Disney has pushed back on a recommendation by Institutional Shareholder Services (ISS) to elect 11 of the company’s director nominees as well as activist investor Nelson Peltz as the boardroom proxy battle heats up.
The media giant has been immersed in a public feud with Peltz and wants its 12 board nominees to be elected at the virtual annual shareholder meeting on April 3.
ISS has recommended Peltz at the expense of Disney’s choice, Maria Elena Lagomasino, and questioned whether the board would fix “major missteps” in the “failed 2020 succession” which saw Bob Chapek replace Bob Iger as Disney CEO in a brief and ill-fated run before Iger returned to the role in late 2022.
ISS added that Peltz might reassure investors that the board was “properly engaged” and “could also help evaluate future capital allocation decisions”.
On Thursday Disney board chairman Mark Parker said, “While we’re heartened to see support for Michael Froman and ISS’ recommendation to withhold on dissident directors Jay Rasulo and the Blackwells’ nominees, we strongly believe that ISS reached the wrong conclusion in its recent report when it comes to adding Nelson Peltz to the board.”
Parker added, “ISS fails to acknowledge the breadth of perspective and expertise Ms. Lagomasino adds to the board”.
Disney said its nominees were best placed to deliver shareholder value whereas Peltz “does not bring additive skills to the board, nor does he have a meaningful plan to deliver superior shareholder value in an evolving and increasingly complex global landscape”.
The company added that the silent partner at Peltz’s investment firm Trian Partners, former Marvel Entertainment chairman Ike Perlmutter, owns close to 79% of Trian’s Disney shares.
Disney let Perlmutter go in March 2023 and the former executive subsequently claimed he was fired. The company said Perlmutter has “a fraught history and longstanding personal agenda” against Iger, which would “likely inhibit Nelson Peltz from working constructively with Disney’s board, threatening the company’s continued turnaround”.
Earlier this week Star Wars creator George Lucas, who is believed to be Disney’s largest individual shareholder after he sold Lucasfilm to Disney for $4bn in 2012, urged shareholders to vote for Disney’s 12 nominees.
“Creating magic is not for amateurs,” Lucas said.
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