Disney wins battle against activist investors in proxy fight

Disney on Wednesday emerged victorious in its proxy battle with activist investors.

The entertainment giant, helmed by CEO Bob Iger, said Wednesday afternoon that a preliminary tally showed its 12 board nominees won reelection.

Disney said the result was a “substantial margin” over the totals cast for Trian Group and Blackwells Capital, two entities that separately launched proxy fights against the company.

Walt Disney Studios in Burbank, California, on Feb. 9, 2023. (Photographer: Eric Thayer/Bloomberg via Getty Images / Getty Images)

Trian put forward Nelson Peltz and former Disney CFO Jay Rasulo as its board nominees, arguing they should replace Disney’s Michael Froman and Maria Lagomasino. Meanwhile, investment firm Blackwells proposed three candidates – Jessica Schell, Craig Hatkoff and Leah Solivan – as additions to the entertainment giant’s board to fill gaps it perceived.

“While we are disappointed with the outcome of this proxy contest, Trian greatly appreciates all of the support and dialogue we have had with Disney stakeholders,” Trian said Wednesday of the preliminary results. “We are proud of the impact we have had in refocusing this company on value creation and good governance.”

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Trian also said it “will be watching the Company’s performance and be focusing on its continued success.”

The proxy fight between Disney and Trian and Peltz had been particularly heated in the weeks leading up to the annual shareholder meeting.

Disney’s Bob Iger attends the Exclusive 100-Minute Sneak Peek of Peter Jackson’s The Beatles: Get Back at El Capitan Theatre on Nov. 18, 2021, in Hollywood, California. ((Photo by Charley Gallay/Getty Images for Disney) / Getty Images)

Trian claimed Disney “has lost its way in the past decade” and experienced “chronic underperformance” financially for shareholders.

It also accused the board of “questionable strategic and capital allocation decisions, poor executive compensation alignment and suboptimal succession planning” for Iger’s eventual replacement. It had also flagged things like box office performance and linear TV.

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Countering Trian’s claims, Disney said it “aggressively executed our key strategic priorities to make Disney’s business more efficient and effective, reinvigorated our creative engines, and sharpened our focus on our greatest brand and franchise assets.”

Attendees are reflected in Disney+ logo during the Walt Disney D23 Expo in Anaheim, California on Sept. 9, 2022.  (PATRICK T. FALLON/AFP via Getty Images / Getty Images)

Blackwells, meanwhile, said in a statement to FOX Business that its “primary objective” of preventing Peltz from getting a Disney board seat had been achieved.

“The company would have benefited from any one of our candidates for the hard work needed over the next few years to advance this iconic company, but we respect the will of the shareholders and the outcome. Disney, for its part, showed that it needs to be more focused on transparency and truly acting in the best interests of all its shareholders,” the investment firm said.

Legendary filmmaker George Lucas and others, including Disney family members and JPMorgan Chase CEO Jamie Dimon, have stood by Disney and Iger in recent weeks.

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“I want to thank our shareholders for their trust and confidence in our Board and management,” Iger said, adding that the company was “eager to focus 100% of our attention” on “growth and value creation for our shareholders and creative excellence for our consumers” now that the proxy battle has ended.

Disney said the final vote counts still needed certification from its independent elections inspector.