Mar 21, 2024 - Business

Disney's defensive strategy in the most expensive proxy battle in history

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

Illustration: Gabriella Turrisi/Axios

The Walt Disney Co. and Trian Partners, led by Nelson Peltz, are currently in the midst of the most expensive proxy battle in history.

Why it matters: Disney is pulling every communications lever to fight off Peltz ahead of the April 3 shareholder meeting.

Between the lines: Disney must cast a wider than normal communications net because of the enormous amount of retail investors who own the stock.

Zoom in: To do that, it has launched a grassroots effort by placing targeted social media ads, creating a designated LinkedIn page, calling the everyday shareholder and launching a landing site — votedisney.com — that includes expert analysis, FAQs, attack ads and details about the board of directors.

  • The site also includes what can best be described as an attack ad. The video takes shots at Peltz and Trian's other board nominee, former Disney CFO Jay Rasulo, while touting Bob Iger's business savvy and track record as CEO.
  • It also includes a more light-hearted "get out the vote" ad, featuring DuckTales character Professor Ludwig Von Drake.

The other side: Trian has its own landing page — restorethemagic.com — which makes the case for changes at Disney through graphics, white papers and videos.

State of play: Disney has also launched a wide reaching surrogate strategy, winning the public support of JP MorganChase CEO Jamie Dimon, Star Wars creator and one of Disney's largest shareholders, George Lucas, and eight grandchildren of Walt and Roy Disney.

  • Peltz — who has previously engaged in activist campaigns at Heinz, DuPont, Unilever and Procter & Gamble — is demanding two Disney board seats and has the support of Rasulo and former Marvel chairman Issac Perlmutter.
  • Disney received Glass Lewis' endorsement this week, while ISS recommended one seat for Peltz on Disney's board.

What they're saying: "Disney is naturally retail heavy and because of that, third-party influencers and a digital communications campaign have really had an influence. From the outside looking in, I think that's helped put Peltz on his back foot," says Collected Strategies founding partner Dan Moore.

Yes, but: Trian Partners is also using the power of public relations in the lead-up to next month's shareholder vote.

Driving the news: Peltz has stepped even further into the spotlight, with CNBC interviews and other press appearances.

  • The New York Times ran a 5,000-word profile on Peltz and Barron's hinted at Peltz's winning strategy, regardless of how the votes shake out.
  • The Wall Street Journal published a profile on ESPN boss and potential Iger successor, Jimmy Pitaro, and Bloomberg ran a piece on Disney's overall succession plan.

What to watch: Of interest is how Disney positions Iger's heir apparents, given that one of Trian's main knocks against the company is poor succession planning, a point Axios Pro reporter Tim Baysinger notes.

Go deeper: Disney and Trian wage media blitz as proxy vote nears

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