San Francisco Frontiers - Disney investors to vote on winner in succession proxy war

At issue is an effort by billionaire investor Nelson Peltz of Trian Capital, who has blasted the Disney board over botched leadership planning after the entertainment giant reinstated long-running chief Bob Iger as CEO and ousted Iger's successor.

Peltz has nominated himself and former Disney chief financial officer Jay Rasulo to the board -- an outcome that the company has fought vigorously.

In the days leading up to Wednesday's meeting, Disney sent letters to shareholders amplifying comments from former CEO Michael Eisner warning that installing an outsider like Peltz "to disrupt Bob and his eventual successor is playing not only with fire, but earthquakes and hurricanes as well."

The company has also played up the addition of new board members, including former Morgan Stanley CEO James Gorman, who was praised for a seamless transition at the investment bank.

Peltz launched the campaign late last year, pointing to Disney's sub-par profit margins in its streaming and overall media businesses and poor corporate governance.

"The root cause of Disney's underperformance... is a board that is too closely connected to a long-tenured CEO and too disconnected from shareholder interests," Trian said in December.

In more recent communications, Trian, which holds 32.4 million shares, or almost two percent of Disney, has softened its criticism of Iger personally, while spotlighting Disney's clumsy efforts to identify a new chief.

In November 2022, Disney fired Iger's hand-picked successor Bob Chapek and reinstated Iger in a move that shocked Hollywood.

Last July, the company extended Iger's contract through the end of 2026, giving him two more years for an assignment that had originally been envisioned as a two-year gig.

"The board botched its most important job -- CEO succession," Trian said in a March 25 communique. "This campaign is not about Mr. Iger nor is it a referendum on his leadership."

In a separate but parallel effort, another hedge fund, Blackwells Capital, has nominated three board members, saying the current board is too close to Iger.

The Wall Street Journal has estimated that the overall battle could cost more than $70 million, which would make it the priciest shareholder fight ever.

Charles Elson, a founding director of the Weinberg Center for Corporate Governance at the University of Delaware, noted Disney has struggled with successorship "for years," pointing to a bumpy transition that eventually led to Iger taking over from Eisner.

"The board did a poor job in the succession," said Eisner, who said even with a win, Disney will be "under a microscope" to show improvement.

In the last day or so, US media stories citing unnamed sources have described Disney as expected to prevail in the proxy battles.

Shares of Disney fell 0.3 percent in late-morning trading.

C.Lewis--SFF