Disney's Bob Iger Triumphs in Shareholder Vote

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BURBANK (CNS) - Walt Disney Co. chief executive Bob Iger Wednesday fought off an aggressive proxy challenge by billionaire activist investor Nelson Peltz in a vote at the Burbank-based company's annual shareholders meeting.

The company's full slate of 12 directors, including Iger, was elected by a substantial margin over the nominees of Trian and Blackwells, Disney announced.

"We are immensely grateful to our shareholders for their investment in Disney and their belief in its future, particularly during this period of great change in the broader entertainment industry," Disney Chairman Mark Parker said in a statement.

"We are fortunate to have a highly qualified Board of Directors who possess a profound commitment to the enduring strength of this company and an enormous amount of experience and expertise, including succession planning. I'm thankful for Bob and his exceptional management team, as well as Disney's employees and cast members around the world, for continuing to deliver for consumers and shareholders throughout this distracting proxy battle."

Iger thanked shareholders in a statement "for their trust and confidence in our Board and management. With the distracting proxy contest now behind us, we're eager to focus 100% of our attention on our most important priorities: growth and value creation for our shareholders and creative excellence for our consumers."

Iger, who had retired as CEO in 2020 and ceded control to Bob Chapek, was pulled back into service by the Mouse House about a year later when Chapek was ousted amid what was seen as uneven management of the firm, which was struggling with the impacts of the COVID-19 pandemic.

Iger's return led to an ambitious cost-cutting and corporate restructuring plan, and Disney has insisted that with the success of those efforts, the company is back on solid financial footing that should not warrant a change in leadership direction.

But Peltz has long challenged Iger's leadership and the direction of the Disney Board of Directors. He began waging a proxy war in an effort to gain a seat on the board in late 2022 and early 2023. He dropped the bid early last year when Iger announced his restructuring plan -- which included roughly 7,000 layoffs and nearly $6 billion in spending cuts -- but by November 2023, Peltz renewed his battle for board control.

"As Disney's largest active shareholder, we can no longer sit idly by as the incumbent directors and their hand-picked replacements stand in the way of necessary change, and peers and competitors continue to outperform," Peltz said in a statement in December, issued through his Trian Management Fund.

"In our view, Disney's Board has failed to fulfill its essential responsibilities -- overseeing the development of an effective strategy, planning for orderly succession, aligning executive pay with performance, and ensuring accountability for operational execution," Peltz said. "Shareholder- led board refreshment with focused and aligned directors who are accountable to the owners of the company is long overdue."

Trian subsequently nominated Peltz and former Disney Chief Financial Officer James Rasulo for seats on the Disney board.

Disney officials insisted there was an ulterior motive behind the Trian proxy fight, noting Peltz's ties with former Marvel Entertainment chairman Isaac Perlmutter, who was fired by Disney in March of last year.

"Mr. Peltz, in partnership with Isaac Perlmutter, a former Disney executive, intends to take its case to shareholders," according to Disney's statement in November. "Mr. Perlmutter owns 78% of the shares that Mr. Peltz claims beneficial ownership of, or more than 25 million of the 33 million shares. This dynamic is relevant to assessing Mr. Peltz and any other nominees he may put forth as directors, as Mr. Perlmutter was terminated from his employment by Disney earlier this year and has voiced his longstanding personal agenda against Disney's CEO, Robert A. Iger, which may be different than that of all other shareholders."

Complicating matters was the entry of the Blackwells Capital group into the fray in January. That group, in an effort to support Iger, nominated three people of its own for spots on the Disney board -- former Warner Bros. and NBC Universal executive Jessica Schell, real estate executive and Tribeca Film Festival co-founder Craig Hatkoff, and venture capitalist and TaskRabbit co-founder Leah Solivan.

Blackwells also proposed that any current Disney board members who might be displaced by one of Blackwells' nominees be immediately reinstated through an expansion of the board.

"Blackwells' highly qualified candidates have the necessary backgrounds and expertise to support Mr. Iger's efforts constructively, and complement the board," according to a Blackwells statement. "The Trian nominees, and the reductive nature of its campaign do not provide shareholders those benefits."

For its part, Disney has been waging an all-out campaign in favor of its existing board members.

The company sent a missive to shareholders last week touting its financial success and insisting that Disney "has a strong board with a clear vision."

"Disney's board has the range of talent, skill sets, experiences and professional backgrounds that are particularly relevant to the company's business and strategic objectives," according to the letter. "With Bob Iger at the helm, alongside the Board of Directors and senior leaders, the company is intensely focused on building for the future."

Trian, however, countered that message with a statement of its own last week, continuing to blast the current management structure.

"Trian believes that Disney is the most advantaged consumer entertainment company in the world," according to the statement. "Over the last one, three, five and 10 years, however, Disney has woefully underperformed its potential and its peers, costing shareholders more than $200 billion in value."

Trian insisted that "Disney's problems lay at the feet of the board, which lacks focus, alignment and accountability."

The company also denied that it is specifically targeting Iger for removal, saying it supports Iger as a board member and CEO. Trian has instead focused its efforts on challenging the candidacy of two board members -- Maria Elena Lagomasino and Michael B.G. Froman. But a victory by Peltz could throw a wrench into Iger's longer-term financial plans or employment. His contract with Disney runs through 2026.

The Wall Street Journal on Monday, citing people familiar with the vote, said Disney's slate of current board members was leading in early shareholder balloting. According to the report, Disney's slate has the backing of BlackRock, which owns about 78 million shares, or a 4.2% stake. T. Rowe Price, with 9.3 million shares, was also backing Disney.

Trian controls about 32 million Disney shares, a roughly 1.8% stake, making it the Disney's seventh-largest shareholder.

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