In a crucial endorsement of Disney CEO Bob Iger, shareholders have elected all 12 of the media giant’s board nominees, ending the proxy fight with activist investor Nelson Peltz of Trian Partners.
The result was declared at the annual shareholders meeting on Wednesday (April 3) after a months-long campaign over control for the board that reportedly cost Disney in the region of $40m and set Peltz back by some $20m.
Shareholders elected the 12 nominees recommended by the Disney board: Mary T. Barra, Safra A. Catz, Amy L. Chang, D. Jeremy Darroch, Carolyn N. Everson, Michael B.G. Froman, James P. Gorman, Robert A. Iger, Maria Elena Lagomasino, Calvin R. McDonald, Mark G. Parker, and Derica W. Rice.
Voting closed at 11.59pm ET on Tuesday. In a prepared press release sent immediately after the decision was announced at the virtual annual meeting, Disney said it appeared Disney’s full slate of directors had been elected by a ”substantial margin”.
Peltz had nominated himself and former Disney CFO Jay Rasulo at the expense of Disney nominees Maria Elena Lagomasino and Michael Froman. Shareholders also rejected nominees proposed by Blackwells Capital.
Final voting tallies are subject to certification by Disney’s independent inspector of elections, and preliminary and final results will be included in company filings with the Securities and Exchange Commission in the coming days.
In a statement Iger said, “I want to thank our shareholders for their trust and confidence in our board and management.
”With the distracting proxy contest now behind us, we’re eager to focus 100% of our attention on our most important priorities: growth and value creation for our shareholders and creative excellence for our consumers.”
Peltz had the support of investment firm Institutional Shareholder Services, pension fund CalPERS, and Egan-Jones Ratings Company.
He had argued, without elaborating on specifics, that Disney needed to pursue a streaming strategy that would return a “Netflix-like” 15-20% margin by 2027; cut costs at the legacy business, rethink strategy on linear assets, and come up with a digital strategy for sports hub ESPN.
Iger has arguably already put plans in motion to achieve all these objectives or similar outcomes. Disney said Peltz had no plan to create shareholder value and would bring no “additive” skills to the board.
In Disney’s corner were Star Wars creator George Lucas, former Disney chairman and CEO Michael Eisner, JPMorgan Chase CEO Jamie Dimon, the grandchildren of Walt and Roy Disney, and proxy voting advisors Glass Lewis.
In live comments to the meeting before the vote was announced, Peltz called Disney an “iconic” company.
“What we want is for Disney to get back to making great content and delighting consumers,” the activist investor said, “and for Disney to create sustainable, long-term value for all if its shareholders.”
He signed off by noting that regardless of the outcome of the vote, Trian would continue to watch Disney’s performance.
Trian invested in Disney in late 2022, around the time Iger returned as CEO, and Peltz said it holds approximately $3.5bn in stock.
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