that Peltz “brings no media experience and has presented no strategic ideas for Disney” and has called Trian’s proxy fight “disruptive and destructive,” fueled by Peltz’s “vanity” and Perlmutter’s beef with Iger.

Supporters of Disney’s board candidates and Iger’s leadership include leading proxy-advisory firm Glass Lewis; filmmaker George Lucas, who is Disney’s largest individual shareholder; former Disney CEO Michael Eisner; Laurene Powell Jobs, founder and president, Emerson Collective; and the grandchildren of Walt Disney and his brother Roy O. Disney (including filmmaker Abigail Disney).

Peltz’s Trian last week claimed it “supports Mr. Iger as a candidate for the board and as CEO” and asserted that its goal was to shake up the Disney board because it “botched its most important job – CEO succession – by installing Bob Chapek in that role seemingly without appropriate vetting or oversight.” However, Trian withheld its votes for Iger’s reelection to the Disney board.

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