The latest beat in Disney’s proxy battle against activist investor Nelson Peltz, who is seeking a board seat at the company, has the Mouse House calling out the Trian Management CEO as lacking a “basic understanding of our industry by his own admission.”
“Nelson Peltz does not understand Disney’s businesses and lacks the skills and experience to assist the board in delivering shareholder value in a rapidly shifting media ecosystem,” Disney said in a slideshow presentation filed with the SEC Tuesday entitled “The Current Disney Board Is the Right Board for Shareholders,” which laid out its rebuttal against Peltz’s case for waging a proxy war point by point.
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On another slide, Disney stated: “Peltz wants to ‘adapt strategies to address changing industry dynamics.’ Yet he lacks a basic understanding of our industry by his own admission.”
The company laid out how the current board, which includes outgoing chairman Susan Arnold and newly elected chairman Mark Parker, as well as 10 other members, is “overseeing key changes that management is currently implementing” across four areas: “reorganizing leadership structure to put more decision-making back in the hands of creative teams”; “implementing cost reduction plan and streamlining our organizational structure to enhance productivity”; “prioritizing streaming profitability (in addition to revenue and subscriber growth)”; and “improving the guest experience” in the theme parks by “providing more value and flexibility.”
Parker’s appointment, announced Jan. 11, is effective following Disney’s upcoming annual meeting of shareholders, which usually takes place in March, with Arnold unable to stand for re-election in her position due to the board’s 15-year limit. As a result, the board will be reduced to 11 members upon Arnold’s exit.
In its Tuesday filing, Disney also called out a comment made by Peltz during a Jan. 12 CNBC appearance, when the Trian CEO told Disney investors to “take a look” at Disney’s total shareholder returns (TSR) during newly returned CEO Bob Iger’s first tenure from 2005-2020 — with the implication being that a CEO’s measure of success is the TSR throughout their reign — “and then you tell me the answer,” as to whether Iger was a good leader then and will be a good leader moving forward.
“So we did — Bob Iger’s TSR is extremely impressive,” Disney stated in the slideshow, sharing the below chart.
Trian declined Variety‘s request for comment on the filing Tuesday.
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