Disney prevails in high-stakes board vote

By Jon Swartz

Shareholders voted to elect all 12 nominees recommended by the Disney Board

Walt Disney Co. on Wednesday won enough shareholder votes to retain its slate of a dozen board members and stave off a challenge from Nelson Peltz's hedge fund, Trian Fund Management.

Blackwells Capital, another hedge fund that nominated three board candidates at Disney (DIS), was also unsuccessful.

"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," said Bob Iger, Disney's chief executive officer.

In a statement, Disney Chair Mark Parker said: "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. 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."

Shareholders voted what Disney said was "a substantial margin" to elect all 12 nominees recommended by the Disney Board: Iger and Parker, along with Mary T. Barra, Safra A. Catz, Amy L. Chang, D. Jeremy Darroch, Carolyn N. Everson, Michael B. G. Froman, James P. Gorman, Maria Elena Lagomasino, Calvin R. McDonald and Derica W. Rice.

"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 in a statement following the vote. "We are proud of the impact we have had in refocusing this Company on value creation and good governance. Since we re-engaged with the Company in late 2023, Disney has announced a host of new operating initiatives and capital improvement plans. The Board has been refreshed with two new directors. Over the last six months, Disney's stock is up approximately 50% and is the Dow Jones Industrial Average's best performer year-to-date."

Blackwells declined to address shareholders.

The hours leading up to the climactic thrill-ride vote were steeped in corporate drama and intrigue.

Late Tuesday, Disney's slate of 12 board candidates were leading Peltz's challengers after more than half of shareholder votes had been cast ahead of the annual meeting, according to a report in the Wall Street Journal.

Two of Disney's major institutional investors - BlackRock, which owns about 4.2% of outstanding shares, and T. Rowe Price, which owns 0.5% - said they were supporting the company's slate of directors, including CEO Iger and two incumbent directors, Lagomasino and Froman, whose board seats were being challenged.

A T. Rowe Price spokesperson confirmed that more than 99% of the shares the asset-management firm owns voted for all of Disney's recommended nominees.

Two large institutional investors had sided with Peltz and fellow Trian Group nominee Jay Rasulo in their bids for seats on Disney's board: the California Public Employees' Retirement System and Neuberger Berman.

Disney shares were down 2% in early afternoon trading Wednesday.

Read more: Disney's board battle heats up as two notable investors back Nelson Peltz

-Jon Swartz

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04-03-24 1340ET

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