NEWS: Powerful Ally Backs Disney in Board Shakeup

The fate of The Walt Disney Company hangs in the air.

The company has been in the midst of a proxy battle for Disney board seats. Nelson Peltz and Jay Rasulo are campaigning to get themselves elected to Disney’s board, though the company has not been quiet in denouncing the two men’s efforts. Now, Disney has gained an endorsement from a powerful ally.

Disney just earned the endorsement of a “key proxy adviser” in the battle for seats on the board, according to a new report from The Wall Street Journal.

Glass Lewis, one of two main proxy advisers has recommended that Disney shareholders vote for the company’s director nominees, and not for Trian’s candidates.

©Getty Images via The Hollywood Reporter | Nelson Peltz and Jay Rasulo are campaigning for seats on Disney’s board of directors.

Glass Lewis believes Disney has a credible plan on the table already and doesn’t view Trian’s ideas as an overall plus for investors. In addition, Glass Lewis advised shareholders to not vote for the other candidates put forth by Blackwells Capital.

Disney also has the endorsement of ValueAct Capital, who previously voiced its support for the company’s slate of nominees.

©ValueAct Capital

In an official statement, Disney stated, “The Board does not endorse the nominations of Nelson Peltz and James Rasulo put forth by Trian Fund Management, L.P., and its affiliates, led by Nelson Peltz and supported by former Disney executive Isaac Perlmutter (collectively, the “Trian Group”). The Board recommends that shareholders do not vote for the Trian Group nominees and that they reject a related proposal from the Trian Group to amend the Company Bylaws.”

©Trian Partners

There are 12 nominees that the Disney Board of Directors recommended for election at the 2024 Annual Meeting of Shareholders. Here is Disney’s full list of nominees:

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 and a 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. and a 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 and a former senior executive at JP Morgan Private Bank and Chase Manhattan Bank and a current director of The Coca-Cola Co.
Calvin R. McDonald — Chief Executive Officer of lululemon athletica inc.
Mark G. Parker — serves as Chairman of the Disney Board, is 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. and a current director of The Carlyle Group Inc., Bristol-Myers Squibb Co., and Target Corp.