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Trian identifies its two Disney director targets

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

Photo illustration: Gabriella Turrisi/Axios. Photos: Marco Bello/Bloomberg via Getty Images, Michael M. Santiago/Getty Images

Trian filed its updated proxy fight materials on Thursday, identifying for the first time the two Disney directors it plans to unseat.

Why it matters: Trian's publication of definitive proxy materials underscores the depth of the battle for the direction of the company.

Details: Trian, which says it beneficially owns $3 billion of Disney common stock, making it one of its largest shareholders, identified Disney directors Michael Froman and Maria Elena Lagomasino as the activist funds targets to unseat.

  • The firm nominated its co-founder, Nelson Peltz, and former Disney CFO Jay Rasulo to replace Froman and Lagomasino.
  • Trian bolstered its stake by teaming up with large shareholder Ike Perlmutter, a former Disney executive.

Between the lines: This is the second time that Trian has targeted Froman, a former U.S. treasury representative during the Obama administration. He joined Disney's board in 2018.

  • In calling out Froman, Trian pointed to his lack of experience serving on boards — Disney is Froman's lone board seat — and pointed out that Froman's wife has a long personal relationship with Iger, a frequent complaint of Peltz.
  • "He also does not appear to believe in Disney's future the way we all do: throughout his tenure as a director, he has never bought even a single share of Disney stock with his own money," Trian said.
  • Lagomasino has chaired Disney's Compensation Committee since 2019 and has been a member of that Committee since 2015. One of Trian's biggest arguments against Disney management is excessive executive compensation.
  • "Ms. Lagomasino has overseen payments of over $800 million to Disney's executives while shareholders have suffered, with Disney's stock losing nearly 20% of its value and your dividend being significantly reduced," Trian said.

The other side: In its proxy filing, Disney called out Peltz's lack of experience and pointed out that Rasulo has been out of the loop.

  • "Mr. Peltz brings no media experience and has presented no strategic ideas for Disney, while Mr. Rasulo's perspective is stale given he left Disney in 2015 and has not held any executive positions in the industry since."

What's next: This fight will come to a head at Disney's annual meeting of shareholders, which is scheduled for April 3.

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