Trian Partners has announced that it will be nominating two people to Disney’s Board of Directors — including a former Disney CFO.
What’s happening:
- Activist investor firm Trian Partners continued its pursuit to gain representation on the Walt Disney Company board today, announcing the nomination of two of its own directors.
- First, the firm is presenting its CEO and founding partner Nelson Peltz as a Board candidate.
- Second, former Disney EVP and CFO Jay Rasulo is also being nominated by the firm.
- The nominations come as Trian argues that Disney’s recent underperformance is due to the Board being “too closely connected” to CEO Bob Iger.
- While Disney recently nominated two new Directors of its own, Trian states, “this reactive Board self-refreshment on the eve of a proxy contest is insufficient in our opinion both because the new directors were chosen without shareholder input and because they seemingly do not own meaningful amounts of stock.”
- The Walt Disney Company Board of Directors will be elected at the 2024 Meeting of the Shareholders, expected in the spring.
- Disney has responded to the news, saying, “The Walt Disney Company confirmed today that Trian Fund Management, L.P., alongside certain affiliates, including Trian’s previously disclosed partnership with Isaac Perlmutter pursuant to which it obtained beneficial ownership of Mr. Perlmutter’s Disney shares, has provided notice of its intent to nominate two individuals for election to the Company’s Board of Directors at the 2024 Annual Meeting of Shareholders.
- The statement continued, “Disney has an experienced, diverse, and highly qualified Board that is 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 Governance and Nominating Committee, which evaluates director nominations, will review the proposed Trian nominees and provide a recommendation to the Board as part of its governance process.”
About Nelson Peltz:
- Peltz is Trian’s Chief Executive Officer and a Founding Partner.
- He has served as a director on more than a dozen public company boards, including
- Procter & Gamble
- Unilever
- H. J. Heinz
- Mondelēz
- Ingersoll-Rand.
About Jay Rasulo:
- Rasulo worked for the Walt Disney Company for 30 years, serving in such roles as Senior Executive Vice President, President of Walt Disney Parks and Resorts, and Chief Financial Officer.
- As Trian notes, during his time as CFO, Disney’s compound annual returns were approximately 27% and the share price appreciated over 250%.
- Disney CEO Bob Iger has previously said Rasulo was “a vital contributor to Disney’s success” with “strategic acumen and savvy insight.”
What they’re saying:
- Nelson Peltz: “To resolve the malaise and crisis of confidence among Disney shareholders, the Board needs fresh perspectives from truly independent directors selected by the shareholders themselves. Jay and I have the strategic, operating, financial, and governance expertise to help Disney and are committed to working with the other members of the Board and management team to address the fundamental issues underlying the Company’s continued poor performance. There is much that can be done to revive Disney and restore the confidence of Disney shareholders, and Trian looks forward to discussing these opportunities with our fellow shareholders over the coming months.”
- Jay Rasulo: “The Disney I know and love has lost its way. As independent voices in the boardroom, Nelson and I are confident that the combination of my decades of experience at Disney, Nelson’s significant boardroom skills and history of driving positive strategic change, and our combined consumer brands expertise and financial acumen, will be additive to the Disney Board. With a shareholder mandate, Nelson and I look forward to helping the Board and management reorient the Company towards delighting its consumers again and driving significant value for its owners."