Today Disney announced the first moves it has made to counter the efforts of activist investor Nelson Peltz. Disney announced a strategic partnership with ValueAct Capitol with an “information sharing” deal. Disney also secured support from Blackwells Capitol, which announced it is nominating three people to the Disney board as well. This move rivals Peltz’s Trian Fund Management proxy fight.
ValueAct is Disney investor and the deal insures that it will support the slate of board nominees for the Disney board of directors at the upcoming annual meeting this spring. Disney has a confidentiality agreement with ValueAct and will provide information to the investment firm along with consulting it on “strategic matters.” This will include meetings with both the Disney board and also management.
Blackwells Capital, another Disney shareholder, also announced that it will be nominating three candidates to Disney’s board. They will be nominating the following:
- Jessica Schell – former Warner Bros. and NBCUniversal executive
- Craig Hatkoff – co-founder of the Tribeca Film Festival
- Leah Solivan – founder of Task Rabbit
In the nomination release, Blackwells slammed “Peltz’s reprise of a contrived campaign that is disconnected from the needs of Disney stakeholders.”
Disney confirmed that Blackwells Capital provided notice of its intent to nominate the three individuals for election to the company’s board. This will be done at the 2024 annual meeting of shareholders sometime this spring. In a release, Disney stated that its Governance and Nominating Committee will “review the proposed Blackwells nominees and provide a recommendation to the Board as part of its governance process.”
The moves come as Nelson Peltz and his Trian Fund Management restarted a proxy fight against Disney once again. This is the second time in recent memory that this has happened. This time, they announced that they would nominate Nelson Peltz to the board along with former Disney CFO Jay Rasulo. Tian owns approximately $3 billion in stock. 78% of this stock is owned by former Marvel boss Ike Perlmutter, who has voiced his dislike of the current Disney leadership.
Blackwells owns around $5 billion in Disney stock. It’s support is a strong counter to the Trian challenge. Blackwells’ chief investment officer, Jason Aintabi, released a statement saying, “We call on Mr. Peltz to end his peacocking so that Disney can focus on its bright future, and not be dragged backward in time. Disney’s current leadership is invaluable to its shareholders, and our three exceptional candidates are being nominated along with a business proposal specifying that any incumbent director outvoted by Blackwells’ nominees be immediately added back to the board following the 2024 Annual Meeting.”
The campaign that was unveiled by Blackwells “provides shareholders a necessary alternative to what would otherwise be a solipsistic sideshow,” Aintabi shared.
In the announcement with its deal with Disney, ValueAct said that it has “extensive experience investing in media and technology companies navigating significant business transformations.” This includes Spotify, the New York Times, 21st Century Fox, Nintendo, Microsoft, Adobe and Salesforce.
Disney CEO Bob Iger also released a statement saying, “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.”
Morfit added saying, “Disney is the world’s leading entertainment company. It has the best intellectual property, sports brand, and parks and experiences assets in the industry. As legacy technologies transition to digital platforms, we believe Disney can lead the media industry forward. We could not be more excited to partner with Bob and the board to help create long-term sustainable shareholder value.”
At this time, the official date for the annual meeting for The Walt Disney Company has not been announced. Generally it is in the spring. In its release, Disney stated that it would “file preliminary materials with respect to the 2024 Annual Meeting of Shareholders with the Securities and Exchange Commission (“SEC”), which will include the Board’s recommended slate of director nominees.”
