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A violent boardroom clash between the Mouse House and activist investor Nelson Peltz has turned one of the nation’s largest pension funds into a veritable battleground, about 100 hours before the deadline for all Disney shareholders to vote. fired a cannon.
On April 3, the California Public Employees Retirement System (CalPERS), which owns 6.7 million shares of Disney stock, sought to block Mr. Peltz and the former CFO, backed by Ike Perlmutter, from gaining board seats. It just put a hole in the hard work of Bob Iger and his supporters. .
“Calpers believes the Walt Disney Company would benefit from fresh eyes on its board, and we voted with our stock in favor of candidates Nelson Peltz and Jay Laslo,” said CalPERS Director of Communications. John Myers told Deadline today.
Calpers said it would also vote for Mr. Iger and former Morgan Stanley president James Gorman as members of the 12-member board, but the situation remains uncertain even though Disney stock has rebounded in recent months. It’s clear that the intention is to shake things up.
“The voting guidelines set by pension funds emphasize the need for independent corporate boards, a voice in setting executive compensation, and increased transparency,” Myers added. “The two new directors will be a great addition to the Disney Board as they are qualified and capable to lead the needed changes in corporate governance.”
Disney did not comment Saturday on the CalPERS announcement.
Bob Iger, Nelson Peltz
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With 1.8 billion shares outstanding, Disney may not have much to fear except for CalPERS., one of its top 40 shareholders.
But behind closed doors in Burbank, everyone is likely talking because this vote is clearly too close for Disney to feel comfortable. The fact is that unlike many large corporations, individuals and small shareholders make up 40% of Disney’s ownership, and recognition is a force at this point. Therefore, under normal circumstances, many shareholders with just a few hundred shares or less would receive phone calls, promotional content, and other outreach from both Disney and Trion Partners, the company founded by Peltz. Deadline has reported on the matter.
Just a few weeks ago, Mr. Peltz, Perlmutter’s representative, appeared to be DOA in the latest corporate salvo.
Iger and his current board of directors include prominent figures such as George Lucas, Laurene Powell Jobs, and former CEO Michael Eisner (who ousted Mr. Iger in a board dispute in 2005); It also received support from past critics such as Abigail Disney and other members of the board of directors. family. In addition to this collaboration, influential people including JPMorgan Chase CEO Jamie Dimon, advisory firm Glass Lewis, ValueAct Capital, and New York City Retirement Systems (which owns 2.6 million Disney shares) Many have voiced their support for the 72-year-old Mr. Iger. And the current board.
Mr. Peltz received a major boost on March 21 when Institutional Shareholder Services, an influential proxy voting advisory committee, recommended that he be added to Disney’s board of directors. Although the succession plan is seemingly uncertain when former and current CEO Iger steps down for the second time (currently with a contract extension ending in 2026), current Disney director Maria Elena, who sided with Peltz at ISS last year,・Played an important role in recommending Mr. Lagomasino’s release.
“As a major shareholder, Mr. Peltz, a dissident candidate, could play an additional role in the succession process by assuring other investors that the board is properly engaged this time,” ISS said. “He could also help evaluate future capital allocation decisions. Additionally, due to several years of concerns surrounding Lagomasino’s role as a member of the compensation committee, Adding Peltz is increasingly likely to be seen as a positive overall.”
Historically, the ISS played a key role for Mr. Eisner nearly 20 years ago as he pushed behind Mr. Iger in his bid for the top spot.
Additionally, Blackwells Capital has recommended three candidates for its own board, but activist shareholders have proven not to be fans of Mr. Peltz and Mr. Tryon. Still, this week Blackwells filed a lawsuit against Disney over its improper corporate relationship with ValueAct. Blackwells claims that ValueAct managed the Disney pension fund from 2013 to 2023, but that Disney made no mention of it when it received help from ValueAct in the board battle. did.
Disney has called the lawsuit “baseless,” but it takes it seriously enough to respond harshly to the lawsuit filed in Delaware Chancery Court.
“The Disney Pension Fund is not currently invested in ValueAct, and we did not manage the Disney Pension Fund at the time we entered into an information sharing agreement with the company,” the company said on March 28. When they filed their lawsuit, Disney offered to meet with them and provide documents confirming those facts, but Blackwells refused to meet with them. ”
While many votes have already been cast, Disney shareholders have until April 2nd at 11:59pm ET to cast their votes. Results will be announced at the April 3 shareholder meeting, which will be held virtually and streamed live on Disney’s Investor Relations website.
In any case, it’s Disney Plus.
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