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Disney slams proxy fight rival Nelson Peltz in political-style ad

LOS ANGELES, CA - JUNE 02: The entrance to Walt Disney Co. is seen from West Alameda Ave. in Burbank on Wednesday, June 2, 2021 in Los Angeles, CA. This is their corporate headquarters building. (Dania Maxwell / Los Angeles Times)
Walt Disney Co. is going on offense in its proxy fight. (Dania Maxwell / Los Angeles Times)

Walt Disney Co. is stepping up its campaign against activist investor Nelson Peltz, warning shareholders in a new video that it would be "disruptive and destructive" to add Peltz and former Disney executive Jay Rasulo to the company's board.

The nearly three-minute campaign message, posted to the Vote Disney website Monday, suggests the Burbank entertainment giant is taking seriously the threat posed by Trian Partners Chief Executive Peltz, who launched his firm's proxy fight last fall. The current skirmish is Peltz's second attempt to gain more influence over the legendary company and its executives.

Trian has asked for two board seats to make room for Peltz and Rasulo, a former Disney chief financial officer. The election will be decided at the April 3 annual meeting of Disney shareholders. Separately, a second investor, Blackwells Capital Group, also is aiming to shake up Disney's board, which has largely been seen as in sync with Chief Executive Bob Iger and his initiatives.

Although Trian's campaign has appeared to lose momentum in recent weeks, the effort continues to receive support, particularly from major shareholder and longtime Marvel Entertainment Chairman Ike Perlmutter, who has pledged his shares to the Trian nominees.

Read more: Why Bob Iger's second act at Disney is looking brighter after a rough start

Disney's new video has the trappings of a tough-knuckled political-style advertisement. It includes ominous music chords, slick graphics and unflattering pictures of Peltz and Rasulo. The video is packed with critical commentary about the pair's abilities and agendas.

An announcer intones that if Trian succeeds in its proxy battle, "Disney could suffer the same fate as other great companies that Peltz has previously infiltrated, such as G.E. and DuPont. Nelson Peltz has a long history of attacking companies to the ultimate detriment of shareholder value."

In response, a Trian spokesperson blasted Disney in a statement, saying the new video contained "false and misleading statements" to divert attention away from "Disney’s poor performance" in recent years.

"To suggest that Nelson Peltz is an 'infiltrator' (he has been elected overwhelmingly by shareholders in 48 elections) is offensive and highly dismissive of shareholder democracy,” the Trian statement said.

The video, which Disney plans to distribute to institutional shareholders, describes Rasulo as a bitter former Disney employee "who was passed over for a promotion nearly a decade ago."

Rasulo once ran Disney’s vaunted theme parks business and moved into the CFO role during an earlier stab at succession planning by the company. But Rasulo left the company in 2015 after he lost a bid to become Iger's No. 2. Instead, Tom Staggs was named chief operating officer.

Nelson Peltz
Trian Partners Chief Executive Nelson Peltz launched his firm's proxy fight last fall. The current skirmish is Peltz's second attempt to gain more influence over Walt Disney Co. and its executives. (Calla Kessler / Bloomberg / Getty Images)

"He hasn't been employed since leaving Disney, and the last time he joined the board of a media company, the stock tanked," the video announcer said as the screen showed a falling stock price by radio company iHeart Media.

Perlmutter is dismissed as "another disgruntled former employee," who has "his own lengthy record of destructive behavior inside Disney," the video said, noting Perlmutter's "well-documented grudge" against Iger.

The proxy battles were seeded in Disney's struggles last year. The company has not fully recovered from COVID-19 pandemic disruptions and a mountain of debt that Disney took on to acquire much of Rupert Murdoch's 21st Century Fox, including the Fox movie and television studios.

In a dueling video on Trian's Restore the Magic website, Peltz directs his message to fellow Disney's shareholders, saying: "It's time for the board to understand that their big board fees and management with a huge compensation owe something to us."

Trian has criticized Disney for its CEO succession struggles and what it deems as outsized compensation for managers. Its platform also demands that Disney focus on "achieving significant and sustained profitability” in streaming with "Netflix-like margins of 15-20%" by fiscal 2027.

Bob Iger arrives at the 2023 Oscars.
Disney Chief Executive Bob Iger arrives at the 2023 Oscars ceremony in Los Angeles. The company's stock is up 24% so far this year. (Jordan Strauss / Invision / Associated Press)

Disney and other traditional rivals — including Paramount Global and Warner Bros. Discovery — have been fighting an uphill battle to maintain their standing in the wake of Netflix’s takeover of the television industry and the arrival of global behemoths Apple and Amazon into the video streaming arena. The traditional companies have spent billions of dollars to carve out a streaming presence.

Last year's dual strikes by SAG-AFTRA and the Writers Guild of America dealt another blow to Disney and other traditional entertainment companies.

But Disney has gained ground among investors. Its stock is up 24% so far this year.

Last month, while discussing stronger-than-expected earnings, Iger made several announcements designed to keep Disney ensconced in pop culture: ESPN will anchor a new sports streaming service launching next fall. Disney+ will be the streaming home for Taylor Swift’s concert tour movie. And Disney paid $1.5 billion for a minority stake in Epic Games, maker of the popular "Fortnite" series.

Disney had its best day since 2021 on Wall Street after the earnings report.

Read more: 'We have to go to war': The man battling Disney's Bob Iger — and increasingly long odds

Disney's video message also dismissed Peltz's motives.

"His quest also seems more about vanity than a belief in Disney," the video announcer said. "Why else would he sell 500,000 Disney shares over the past six months in the middle of his proxy fight?”

Disney's shares rose $1.99, or 1.8% to $112.31 on Monday.

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This story originally appeared in Los Angeles Times.