'Most Expensive Corporate Proxy Fight' Ever Is Over

Peltz loses bid for board seats after expensive proxy battle
By Rob Quinn,  Newser Staff
Posted Apr 3, 2024 1:11 PM CDT
Disney Prevails in Board Fight
Disney chief executive Bob Iger arrives at the 96th Academy Awards Oscar nominees luncheon on Feb. 12, 2024, in Beverly Hills, California.   (Photo by Jordan Strauss/Invision/AP, File)

Disney held its annual shareholder meeting Wednesday—and CEO Bob Iger prevailed in a long-running battle over board seats. Shareholders voted to re-elect all 12 of the company-backed board members, including Iger, Variety reports. They rejected a slate that included activist investor Nelson Peltz of investment firm Trian Partners and former Disney CFO Jay Rasulo. A third slate put forward by investment firm Blackwells Capital also failed to get enough votes. The shareholder vote is seen as a vote of confidence in Iger, who stepped down as CEO in 2020 and returned in 2022.

  • The proxy fight. Variety calls it the "most expensive corporate proxy fight in history," with an estimated $70 million spent on efforts to sway investors, including $40 million spent by Disney.

  • Disney's allies. The Disney board was backed by major shareholder Star Wars director George Lucas, JP Morgan CEO Jamie Dimon, and Laurene Powell Jobs, CNBC reports. Those calling for Peltz to be elected to the board included Elon Musk, a frequent Disney and Iger critic. Musk said Tuesday that he doesn't own any Disney shares but would acquire some if Peltz was on the board.
  • Competing arguments. Peltz argued that Trian specializes in turning around companies that have "lost their way" and that he could help boost shareholder returns, Quartz reports. Disney slammed his "long history of attacking companies." "The surest way to impede our creative progress is oversight from an 81-year-old hedge fund manager with no creative experience," the company said last month. The remark came after an interview in which Peltz described movies including Black Panther as too "woke."
  • Loss would have been "seismic blow." CNN reports that losing the fight would have dealt a "seismic blow" to Iger and his plans for Disney's future. While Iger and Rasulo wouldn't have been able to outvote the rest of the board, they would have been "a check on leadership, able to make significant noise and create headaches if they disagree with the strategic vision of the company."
  • Everyone's a winner? Reuters notes that Trian "may still be able to claim a financial win" because Disney shares have risen almost 50% since Peltz launched the push for board seats in October.
(More Disney stories.)

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