After naming three nominees for election to the board of The Walt Disney Company earlier this month, Blackwells Capital has issued a proxy statement detailing its interaction with Disney.
- Blackwells, a shareholder of The Walt Disney Company, has launched a campaign to preserve Bob Iger’s vision and demand that Trian and Nelson Peltz end their campaign.
- The investor announced weeks ago that it has nominated three candidates for election to the board of directors of Disney at the Company’s 2024 annual meeting of shareholders:
- Jessica Schell
- Craig Hatkoff
- Leah Solivan
- Earlier this week, Disney issued a proxy statement detailing their communications with Blackwells, as well as Trian and Nelson Peltz.
- Now, Blackwells has shared their interactions with Disney in proxy of their own.
- While you can read the full proxy statement here, below is the detailed interaction between Blackwells and The Walt Disney Company:
November 2023:
- On November 30, 2023, Blackwells issued a press release calling on the Trian Group to end its proxy campaign at the Company.
December 2023:
- On December 7, 2023, Blackwells sent a request for a copy of the Company’s Director and Officer Questionnaire by email to Jolene Negre, Associate General Counsel and Secretary of the Company, pursuant to the requirement of the Company’s Amended and Restated Bylaws. The request was also delivered by mail to the principal offices of the Company on December 8, 2023.
- On December 11, 2023, the Company delivered a copy of the Questionnaire by email to representatives of Blackwells. In the same email, Ms. Negre inquired as to whether the Company should expect a nomination from Blackwells. On that same day, Blackwells responded in the affirmative, confirming its intent to nominate candidates for election to the Board.
- Between December 11, 2023 and January 2, 2024, Blackwells and the Company engaged numerous times by email and phone calls.
January 2024:
- On January 2, 2024, Blackwells sent a letter by email to Ms. Negre announcing its intention to nominate the Blackwells Nominees for election to the Board at the Annual Meeting and to submit the Blackwells Proposal for consideration by the Company’s shareholders, on a non-binding, advisory basis, at the Annual Meeting. The Nomination Notice also provided notice to the Company pursuant to Rule 14a-19 under the Securities Exchange Act of 1934, as amended of Blackwells’ intent to solicit proxies for the Blackwells Nominees from the holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors in support of director nominees other than the Company’s nominees.
- Also on January 2, 2024, Blackwells sent a demand letter by email to Ms. Negre, requesting that the Board exercise its authority to investigate the nomination of directors made by the Trian Group and to review whether such nomination fully satisfied the requirements of the Company’s Bylaws. The Nomination Notice and Demand Letter were both delivered by mail to the principal offices of the Company on January 3, 2024. As of the date of this proxy statement, the Company has not responded to the Demand Letter.
- Also on January 2, 2024, Blackwells issued a press release announcing its intent to nominate the Blackwells Nominees and submit the Blackwells Proposal at the Annual Meeting and filed such press release with the SEC.
- On January 3, 2024, the Company sent a letter by email to Blackwells in response to the Nomination Notice. This Response Letter advised Blackwells that the Company had reviewed the Nomination Notice and requested further information to assist the Company in confirming that the Nomination Notice complied with the Bylaws.
- On January 4, 2024, Blackwells sent a letter by email to Horatio Gutierrez, Senior Executive Vice President, Chief Legal and Compliance Officer of the Company, regarding the Response Letter. The Response Letter to Disney posited that Blackwells believed that it had sufficiently satisfied the requirements of the Bylaws and the Company’s Restated Certificate of Incorporation, as amended, but provided more information and clarifications as requested in the Response Letter. Notably, Blackwells provided additional information to the Company surrounding Ms. Schell’s brother, Connor Schell, and his relationship with the Company, including that Mr. Schell develops, produces and sells content to various media companies, including ESPN, ABC and Hulu, through his production company, Words + Pictures. Mr. Schell currently serves as President, Non-Fiction Content of The North Road Company, which acquired Words + Pictures in 2022. Further, in the Response Letter to Disney, Blackwells confirmed that “Ms. Schell has no involvement with or financial interest in the professional activities of Mr. Schell.” Finally, the Response Letter to Disney elaborated on the relationship between Ms. Schell’s consulting firm, the Observatory Group LLC, and the Company. In 2023, The Observatory Group LLC was engaged by Bird Marella P.C. to provide consulting services in preparation for mediation between the Company and TSG Entertainment Finance LLC. As stated in the Response Letter to Disney, Ms. Schell’s involvement was limited to serving as an expert on film distribution, windowing and monetization, in connection with which she analyzed the distribution patterns and monetization of the Fox films after the Company’s acquisition of Fox and assessed the impact of changes in distribution. Blackwells does not believe that Ms. Schell’s service as an expert consultant in the Mediation represents a material interest adverse to the Company. Further, and as stated in the Response Letter to Disney, Blackwells believes that the Company has in its possession all information regarding Mr. Schell’s business dealings and the Mediation as would be necessary to allow the Board to evaluate Ms. Schell’s interest therein.
- On January 16, 2024, the Company attempted to call Blackwells and its representatives. On that same day, the Company filed a preliminary proxy statement with the SEC.
- On January 17, 2024, a representative of Blackwells returned the Company’s phone call, at which time the Company confirmed that the January 16 phone call was meant to notify Blackwells of the Company’s intent to file a preliminary proxy statement.
- On January 19, 2024, Blackwells filed a preliminary proxy statement with the SEC.