NEWS: Disney Gains Powerful Ally in Proxy Battle for Board Seats

The Walt Disney Company has just gained a powerful ally in the upcoming proxy battle for board seats.

Nelson Peltz — a long-time Iger critic — stated his intention, with his firm, Trian Fund Management, to seek two seats on the Board last month. Trian, which Peltz co-founded, said that it “intends to take our case for change directly to shareholders.” But, an investment firm has just signed on to help Disney remain in control of the board — here’s what we know.

Disney has since made a statement regarding the nominations, defending its current board. “Disney has an experienced, diverse, and highly qualified Board that is focused on the long-term performance of the Company, strategic growth initiatives including the ongoing transformation of its businesses, the succession planning process, and increasing shareholder value,” the company said.

©ValueAct Capital

And now, Disney is bolstering its board lineup by partnering with ValueAct Capital Management, L.P. The two companies have entered into a confidentiality agreement “that enables the company to provide information to the investment firm and consult with ValueAct on strategic matters, including through meetings with the Disney Board and management.”

©Disney

According to Disney, ValueAct has “experience investing in media and technology companies navigating significant business transformations, including Spotify, The New York Times, 21st Century Fox, Nintendo, Microsoft, Adobe and Salesforce.”

“ValueAct Capital has a track record of collaboration and cooperation with the companies it invests in, and its Co-CEO Mason Morfit has been very constructive in the conversations we’ve had over the past year. We welcome their input as long-term shareholders,” said Disney CEO Bob Iger.

But, the most important piece of this partnership is ValueAct’s confirmation that it will support the Disney Board of Directors’ recommended nominees for election at the 2024 Annual Shareholders Meeting.

Disney will have to put up a fight, as Nelson Peltz and Trian are back with another bid — this time, for two board seats. Now, Peltz and his firm are causing more headlines after nominating himself and Disney’s ex-CFO for seats on the board.

©Trian Partners

Jay Rasulo, the ex-CFO, was once seen as one of Bob Iger’s likely heirs, but now says ““The Disney I know and love has lost its way.” Rasulo left Disney in 2015 after Iger promoted Tom Suggs to COO.

The two have argued that Disney has “woefully underperformed its peers and its potential” in hopes of winning these seats on the board. It is unclear which current board members they will try to replace.