Nelson Peltz and Blackwells Capital Defeated in Walt Disney Company Proxy Fight

Nelson Peltz and Blackwells Capital Defeated in Walt Disney Company Proxy Fight

Nelson Peltz and Blackwells Capital have lost their proxy fights to get their nominees onto the Walt Disney Company Board of Directors, according to Reuters.

Disney announces the successful re-election of its Board of Directors during the annual shareholders meeting.

This slate of experienced leaders includes: …

• 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 – a former senior executive at Cisco Systems, Inc. and Google; current director of Procter & Gamble Co.
• D. Jeremy Darroch – former Executive Chairman and Group Chief Executive Officer of Sky
• Carolyn N. Everson – a former senior executive at Instacart, Meta Platforms, Inc., and Microsoft Corp.; 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, of 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; former senior executive at JP Morgan Private Bank and Chase Manhattan Bank; current director of The Coca-Cola Co.
• Calvin R. McDonald – Chief Executive Officer of Lululemon Athletic Inc.
• Mark G. Parker – serves as Chairman of the Disney Board; Executive Chairman of NIKE, Inc., and its former Chairman, President, and Chief Executive Officer
• Derica W. Rice – a former senior executive at CVS Health Corp. and Eli Lilly and Co.; current director of The Carlyle Group Inc., Bristol-Myers Squibb Co., and Target Corp.

Related – Disney’s CEO, Bob Iger, Discusses the Company’s Performance, Expansion, and Forward Momentum

The Proxy War for Disney’s Board

Nelson Peltz (CEO of Trian Fund Management), supported by former Marvel Entertainment Chairman Ike Perlmutter, began his battle for Disney board seats in early 2023. After a brief pause, the proxy fight resumed in the fall. Peltz nominated himself and former Disney CFO Jay Rasulo, but Disney rejected this move and tightened the nomination process. This sparked the official proxy battle.

Blackwells Capital joined the fray in early 2024, seeking board seats for three candidates. In response, Disney put forward its existing board members plus recent additions James P. Gorman and Jeremy Darroch, aiming to displace Peltz’s nominees.

Escalating Tactics

Disney and CEO Bob Iger launched a fierce campaign, urging shareholders to back their candidates. Tactics included personal appeals, a letter touting their progress, and even attack ads.

Peltz blamed Disney’s financial woes on the existing board and proposed bundling ESPN+ with another streamer. His strategy called for a board-led review of Disney’s creative process.

Blackwells advocated a radical split of Disney into three segments and the use of AI for character development.

Battle of Influence

Influential proxy advisor ISS backed Peltz’s nomination (but not his other candidates nor those from Blackwells). However, Glass Lewis sided with Disney and Iger. Major investors like BlackRock and T. Rowe Price also reportedly supported Disney, alongside public figures like George Lucas and the Disney family descendants.

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