Activist investor Nelson Peltz is pushing ahead with plans to seek at least three board seats at Disney as the firm is not satisfied with Disney CEO Bob Iger's changes, several people familiar with the matter said.
During a conversation Thursday morning with Iger, Disney extended an offer for Trian to meet with the company's board but rejected the activist shareholder's request for seats on a board that will soon have 12 members, Trian said in a statement.
Trian, which ranks among the industry's oldest and most respected corporate agitators, has kept a close eye on the entertainment and media giant ever since Iger returned from retirement a year ago to run Disney again. He wanted the company to come up with a better succession plan, overhaul the streaming business and cut costs.
Early this year, Peltz aborted a board challenge to give Iger time to "right the ship." Now it looks as if time is up.
Trian, which owns roughly $3 billion worth of Disney stock, said it "intends to take (its) case for change directly to shareholders," signaling it will proceed to a second proxy fight and nominate director candidates when the window for nominations opens early next month. Disney has a market capitalization of $169 billion.
"Investor confidence is low, key strategic questions loom, and even Disney's CEO is acknowledging that the company's challenges are greater than previously believed," Trian said in the statement.
Disney's stock price traded largely flat on Thursday at $92.55.
Over the past 12 months, Disney has restructured the company and significantly reduced costs. It told investors it is on track to achieve about $7.5 billion in cost savings – $2 billion more than its original target.
Iger identified four areas of focus for the company. Disney said it will work to make its streaming business profitable, build ESPN into the "pre-eminent" digital sports brand, improve the performance of its film studios and "turbocharge" growth at its theme parks, through $60 billion in investment over the next decade.
"Our extraordinary portfolio of businesses, brands and assets — and the key synergies between them — are the foundation to developing the popular franchises that will continue to drive our strategic success," Disney said in a statement.
Despite Iger's efforts and Thursday morning's phone call, positions appear to have hardened this week. Disney named soon-to-be-retiring Morgan Stanley chief James Gorman and veteran media executive and former group chief executive of Sky, Jeremy Darroch, to its board, a pre-emptive step companies targeted by activists often take. The men will join early next year and former Illumina chief, Francis deSouza, will leave.
Companies facing activist pressure often try to get ahead of the problem by refreshing its board, the way Exxon did when it faced a challenge from Engine No. 1. The strategy failed and Engine No. 1 won three seats in 2021.
While the two new Disney directors "represent an improvement from the status quo, the addition of these directors will not, in our view, restore investor confidence or address the root cause behind the significant value destruction and missteps that this Board has overseen," Trian said in the statement.
Disney said it will recommend shareholders support its slate of nominees. Investors and industry analysts are already calling the presumed battle Disney 2.0, but they note it might be tougher this time for Peltz to win over other shareholders.
Patrick Gadson, co-head of the shareholder activism practice at law firm Vinson & Elkins which is not involved, said proxy advisers will assess how much change Disney has accomplished.
"If they’ve made significant progress," Gadson said of Disney, proxy advisers "are more likely to allow for time to complete the transformation."
© 2024 Thomson/Reuters. All rights reserved.