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Nelson Peltz outlines plans for Disney proxy battle


Activist investor Nelson Peltz.

David A. Grogan | CNBC

Disney and its investors are going to start hearing a lot from activist investor Nelson Peltz.

In the coming weeks, Peltz’s Trian Fund Management plans to post on X, formerly known as Twitter, and add content to its website RestoreTheMagic.com as a crescendo to launching a dense white paper explaining its case to add Peltz and former Disney Chief Financial Officer Jay Rasulo to Disney’s board. That paper will be released in a couple of weeks, Peltz said in a CNBC interview after appearing on “Squawk on the Street” earlier Thursday.

In February, Trian plans to meet with proxy solicitors Glass Lewis and ISS, after which it will begin lobbying shareholders through March and up to Disney’s planned annual shareholder meeting. Trian expects the gathering will be in April. Disney’s annual meeting last year was April 3.

Trian filed a preliminary proxy statement Thursday, which outlined some of the reasons Peltz believes Disney shareholders should elect him and Rasulo to the board as they push to boost its stock performance. Those include getting Disney streaming profit margins to 15% to 20% by 2027. Disney’s streaming business currently loses money and won’t break even until later this year, CEO Bob Iger has said.

Trian wants Disney to be more transparent with its businesses. Disney plans to launch a direct-to-consumer ESPN service either later this year or in 2025 as the sports network’s traditional cable subscription model fades. Before it debuts, Trian wants specific short-term profitability targets to ensure it’s a viable business.

“What [Disney] really needs is accountability,” said Peltz.

After it reports earnings Feb. 7, Disney will release its definitive proxy materials, which include the date of the annual meeting.

Typically, both Trian and Disney will then make their arguments to proxy advisory services Glass Lewis and ISS, followed by solicitation of shareholders and recommendations by the firms. That advice is critical because it can sway large investors and index funds. Neither side usually knows who is winning until days or hours before the annual meeting because those massive investors often vote late in the process.

The dynamic duo

Trian has targeted the Disney board for being too connected to Iger, who has five times renewed his contract to push back his retirement. Iger has said he plans to leave Disney in 2026, and has been actively seeking a successor since he returned to Disney at the end of 2022.

Peltz has been on several boards, including Proctor & Gamble and Mondelez, which have named new CEOs. Peltz said his success in finding top executives is part of why he should join Disney’s board.

“I do a lot of executive searches,” said Peltz. “I’m like a headhunter.”

While Peltz outlined why he feels Disney’s stock performance can improve with his presence on the board, he’s still just one person. Even if Rasulo is elected, they’ll still be only two voices on a Disney board Peltz has criticized…



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