If you’ve been following along with Walt Disney Company news over the last few weeks, you would be familiar with the play Nelson Peltz and the Trian Group are making for a seat on the board at the Walt Disney Company. Petlz and his team have taken aim at Disney’s business decisions, citing everything from a controversial takeover of FOX to the salary of the returning CEO Bob Iger, and they aren’t giving up yet. Despite The Walt Disney Company’s categorically negative response during a proxy battle earlier in the year, the focus has now shifted from the board over to shareholders, with both parties not shy about arguing their respective cases.
The Wall Street Journal reported that Peltz’s Trian Fund Management group had commented in a letter that “Disney’s board was responsible for the company’s recent share-price declines, falling income and other examples of “destruction of value,” because it had failed to plan properly for CEO succession and align the incentives of management and the board with those of shareholders,” said the WSJ. Peltz then went further, calling on Disney shareholders to seek “an ownership mentality in the boardroom,” in response to stock-price disappointments.
As one could anticipate, The Walt Disney Company responded with a strongly worded letter mailed to shareholders ahead of an eventual proxy material mailout. You can read the full letter below.
DO NOT RETURN ANY BLUE PROXY CARD FROM TRIAN
CAST YOUR VOTE ON AN INFORMED BASIS:
WAIT FOR DISNEY’S MATERIALS DESCRIBING IN DETAIL THE IMPORTANT FACTS TO CONSIDER
IN YOUR 2023 ELECTION OF DIRECTORS
Dear Fellow Shareholder,
We want to thank you for your investment in, and commitment to, The Walt Disney Company.
Your Board is committed to delivering sustainable, superior shareholder value. Over the last several years, we have focused on ensuring that the Board has the right combination of experience, skills and perspectives to guide Disney through a period of unprecedented change in the media business. We recently added a new Director, Carolyn Everson, a well-respected leader with deep experience in roles at complex global companies and a strong background in building world-class media and digital advertising businesses.
This past year has been a dynamic period for Disney. We recently announced that Mark Parker will become Chairman of the Board following our 2023 Annual Meeting of Shareholders. Mark’s four decades of experience at NIKE, including his service as chief executive officer, his deep understanding of creatively driven, consumer-facing businesses with world-class brands and his experience using technology to develop successful direct-to-consumer models, make him ideally suited to take on this role. He will also chair our newly formed Succession Planning Committee, whose mandate is to assist the Board in identifying and onboarding a successor to our recently returned chief executive officer, Bob Iger.
An activist investor, Trian Fund Management, L.P., along with other entities affiliated with Nelson Peltz, has nominated Mr. Peltz (or if he is unable to serve or for good cause will not serve, then his son Matthew) for election as a director at the upcoming Annual Meeting in opposition to the nominees recommended by your Board.
Your Board does not endorse Mr. Peltz (or his son) as a nominee and believes that his election would threaten our efforts to manage Disney for all shareholders. Over more than six months of engagement with Mr. Peltz, in both conversations and written materials, he has demonstrated that he does not understand Disney’s businesses and he lacks the perspective and experience to contribute to the objective of delivering shareholder value in a rapidly shifting media ecosystem.
If you have already received materials with a blue proxy card from the Trian Group, please simply discard them and do not vote at this time.
Your company’s proxy materials will be mailed soon, including the WHITE card with voting instructions. Your vote FOR our nominees on the WHITE card will be especially important at this year’s upcoming Annual Meeting.
Your Board and management team have engaged extensively with Mr. Peltz in 2022 and 2023, even before he bought any Disney stock. In fact, Mr. Peltz sought a board seat before he was a shareholder. We are skeptical of his motives and believe he would be disruptive at a crucial period for Disney.
Your independent and highly qualified Board has provided strong oversight focused on delivering sustained shareholder value. Ten of the 11 board members are independent, five have Fortune 500 CFO or CEO experience and we have strong diversity on our Board. The Board is overseeing important strategic changes that our CEO Bob Iger is executing, such as putting more decision-making into the creative teams, implementing a cost reduction plan, prioritizing streaming profitability and improving the guest experience in our parks.
Under Bob Iger’s previous tenure as CEO, the company delivered significant long-term shareholder value. From 09/30/2005 to 02/25/2020, Disney generated total shareholder return of 554%, compared to 244% for the S&P 500, as well as exceeded returns from media peers. We are pleased to have Bob back at the helm during this current period of change in our industry.
We look forward to providing you with more information regarding the Board and management team’s strategy to deliver shareholder value in today’s rapidly shifting media ecosystem and the reasons why the election of Mr. Peltz will not benefit that plan.
In the interim, we strongly urge you to simply discard and NOT to vote using any blue proxy card sent to you by the Trian Group. Please wait to vote until you can do so on a fully informed basis.
We thank you for your investment in The Walt Disney Company.
Board of Directors
The Walt Disney CompanyThe Walt Disney Company
What do you think? Should Peltz have the opportunity to influence the future of this company?
Zoë Wood is a travel writer from Sydney, Australia. Since her first visit to Disneyland at the age of 6, she has spent her years frequently visiting Disney Parks and traveling around the world.
Join Zoë as she lets you in on all the tips, tricks, anecdotes, and embarrassments that arise from her family adventures.