The Walt Disney Company has gone through a ton of changes this year.
From a Bob Iger-led restructuring of the company to a state takeover of the Reedy Creek Improvement District, a lot has happened in 2023. Now, the Walt Disney Company Board of Directors has appointed two new members — and it just might lead to a proxy battle at the company.
According to Disney, James P. Gorman and Sir Jeremy Darroch have been appointed as new directors, effective February 5th, 2024, and January 9th, 2024, respectively.
“James and Jeremy are both widely respected leaders in their industries, and their expertise will complement the talents and experience of the Disney board as we continue to focus on delivering for consumers and shareholders alike,” said Mark G. Parker, Chairman of the Board for The Walt Disney Company.”
Disney also shared that Gorman and Darroch will be included in the company’s slate of directors nominees in the proxy statement for Disney’s 2024 Annual Meeting of Shareholders. This comes at the heels of an announcement that board member Francis A. DeSouza will not seek reelection in the annual meeting.
According to CNBC, this move may have been a bid to fend off a challenge from long-time Bob Iger critic, Nelson Peltz, who stated his intention, with his firm, to seek more than two seats on the Board. Trian Fund Management, which Peltz co-founded, said that it “intends to take our case for change directly to shareholders.”
Trian continued, “while James Gorman and Sir Jeremy Darroch represent an improvement from the status quo, the addition of these directors will not, in our view, restore investor confidence or address the root cause behind the significant value destruction and missteps that this Board has overseen.”
However, Disney has suggested that this proxy fight stems from a grudge held by Peltz ally, Ike Perlmutter — a former Disney executive who was fired by Disney earlier this year. “Mr. Peltz, in partnership with Isaac Perlmutter, a former Disney executive, intends to take its case to shareholders. Mr. Perlmutter owns 78% of the shares that Mr. Peltz claims beneficial ownership of, or more than 25 million of the 33 million shares,” Disney said in a statement.
Disney continued, “this dynamic is relevant to assessing Mr. Peltz and any other nominees he may put forth as directors, as Mr. Perlmutter was terminated from his employment by Disney earlier this year and has voiced his longstanding personal agenda against Disney’s CEO, Robert A. Iger, which may be different than that of all other shareholders.”
This is not the first time Peltz has created tension with the Board. Earlier this year, Peltz made moves for a seat on the Board after his company, Trian, took nearly $800 million stake in Disney. At that time, Iger was able to fend off a proxy battle with his restructuring of the company and mass layoffs.
We’ll keep an eye out for any updates, so stay tuned to AllEars for more.
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