Disney director moves fail to stop Trian proxy fight


Nelson Peltz, Nov. 2022. Photographer: Calla Kessler/Bloomberg via Getty Images
Disney's engagement with hedge fund Trian Partners entered proxy fight mode on Wednesday, as a company board shakeup failed to satisfy the activist investor, which nominated its co-founder Nelson Peltz to serve as a director.
Why it matters: Trian's nomination of Peltz pits the powerful shareholder against the company and sets the stage for a drawn-out battle ahead of the annual meeting.
Driving the news: Disney named Nike executive chairman Mark Parker as chairman of its board Wednesday afternoon, replacing Susan Arnold who leaves after a little more than a year atop Disney's board.
- Arnold had been on Disney's board since 2007 and thus was facing the 15-year term limit under the company's board policy. Under her direction, the board gave former CEO Bob Chapek a three-year contract extension last summer, only to replace him with Bob Iger five months later.
Yes, but: Disney also disclosed that Trian was nominating Peltz to its board, and that Trian opposed Disney's own nominees. Disney also said Trian submitted a proposal to amend Disney's bylaws.
- "While senior leadership of The Walt Disney Company and its Board of Directors have engaged with Mr. Peltz numerous times over the last few months, the Board does not endorse the Trian Group nominee," Disney said.
Details: Parker will also head up a new Succession Planning Committee to help with Iger's two-year goal of finding a permanent successor as CEO.
Of note: Trian does not support Bob Iger as CEO of the company, Axios previously reported. In fact, Trian sees Disney's 2019 acquisition of Fox media assets — a deal that Iger orchestrated — as a key reason for the company's struggles.
- Trian did not immediately return a call seeking comment.