Disney urges shareholders to discard Nelson Peltz voting ballots

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Disney made it clear on Thursday what it thought of Nelson Peltz and his direct appeal to shareholders to vote the activist investor onto the board.

Throw it straight into the trash can.

The House of Mouse, under the leadership of returning CEO Bob Iger since November, said giving the Trian Fund Management co-founder a seat at the table threatens to undermine the company’s entire strategy at a delicate juncture and must be stopped.

“We are skeptical of his motives and believe he would be disruptive at a crucial period for Disney,” it argued in a statement. “In fact, Mr. Peltz sought a board seat before he was a shareholder.” 

This could be a potential reference to the investor’s friendship with Ike Perlmutter, a major Disney shareholder ever since he sold Marvel to the company in 2009. The two billionaires live in Palm Beach, Florida, and supported Donald Trump, a critic of the media group and its progressive-minded staff

Perlmutter’s relations with the media giant have been strained, in particular after Iger granted Marvel Studios boss Kevin Feige’s wish to be free of Perlmutter’s constant interference.

According to Hollywood Reporter, Peltz held discussions with then-Disney CEO Bob Chapek last July with Perlmutter’s support. But any plans they might have hatched together were presumably scrapped after Chapek’s sudden ouster during a late November weekend.

Disney wants shareholders to vote only after management has presented a new strategic plan

On Thursday, the Disney board told shareholders they did not need someone like Peltz advocating on their behalf, since their interests were adequately represented by no less than 10 out of 11 board members independent from the day-to-day executive team run by Iger.

It urged shareholders to therefore support the re-election of former U.S. Trade Representative Michael Froman to the board and vote against the nomination of Peltz by his investment firm. 

“Froman’s decades of experience in business and international affairs are critical to helping Disney assess the risks and opportunities in an increasingly complex global marketplace,” it wrote.

One recent deal may underline that point. Disney recently secured Beijing’s regulatory approval to bring Black Panther: Wakanda Forever to China from next week, ending a ban in place since July 2019—before the pandemic hit. 

The board, therefore, asked investors to hold off until it could begin mailing materials for its as yet unscheduled annual general meeting, including its white-colored proxy card with Froman on the ballot. 

By then management could be able to present its case to investors for how it would grow the company going forward.

“Shareholders should give themselves the benefit of voting on a fully informed basis, taking the board and management team’s important update on its strategy to create value into consideration,” it argued. “If you have already received materials with a blue proxy card from the Trian Group, please simply discard them.”

Trian Fund Management, which claims to own $1 billion worth of Disney shares, did not immediately respond to a request by Fortune for comment.

Peltz argues Disney is a ‘company in crisis’

Peltz is no stranger to shareholder showdowns and hasn’t been one to backdown from a fight.

The Floridian is a veteran of three separate proxy wars that pitted management against investors: first with Heinz in 2006, then DuPont in 2015 and finally Procter & Gamble two years later.

Trian argues that Disney is a “company in crisis” whose problems are “primarily self-inflicted”, resulting in the loss of over $120 billion in market cap last year that sent the stock plunging to eight-year lows.

It criticizes everything from excessive management compensation and overpaying for Twenty-First Century Fox’s traditional media assets to a flawed streaming strategy resulting in the first suspension of dividends in 57 years.

Importantly Trian claimed it did not favor financial engineering by piling Disney’s balance sheet full of debt at the risk of diminished solvency—a common demand by short-term activist investors—nor did it look to break up the company or even replace Iger as CEO.

Disney is not playing ball, however, arguing its opposition to Peltz is based on over six months of conversations and written exchanges with the Trian co-founder. 

“He has demonstrated that he does not understand Disney’s businesses and he lacks the perspective and experience to contribute to the objective of delivering shareholder value in a rapidly shifting media ecosystem,” it told shareholders on Thursday. 

Disney publishes its fiscal first quarter results after the close of trading on Feb. 8th, with all eyes focused on its Direct-To-Consumer division responsible for its streaming business. 

Finance chief Christine McCarthy pledged in early November that three-month DTC losses peaked in Q4 at nearly $1.5 billion and should have narrowed by at least $200 million in Q1.

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