Updated Apr 3, 2024 - Business

Disney shareholders reject Trian's attempt at joining board

Photo illustration of Nelson Peltz and Bob Iger and abstract shapes.

Nelson Peltz and Bob Iger. Photo illustration: Gabriella Turrisi/Axios. Photos: Marco Bello/Bloomberg via Getty Images, Michael M. Santiago/Getty Images

Disney fended off Trian Partners' Nelson Peltz and his bid to gain seats on its board of directors, the company said on Wednesday.

Why it matters: The shareholder tally culminates the most expensive proxy fight ever and is a victory for the board and leadership team at the $225 billion entertainment giant.

Zoom in: Trian sought to replace Disney directors Maria Elena Lagomasino and Michael Froman.

  • Blackwells Capital, an activist hedge fund that nominated three directors in a separate campaign, did not get majority support for any of its candidates.
  • Peltz received about 30% backing, while Iger was supported by 94% of shareholders, a source familiar with the preliminary voting data tells Axios.
  • Around 75% of Disney's retail investors backed Disney's slate, the source added. Retail shareholders make up around 40% of its total shareholder base.
  • Rasulo lost his vote by a 5 to 1 margin against Lagomasino, said the source, who was not authorized to speak publicly since results are not yet final.

The latest: Disney and its CEO Bob Iger put up a full-forced defense to keep Peltz, and fellow Trian nominee Jay Rasulo, off the company's board.

  • Disney's shareholder vote was counted at the annual meeting on Wednesday, with the company saying that Disney's board nominees won by a substantial margin. Detailed results were not yet available.
  • Iger won the proxy battle but will continue to have to defend the company, whose share price has risen sharply this year but it was well below where it was five years ago.
  • "We continue to believe the board bears responsibility for this track record," Peltz said at the annual meeting,

Flashback: Trian and Peltz have led some of the largest and most contentious proxy fights in the history of modern Corporate America.

  • Trian lost its proxy fight with U.S. chemical conglomerate DuPont in 2015, but within months of the vote, pressure mounted on the CEO, who later stepped down.
  • Two years later, Trian took Procter & Gamble to a vote that went to a recount. In the end, P&G named Peltz to the company's board. He stepped down from the board in 2021.

What they're saying: "Trian will be watching the company's performance," Peltz said at the Disney annual meeting. A follow-up statement from Trian thanked shareholders and said "we are proud of the impact we have had in refocusing this Company on value creation and good governance."

  • Iger, in a statement, said: "With the distracting proxy contest now behind us, we're eager to focus 100% of our attention on our most important priorities."
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