In Disney proxy battle, second firm backs Nelson Peltz

One week before a highly anticipated shareholder vote, Walt Disney Co. sustained another blow as a second advisory firm recommended that investors elect billionaire Nelson Peltz to the entertainment giant’s board of directors.

Peltz, the Trian Fund Management founder, has gained steam in the closing weeks of his proxy campaign against Disney’s board.

On Wednesday, advisory firm Egan-Jones recommended that investors dump two longtime Disney board members — Maria Elena Lagomasino and Michael B.G. Froman — to make room for Peltz and his running mate, former Disney executive Jay Rasulo. Last week, the influential Institutional Shareholder Services Inc. recommended Disney investors elect Peltz to the board but withheld an endorsement for Rasulo.

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Earlier, a major proxy advisory firm, Glass Lewis, recommended that shareholders vote for Disney’s slate of 12 director nominees, rejecting both Peltz and Rasulo as well as three candidates running on a competing slate from Blackwells Capital.

The contentious proxy campaign has become the latest headache for Disney Chief Executive Bob Iger.

In contrast to his first tenure, Iger has rushed to contain one brush fire to the next since he returned to the Burbank company in late 2022.

He reorganized the management structure, slashed costs and has tried to tackle several troubling trends, including accelerated pay-TV cord cutting, which has hurt Disney’s profitable linear television business. The company is still attempting to recovery from COVID-19-related closures that stymied Disney theme parks, cruise lines and theatrical business and a tumultuous tenure by former CEO Bob Chapek.

The Trian group holds more than $3.5 billion of Disney common stock, including the shares owned by former Marvel Entertainment chairman Ike Perlmutter.

“Disney has lost its way over the past decade. Shareholders have suffered greatly, losing tens of billions of dollars in value,” Trian has said on its Restore the Magic website. “We believe the root cause of Disney’s underperformance is a Board that lacks focus, alignment, and accountability.”

Egan-Jones agreed with some of Trian’s assessments.

“We believe that there are compelling reasons to support the Trian Nominees,” Egan-Jones said in its recommendation report, ticking off several complaints about Disney’s operations and priorities, including “the unnecessary and extremely dangerous entrance of the company and its management into the killing fields of the culture wars.”

Disney sparred with Florida Gov. Ron DeSantis over the state’s so-called “Don’t Say Gay” law and changes DeSantis made to Disney’s special development district in Florida.

On Wednesday, Disney and Florida reached an agreement to abandon a state court fight over Disney’s authority to develop its central Florida resort district. The settle came after almost two years of litigation that began after DeSantis took action to topple Disney’s hand-picked district members after Disney spoke out against the Florida law that DeSantis championed.

Critics have also blasted recent Disney movies for leaning into social messages, such as equity and inclusion.

Egan-Jones said, in its report, that Disney’s struggle with Florida was problematic. It also criticized the company’s business model, which it said was “built for the last decade, but not forward looking and flexible enough to ensure success in the next.”

The current board “appears cut off and unwilling to engage with investors and the broader market,” Egan-Jones said. The firm also lamented Disney’s alleged “desire to protect the status quo for as long as possible and at all costs [leading to] mediocre financial performance and the resultant lower valuation.”

ISS made its recommendation, in part, because of Disney’s bungled succession planning and poor stock performance in recent years.

However, Disney’s stock has gained more than 30% so far this year, an indication that Wall Street likes the changes made by Iger, improvements in the company’s financials and a restored dividend.

Disney’s Iger has gathered support from big names, including former Disney Chairman Michael Eisner, JPMorgan Chase CEO Jamie Dimon, “Star Wars” creator George Lucas and the heirs of company founders Walt and Roy Disney, including Abigail Disney, Walt’s great-niece and a critic of the company’s executive compensation practices in the past.

“The underlying strength of our company and the remarkable amount of work we have accomplished in such a brief amount of time has allowed us to move beyond a period of fixing and begin building our businesses again,” Iger said in a letter to shareholders .

“As Disney’s annual meeting is one week away, it is important that shareholders vote TODAY,” Trian said in a statement. “Every vote is important.”