Disney is pushing back against an activist investor who is vying for a spot at its directors’ table.
Nelson Peltz, the 80-year-old co-founder of New York-based alternative investment management fund Trian Partners, began mounting a proxy fight to join the entertainment giant’s board with his “restore the magic” campaign last week. The push came just as Disney named Nike chief executive Mike Parker—an aide of long-time CEO Bob Iger who was brought back for a two-year term in November—as the new chairperson.
But Disney is vehemently opposed to his election. “Nelson Peltz does not understand Disney’s business and lacks the skills and experience to assist the board,” it said in all caps in an investor presentation filed with the Securities and Exchanges Commission (SEC) yesterday (Nov. 17).
16: “Meaningful interactions” Disney has had with Trian since July 2022
20: Number of time Peltz or Isaac Perlmutter, an employee and shareholder of Disney who currently serves as chairman of Marvel entertainment, have asked for Peltz to be added to the board since July 2022
9.4 million: Shares Peltz owns in Disney, which, he argues, helps his case as he’d “bring an ownership mentality to the boardroom and will seek to increase transparency and accountability.”
Disney is showing signs of poor corporate governance, strategy and operations, and capital allocations—”including overpaying for the 21st Century Fox assets and bidding aggressively for Sky”—according to Trian Group, which Peltz co-founded.
Disney argues the Fox buy was “critical” to position itself better against competing services, and it brought a “deep bench” of talent to the company. Among them is Dana Walden, former chairperson and CEO of Fox Television Group, who’s currently chairperson of Disney General Entertainment Content (DGE) and has been touted as a contender to succeed Iger.
Separately, the media behemoth points out that it didn’t buy Sky—it sold its stake at a premium value of $15 billion.
Peltz’s firm said Disney’s total shareholder return (TSR) “has materially underperformed the S&P 500 over 1-year, 3-year, 5-year and 10-year periods by 24%, 60%, 66%, and 116%, respectively.” As the stock nears 8-year-lows, Disney argues Iger’s the best man for the job, pointing to his last tenure as proof. Iger grew Disney’s market cap five-fold to $231 billion, and improved TSR by leaps and bounds.
Plus, Disney noted Peltz’s claims that for companies where Peltz has served as a board member, their TSR has outpaced the S&P 500 by +~900 basis points annually is not true. At MSG Sports, the returns were up just 71% versus 135% for the stock market index.
“Peltz has no track record in large cap media or tech, no solutions to offer for the evolving media landscape and if MSG Sports is his training ground, it has not been a good one,” Disney claims.
“If you look at my record, I’ve never gotten rid of anybody,” Peltz said during CNBC’s Squawk on the Street program. Disney debunked that by raising the case of GE CEO Jeff Immelt, who Peltz squeezed out of the CEO chair a few years ago.