Walt Disney Co. chief executive Bob Iger Wednesday fought off an aggressive proxy challenge by billionaire activist investor Nelson Peltz in a vote at the Burbank-based company’s annual shareholders meeting.
The company’s full slate of 12 directors, including Iger, was re-elected by a substantial margin over the nominees of Peltz’s Trian Partners and Blackwells Capital, Disney announced.
“We are immensely grateful to our shareholders for their investment in Disney and their belief in its future, particularly during this period of great change in the broader entertainment industry,” Disney Chairman Mark Parker said in a statement.
“We are fortunate to have a highly qualified Board of Directors who possess a profound commitment to the enduring strength of this company and an enormous amount of experience and expertise, including succession planning. I’m thankful for Bob and his exceptional management team, as well as Disney’s employees and cast members around the world, for continuing to deliver for consumers and shareholders throughout this distracting proxy battle.”
Iger thanked shareholders in a statement “for their trust and confidence in our Board and management. With the distracting proxy contest now behind us, we’re eager to focus 100% of our attention on our most important priorities: growth and value creation for our shareholders and creative excellence for our consumers.”
Iger, who had retired as CEO in 2020 and ceded control to Bob Chapek, was pulled back into service by the Mouse House about a year later when Chapek was ousted amid what was seen as uneven management of the firm, which was struggling with the impacts of the COVID-19 pandemic.
Iger’s return led to an ambitious cost-cutting and corporate restructuring plan, and Disney has insisted that with the success of those efforts, the company is back on solid financial footing that should not warrant a change in leadership direction.
But Peltz’s Trian Partners had long challenged Iger’s leadership and the direction of the Disney Board of Directors. Peltz began waging a proxy war in an effort to gain a seat on the board in late 2022 and early 2023. He dropped the bid early last year when Iger announced his restructuring plan — which included roughly 7,000 layoffs and nearly $6 billion in spending cuts — but by November, Peltz renewed his battle for board control.
“While we are disappointed with the outcome of this proxy contest, Trian greatly appreciates all of the support and dialogue we have had with Disney stakeholders,” Trian said in a statement.
“We are proud of the impact we have had in refocusing this company on value creation and good governance. Since we re-engaged with the company in late 2023, Disney has announced a host of new operating initiatives and capital improvement plans. The Board has been refreshed with two new directors. Over the last six months, Disney’s stock is up approximately 50% and is the Dow Jones Industrial Average’s best performer year-to-date.”
The official results of the vote will be released in a filing with the U.S. Securities and Exchange Commission within the next four business days. Each director holds office for a term of one year.
In its statement, Blackwells said its “primary objective was achieved — keeping Norman Peltz out of the Disney boardroom.”
“The company would have benefited from any one of our candidates for the hard work needed over the next few years to advance this iconic company, but we respect the will of the shareholders and the outcome. Disney, for its part, showed that it needs to be more focused on transparency and truly acting in the best interests of all its shareholders.”
Iger, who has extended his contract as CEO through the end of 2026, has said he will step down at the end of that term.
Disney officials insisted there was an ulterior motive behind the Trian proxy fight, noting Peltz’s ties with former Marvel Entertainment chairman Isaac Perlmutter, who was fired by Disney in March of last year.
“Mr. Peltz, in partnership with Isaac Perlmutter, a former Disney executive, intends to take its case to shareholders,” according to Disney’s statement in November.
“Mr. Perlmutter owns 78% of the shares that Mr. Peltz claims beneficial ownership of, or more than 25 million of the 33 million shares. This dynamic is relevant to assessing Mr. Peltz and any other nominees he may put forth as directors, as Mr. Perlmutter was terminated from his employment by Disney earlier this year and has voiced his longstanding personal agenda against Disney’s CEO, Robert A. Iger, which may be different than that of all other shareholders.”
Complicating matters was the entry of the Blackwells Capital group into the fray in January. That group, in an effort to support Iger, nominated three people of its own for spots on the Disney board — former Warner Bros. and NBC Universal executive Jessica Schell, real estate executive and Tribeca Film Festival co-founder Craig Hatkoff, and venture capitalist and TaskRabbit co-founder Leah Solivan.
Blackwells also proposed that any current Disney board members who might be displaced by one of Blackwells’ nominees be immediately reinstated through an expansion of the board.
“Blackwells’ highly qualified candidates have the necessary backgrounds and expertise to support Mr. Iger’s efforts constructively, and complement the board,” according to a Blackwells statement. “The Trian nominees, and the reductive nature of its campaign do not provide shareholders those benefits.”
For its part, Disney waged an all-out campaign in favor of its existing board members.
The company sent a missive to shareholders last week touting its financial success and insisting that Disney “has a strong board with a clear vision.”
“Disney’s board has the range of talent, skill sets, experiences and professional backgrounds that are particularly relevant to the company’s business and strategic objectives,” according to the letter. “With Bob Iger at the helm, alongside the Board of Directors and senior leaders, the company is intensely focused on building for the future.”
Trian, however, countered that message with a statement of its own last week, continuing to blast the current management structure.
“Trian believes that Disney is the most advantaged consumer entertainment company in the world,” according to the statement. “Over the last one, three, five and 10 years, however, Disney has woefully underperformed its potential and its peers, costing shareholders more than $200 billion in value.”
Trian insisted that “Disney’s problems lay at the feet of the board, which lacks focus, alignment and accountability.”
The company also denied that it specifically targeted Iger for removal, saying it supports Iger as a board member and CEO. Trian has instead focused its efforts on challenging the candidacy of two board members — Maria Elena Lagomasino and Michael B.G. Froman.
The Wall Street Journal on Monday, citing people familiar with the vote, said Disney’s slate of current board members was leading in early shareholder balloting. According to the report, Disney’s slate has the backing of BlackRock, which owns about 78 million shares, or a 4.2% stake. T. Rowe Price, with 9.3 million shares, was also backing Disney.
Trian controls about 32 million Disney shares, a roughly 1.8% stake, making it the Disney’s seventh-largest shareholder.