Disney and activist investors gear up for battle at annual meeting: What to know

Disney and activist investors have been exchanging jabs in the lead-up to the entertainment giant’s Wednesday shareholder meeting.

The back-and-forth has arisen out of the ongoing proxy fights Disney is having with two entities, Trian Group and Blackwells Capital. 

The Trian Group and Nelson Peltz, who founded Trian Fund Management, officially kicked off their latest proxy fight with Disney late last year. The group holds over $3.5 billion of Disney shares.

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That was followed in January by investment firm Blackwells Capital launching one of its own.

Trian has claimed Disney "has lost its way in the past decade, making strategic and operational missteps that have results in deteriorating financial performance and poor absolute and relative stock returns, costing shareholders billions."

It directed blame at Disney’s board, alleging it "lacks focus, and accountability and has consistently failed to fulfill its essential duties." In response, it has put forward Peltz and former Disney CFO Jay Rasulo as its board nominees, arguing they should take the seats of Michael Froman and Maria Lagomasino. 

NELSON PELTZ: DISNEY'S BOARD HAS ‘SELF-INFLICTED’ WOUNDS

Trian has accused the board of "questionable strategic and capital allocation decisions, poor executive compensation alignment and suboptimal succession planning." It has also flagged things like box office performance and linear TV. 

Peltz and Rasulo would "work constructively" with Disney’s board if elected to help "restore the magic" at the company, according to a Trian press release.

Blackwells has also argued Disney shareholders could get more value.

In a recent presentation, the firm argued Disney has "fall[en] behind in the areas of content, media, technology and governance best practices," among others.

It proposed its three board nominees could fill the gaps it perceives if they get elected as additions to the board. They are Jessica Schell, Craig Hatkoff and Leah Solivan.

Blackwells also suggested Disney "could be worth more as two or three distinct entities." It has offered the possible idea of spinning Disney’s massive real estate portfolio off into an REIT or "creating an IPCo/OpCo/PropCo structure."

Last week, the firm slapped Disney with a lawsuit, raising questions about disclosures pertaining to ValueAct Capital, Reuters reported. Disney has refuted them as "baseless," according to the outlet. 

Disney has pushed back on both the nominees proposed by the activist investors and their arguments. 

"We have aggressively executed our key strategic priorities to make Disney’s businesses more efficient and effective, reinvigorated our creative engines, and sharpened our focus on our greatest brand and franchise assets," the company said on a website it created.

It has pointed to things like its recent dividend actions and the $7.5 billion in annual cost-savings it is working to achieve. It has also touted its work related to its streaming services, ESPN and parks.

The entertainment giant has questioned the qualifications of the activist investor-nominated board candidates for the job and claimed they could "disrupt" its progress.

Disney’s slate, which it argued is best suited, includes Mary Barra, Safra Catz, Amy Chang, Jeremy Carroch, Carolyn Everson, James Gorman, Calvin McDonald, Mark Park, Derica Rice, Bob Iger, Froman and Lagomasino.

Disney and the Central Florida Tourism Oversight District that runs Walt Disney World’s special tax district last week settled a lawsuit that arose out of a feud between the company and Gov. Ron DeSantis.

A slew of prominent individuals and firms have publicly made clear where they stand in the proxy fight, particularly the one between Disney and Trian.

Disney has gotten expressions of support from JPMorgan Chase CEO Jamie Dimon, Lucasfilm founder George Lucas, former Disney CEO Michael Eisner, Emerson Collective founder Laurene Powell Jobs and ValueAct Capital. Disney family members have also stood by the company and its board nominees.

Meanwhile, 13 business executives urged Disney’s board to "work with [Peltz] for the benefit of all shareholders." They all had past experience with Peltz and Trian through their various companies.

Shareholders have also received recommendations from proxy voting advisory firms.

Glass Lewis recently said they should side with Disney’s slate in the board vote. Meanwhile, Egan-Jones issued a recommendation to vote in favor of Peltz and Rasulo. Another firm, Institutional Shareholder Services, offered an endorsement of Peltz.

Disney’s annual meeting will occur Wednesday and have a webcast. 

Shareholders of record as of Feb. 5 have a say in the board’s makeup. The company reported having about 768,000 common shareholders of record at the end of September.

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Proceedings are expected to kick off at 10 a.m. Pacific, the time zone that covers its Burbank, California, headquarters.

Disney previously engaged in a proxy fight with Peltz and Trian ahead of its 2023 shareholder meeting.

On their respective websites dedicated to the proxy fight, Trian and Disney have both been urging shareholders to side with them when they vote.