Activist shareholder Nelson Peltz is firing back at Disney after the entertainment giant urged shareholders to vote against adding him and another nominee pushed by his hedge fund to its board.
In a letter accompanying a proxy statement filed with the Securities and Exchange Commission (SEC) on Thursday, Peltz, CEO of Trian Fund Management, accused Disney's current board of having "self-inflicted wounds" that have impacted its bottom line. Peltz and his hedge fund, which owns $3 billion of Disney common stock, have pushed for a spot on Disney's board of directors based on the belief that they can improve the company's performance.
"It is unfortunate that a company as iconic as Disney and with so many challenges and opportunities has refused to seriously engage with us, its largest active shareholder, about board representation," Peltz wrote.
"Instead of having a boardroom with that would include directors with an ‘ownership mentality’ that can bring fresh perspectives to the Company's challenges, Disney is resisting change and asking shareholders to endorse a Board comprised mainly of legacy directors (and their hand-picked successors) who have repeatedly failed to properly plan for CEO succession, misaligned the incentives of management, and failed to oversee or drive a strategy to get the streaming business to profitability or the studios to produce good content," he continued.
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"Are Disney shareholders really to believe the current Board is able to heal these self-inflicted wounds? We respectfully believe the answer ‘no’ and we will seek the support of shareholders for meaningful change in the Board's composition. It is time to ‘Restore the Magic’ at Disney," he concluded.
Trian's letter noted that Disney's total shareholder return is "significantly lower than its peers and the broader market over every relevant period during the last decade, and over the tenure of each non-management director."
The document stated that in terms of total shareholder return (TSR) through October 6, 2023, Disney's returns have lagged the S&P 500 by 34% over the prior year and 168% in the past 10 years. Compared to Disney's peer companies in the entertainment space, Disney's TSR lagged by 48% over the last year and 401% over a 10-year period preceding that date.
On Tuesday, Disney outlined its opposition to the activist shareholder's push to put its nominees – Peltz and Jay Rasulo, Disney's former chief financial officer who was also chairman of Disney's Parks and Resorts Worldwide.
Disney argued that it's in the midst of an "unprecedented transformation," making management changes and streamlining its operations to become more cost-efficient.
The company said that Peltz has "not actually presented a single strategic idea" for Disney and lacks relevant media and technology experience, while Rasulo hasn't held another executive position at a publicly-traded company since leaving Disney in 2015 after being passed over for the role of chief operating officer.
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Trian and Peltz countered in their letter that both Peltz and Rasulo have "significant consumer brand expertise, financial acumen and a shareholder-first mindest."
They also wrote that Disney's financial underperformance "is the result of a Board that has failed to adequately perform its primary responsibilities as stewards of shareholder capital."
FOX Business's Breck Dumas and Reuters contributed to this report.
