Nov 30, 2023 - Economy

Disney-Trian proxy fight marches toward battlefront

Illustration of two hands grabbing for a Mickey Mouse ears hat surrounded by abstract shapes.

Illustration: Gabriella Turrisi/Axios

Trian Fund Management made it clear Thursday morning that Disney's addition of two highly respected business leaders onto its board was not enough to nudge the activist hedge fund to back down.

Why it matters: Trian's reaction to the move and its punchy statement Thursday makes it all the clearer that the fund plans to nominate its own directors and launch an all-out proxy fight.

Catch up quick: This is the second time that Trian co-founder Nelson Peltz has waged a shareholder battle against Disney.

  • Trian backed off last time after Disney announced a series of cost cuts.
  • This time around, Trian has bolstered its stake by teaming up with large Disney investor Ike Perlmutter. The fund has also since ramped up its stance that it wants at least Peltz on the board, if not more Trian-chosen directors.
  • The nomination deadline opens Dec. 5.

Details: Disney announced Wednesday that it has tapped former Morgan Stanley CEO James Gorman and former Sky CEO Sir Jeremy Darroch to join its board.

  • Trian, in its follow-up statement, nodded to its respect for Gorman and Darroch as "an improvement from the status quo."
  • But the hedge fund said the arrival of the new 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 intends to take our case for change directly to shareholders."

What they're saying: Disney had a response ready and released it quickly after Trian's release.

  • Disney touted its cost reductions and restructuring and spotlighted the Gorman and Darroch picks.
  • The company then threw shade at Trian's relationship with Perlmutter, the former Marvel CEO who served under Disney CEO Bob Iger until the two had a falling out.
  • "Mr. Perlmutter owns 78% of the shares that Mr. Peltz claims beneficial ownership of, or more than 25 million of the 33 million shares. This dynamic is relevant to assessing Mr. Peltz and any other nominees he may put forth as directors, as Mr. Perlmutter was terminated from his employment by Disney earlier this year and has voiced his longstanding personal agenda against Disney's CEO, Robert A. Iger, which may be different than that of all other shareholders."
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