Disney Announces April Date for Annual Shareholders Meeting, Urges Voters Not to Appoint Board Outsider Peltz

Justin Topa

Collage of Nelson Peltz and Bob Iger

Disney Announces April Date for Annual Shareholders Meeting, Urges Voters Not to Appoint Board Outsider Peltz

Disney has announced the company will hold its annual shareholders meeting virtually on Monday, April 3. In a notice to shareholders, the Walt Disney Company Board of Directors noted that this meeting will be especially important as investor Nelson Peltz of Trian Group looks to oust the Disney-endorsed Michael Froman from being nominated.

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In an official notice that was distributed to shareholders today, the board references the C-Suite shakeup leading to Bob Iger’s return, introduces Mark Parker as the new Chairman of the Board, and welcomes Board Member Carolyn Everson before describing the business to be conducted at the Disney 2023 Annual Meeting of Shareholders.

Before divulging into the agenda, a few bolded paragraphs plea with shareholders to vote against a motion to nominate Nelson Peltz for election as a director, which would disrupt the appointment of nominees proposed by the Walt Disney Company, itself. In the notice, the board states:

Your Board does not endorse the Trian Group nominee or the Trian Group Proposal and unanimously recommends that you vote “FOR” the election of the nominees proposed by your Board (Mary T. Barra, Safra A. Catz, Amy L. Chang, Francis A. deSouza, Carolyn N. Everson, Michael B.G. Froman, Robert A. Iger, Maria Elena Lagomasino, Calvin R. McDonald, Mark G. Parker and Derica W. Rice), “FOR” the other proposals recommended by your Board, “AGAINST” the Trian Group Proposal and “AGAINST” the other proposals made by shareholders, using the WHITE proxy card.

You can read the full document and review all items expected to be acted upon at the April meeting here.

Taking issue with the leadership and spending of the company, the Trian Group contends that Nelson Peltz is a more suitable fit for carrying out in the interest of shareholders. SeekingAlpha first reported that Trian is indeed nominating its CEO and founding partner Nelson Peltz to Disney’s Board of Directors, with the company set to file a preliminary proxy statement with the SEC for Peltz’s election. Trian issued a press release stating:

“Trian believes that it can help Disney restore the magic and reclaim its position as a best-in-class company that delivers highly attractive returns for shareholders. Mr. Peltz and Trian have significant expertise and successful track records of working with management teams and boards to turn around companies with strong underlying fundamentals that have drifted off course. Mr. Peltz, as a director with meaningful ownership of Disney’s stock, will also bring an ownership mentality to the boardroom and will seek to increase transparency and accountability.”

“Trian’s preference was to avoid a proxy contest. To that end, Trian has tried to effect a resolution through constructive dialogues with members of the Disney Board and management team over the past several months. Trian is disappointed that, to date, the Company has rejected Trian’s request to expand the Disney Board by one director who can provide fresh perspectives and represent shareholders’ interests – an action we strongly believe would lead to positive change with no discernible downside.”

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