The Walt Disney Company Reveals Nominees for Board of Directors Election, Recommends Shareholders Do Not Vote for Nelson Peltz & James Rasulo

Brit Tuttle

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The Walt Disney Company Reveals Nominees for Board of Directors Election, Recommends Shareholders Do Not Vote for Nelson Peltz & James Rasulo

The Walt Disney Company Board of Directors has revealed its slate of 12 nominees for election ahead of the 2024 Annual Meeting of Shareholders. The slate was filed today in preliminary proxy materials with the Securities and Exchange Commission, according to an official release.

Disney Shares Board of Directors Nominees

The exterior of the Team Disney building.

According to the release, the Board unanimously recommends that shareholders vote for the following:

  • Mary T. Barra – Chair and Chief Executive Officer of General Motors Co.
  • Safra A. Catz – Chief Executive Officer of Oracle Corp. and its former President
  • Amy L. Chang – former senior executive at Cisco Systems, Inc. and Google; current director of Procter & Gamble Co.
  • D. Jeremy Darroch – former Executive Chairman and Group Chief Executive Officer of Sky
  • Carolyn N. Everson – former senior executive at Instacart, Meta Platforms, Inc., and Microsoft Corp.; current director of The Coca-Cola Co. and Under Armour Inc.
  • Michael B.G. Froman – President of the Council on Foreign Relations and former Vice Chairman and President, Strategic Growth at Mastercard Inc.
  • James P. Gorman – Executive Chairman and former Chairman and Chief Executive Officer of Morgan stanley
  • Robert A. Iger – Disney’s Chief Executive Officer, formerly also served as Chairman
  • Maria Elena Lagomasino – Chief Executive Officer and Managing Partner of WE Family Offices; former senior executive at JP Morgan Private Bank and Chase Manhattan Bank; current director of The Coca-Cola Co.
  • Calvin R. McDonald – Chief Executive Officer of lululemon athletic inc.
  • Mark G. Parker – serves as Chairman of the Disney Board; Executive Chairman of NIKE, Inc. and its former Chairman, President, and Chief Executive Officer
  • Derica W. Rice – former senior executive at CVS Health Corp. and Eli Lilly and Co.; current director of The Carlyle Group Inc., Bristol-Myers Squibb Co., and Target Corp.

This lineup includes the recent additions of Darroch and Gorman, who will both be standing for election at the upcoming Annual Meeting of Shareholders. According to Disney, the average tenure of the current Board is six years, with seven out of 12 serving less than six years, and the Board is led by an independent chairman.

Nelson Peltz (left) and James Rasulo (right)

In addition, Disney also shared that:

The Board does not endorse the nominations of Nelson Peltz and James Rasulo put forth by Trian Fund Management, L.P. and its affiliates, led by Nelson Peltz and supported by former Disney executive Isaac Perlmutter (collectively, the “Trian Group”). The Board recommends that shareholders do not vote for the Trian Group nominees, and that they reject a related proposal from the Trian Group to amend the Company Bylaws.

The Walt Disney Company

In November 2023, Peltz of Trian Fund Management expressed his desire for two seats on the Disney Board. Trian Fund Management is one of Disney’s largest shareholders, with stakes valued at over $2.5 billion. Peltz previously pushed for a seat on the board after Disney privately turned him down. He began a public run for a seat in January 2023, but ended the proxy war with Disney the following month.

Disney turned down Peltz’s request again for board seats in November 2023. The following day, the company also amended its bylaws regarding the “nominations of directors by outside parties.”

Trian Fund Management nominated Peltz and Resulo to the Board in December 2023. Rasulo is a former Disney Senior Executive VP and CFO. Disney responded by defending their current Board, calling them “experienced, diverse, and highly qualified” and “focused on the long-term performance of the Company, strategic growth initiatives including the ongoing transformation of its businesses, the succession planning process, and increasing shareholder value.”

The logo for Blackwells Capital

The Board also did not endorse the nominations of Craig Hatkoff, Jessica Schell, and Leah Solivan from Blackwells Onshore LLC, Blackwells Capital LLC, and Jason Aintabi, and asks that shareholders do not vote for the nominees from Blackwells Group. The Board also recommends that shareholders reject a related proposal from the Blackwells Group.

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