UPDATED with plans for additional board nominees. In a second wave of support for CEO Bob Iger and the Disney management team, Blackwells Capital and its affiliates have revealed plans to nominate three candidates to the company’s board of directors.
The news, which followed a related pact between Disney and investment firm ValueAct, comes ahead of Disney’s annual shareholder meeting. The event is shaping up to be a venue for dissent, with Nelson Peltz’s Trian Capital and his affiliates, former Marvel boss Ike Perlmutter and ex-Disney CFO James Rasulo making a push for board seats. While not yet a full-on proxy battle, the friction is rare during the 15 years Iger has led the media giant. With its stock down significantly and a host of operational challenges to face, critics of Iger and the status quo are trying to seize the moment.
In a statement on the Blackwells commitment, Disney said a board committee dedicated to reviewing director nominations will evaluate the proposed candidates.
“Disney has an experienced, diverse, and highly qualified board that is focused on the long-term performance of the company, strategic growth initiatives including the ongoing transformation of its businesses, the succession planning process, and increasing shareholder value,” the statement said.
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The Walt Disney Company has struck an agreement with ValueAct Capital Management, gaining the support of the activist investor for its board nominees at the crucial upcoming annual meeting.
According to Disney, the confidentiality pact will “facilitate strategic consultation during [the] company’s transformation.” It also allows Disney to “provide information to the investment firm and consult with ValueAct on strategic matters, including through meetings with the Disney Board and management.”
For its part, ValueAct has confirmed it will support the Disney directors board’s recommended slate of nominees at the 2024 Annual Meeting. The San Francisco-based investor, which has quietly been building a stake in Disney, has been active in transformation processes at Spotify, The New York Times, 21st Century Fox, Nintendo, Microsoft, Adobe and Salesforce.
Disney is currently in the midst of a prexy battle with another activist shareholder, Trian Fund Management, which in December made an unsolicited effort to nominate its co-founder, Nelson Peltz, and ex-Disney CFO James Rasulo to the media giant’s board of directors.
Mason Morfit, ValueAct Capital Co-CEO and Chief Investment Officer, said Disney “has the best intellectual property, sports brand and parks & experiences assets in the industry.”
“As legacy technologies transition to digital platforms, we believe Disney can lead the media industry forward,” he added. We could not be more excited to partner with Bob and the Board to help create long-term sustainable shareholder value.”
“ValueAct Capital has a track record of collaboration and cooperation with the companies it invests in, and its Co-CEO Mason Morfit has been very constructive in the conversations we’ve had over the past year. We welcome their input as long-term shareholders,” said Robert A. Iger, Disney’s Chief Executive Officer.