Here's What's at Stake in Disney's Proxy Battle With Nelson Peltz

The Walt Disney Company's (DIS) ongoing proxy battle against Nelson Peltz's Trian Partners has intensified as the results of the shareholder vote are expected to be announced at the annual stockholders meeting on Wednesday.

Trian currently owns 32.3 million shares of Disney stock worth approximately $3.5 billion and is seeking two seats on the board of directors to "improve the focus, alignment and accountability of the Board," Trian said in an open letter to Disney shareholders. 

Trian's campaign has garnered support from notable investors including the California Public Employees' Retirement System (CalPERS) and Neuberger Berman, highlighting concerns over Disney's failed succession planning for CEO Bob Iger, amongst other issues.

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Iger left Disney in 2020, putting Bob Chapek in his place. Following struggles amid the COVID-19 pandemic, Chapek was replaced in 2022 – by Iger, returning to the top seat at the company. Peltz has also publicly pointed to "big losers" in Disney's recent movie launches, and struggles with streaming profitability. 

"Disney's spaghetti-against-the-wall 'plan' includes a $1.5 billion-dollar strategic investment that, according to Disney's own chief financial officer, lacks a product roadmap or expected return targets, and a sports streaming venture that likely confused consumers, surprised important content partners and competes with the company's own services," Trian Partners said in February.

Disney announced a $1.5 billion investment in Epic Games, the maker of the video game Fortnite. The "sports streaming venture" apparently refers to an announced sports streaming bundle combined between ESPN, FOX and Warner Bros. Discovery (WBD). 

However, Disney is winning the proxy fight, according to people familiar with the matter as reported by Lauren Thomas and Robbie Whelan for the Wall Street Journal. BlackRock (BLK), Disney's second-largest shareholder with a 4.2% stake, and T. Rowe Price (TROW), a smaller shareholder with a 0.5% stake, have both sided with Disney, WSJ reported. The fate of the battle "lies heavily in the hands of just a handful of large shareholders," including Vanguard, BlackRock and State Street (STT), which own more than 16% of outstanding shares combined, Thomas and Whelan added.

Iger and other Disney directors have suggested that "letting Peltz join the board would be disruptive and counterproductive," according to WSJ.

The results of the proxy vote are expected to be announced at Disney's 2024 Annual Meeting of Shareholders on Wednesday, April 3.

How to make your proxy vote

If you are a shareholder of Disney, you can make your proxy vote by following these steps:

•  Go to proxyvote.com from any computer or mobile device 
•  Enter the unique control number that appears on your Proxy Card 
•  Indicate your vote on each proposal
•  Submit your selections by clicking "Final Selection" 

For more information, you can visit Broadridge's dedicated webpage on how to vote your proxy.

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