The Walt Disney Company Reveals Timeline of Communications with Nelson Peltz, Trian, and Blackwells

The Walt Disney Company’s recently-released proxy statement offers a timeline of events regarding Trian Group’s latest effort to gain representation on the company’s Board of Directors.

What’s Happening:

The summary below details the significant contacts between Disney and the Trian Group beginning in early summer 2023 through the date of the proxy (yesterday).
Additionally, the timeline includes details of communication with Blackwells Group beginning in late November 2023 and continuing through the proxy date.
Below are the details as provided by The Walt Disney Company’s filing.

January 2023

The Trian Group previously sought to place Nelson Peltz, the Chief Executive Officer of Trian Management (or as an alternate, Matthew Peltz, Mr. Peltz’s son), on the Board starting in the summer of 2022 and culminating in their launch of a proxy contest in January 2023.
Peltz announced that he’d be calling off the proxy contest during an interview with CNBC on February 9th, 2023.

February 2023

Since Peltz ended his proxy contest in February 2023, the Board and management have maintained an open dialogue with him and the Trian Group, having no less than 20 meaningful interactions.

May 2023

On May 30th, 2023, Peltz sent a letter to the Company setting forth suggestions on investor communications to catalyze the stock price.
Additionally, this letter expressed the Trian Group’s belief that “the market reaction following last quarter[‘s earnings] was too negative” and that the Trian Group was “aligned with the changes being implemented on costs and strategy.”
Peltz also called Disney CEO Bob Iger and Christine McCarthy (then the Company’s Senior Executive Vice President and Chief Financial Officer), demanding a seat on the Board and stating that the Trian Group intended to nominate a slate of nominees at the Annual Meeting unless the Company agreed to add him to the Board.
This marked the 24th time since the summer of 2022 that either Peltz or Isaac Perlmutter — a former employee and current shareholder of the Company, who served as Chairman of Marvel Entertainment (and prior to that Chief Executive Officer of Marvel) until his termination on March 28th, 2023 — had sought a Board seat for Mr. Peltz.

June 2023

On June 27th, 2023, the Board met to discuss the letter from Peltz and to once again consider his qualifications for the Board.
During this period, the Board was already actively engaged in a formal search for highly qualified candidates for the Board with strong skills and experience directly relevant to Disney, and was able to compare Peltz as a candidate against a variety of other potential Board candidates.
This process ultimately resulted in the November announcement of the addition of James Gorman and Sir Jeremy Darroch as directors.

July 2023

The Board concluded that its prior assessment of Peltz was unchanged in that he did not bring additive skills to the Board, and again decided not to offer Peltz a Board seat, but to continue to attempt to seek constructive engagement with him.
Iger and Horacio Gutierrez (Disney’s Senior Executive Vice President, Chief Legal and Compliance Officer) communicated the Board’s decision to Peltz on July 3,rd 2023.

October 2023

On October 8th, 2023, The Wall Street Journal reported that according to “people familiar with the matter”, Peltz and the Trian Group had accumulated a stake in Disney valued at up to $2.5 billion, making the Trian Group “one of Disney’s largest investors.”
Although the article framed this as the Trian Group building a much larger position in Disney than it held during the proxy contest in 2023, it failed to mention that approximately 78% of this position in Disney is owned by Perlmutter, who has agreed to give the Trian Group voting control over his Disney shares.
The article also stated that the Trian Group was expected to request multiple seats on the Board, including one for Peltz, and would likely launch a proxy contest and nominate multiple director nominees if he was not given a Board seat.

November 2023

On November 19th, 2023, Iger and Gutierrez met with Peltz and Brian Schorr of the Trian Group in New York City.
During this conversation, Peltz presented the Company with two options: either the Board would add Peltz and two additional mutually agreed upon directors prior to the Annual Meeting, or the Trian Group would run a proxy contest with a slate including Peltz and an unidentified number of nominees.
Also in this meeting, Peltz criticized the stock price and repeated other critiques from his previous campaign. Iger asked Peltz what courses of action he would recommend to the Board to address his concerns.
Peltz again offered no strategic insights or proposed courses of action to address his concerns, and instead responded that he was not there to put forth a plan, he was only there to get a Board seat.
Iger and Gutierrez asked if Peltz would be interested in meeting with both the Board and Disney’s segment leaders the following week to provide insight into his thesis for Disney, but Peltz declined.
On November 21st, 2023, Peltz and Iger spoke on the phone, and Peltz reiterated his criticisms while also demanding to know if Iger would endorse his appointment to the Board.
Iger responded that Peltz’s request was a Board decision that would be discussed as a Board. He also again asked Peltz what advice or thesis he had for addressing the issues he perceived with the Company.
Peltz offered no plans or proposal other than his addition to the Board.
Iger also inquired as to Perlmutter’s objective in his partnership with Peltz, noting the fraught history with Perlmutter whose employment Iger had terminated a few months earlier, but Peltz did not engage on these matters.
On November 24th, Schorr sent a letter on behalf of the Trian Group to Gutierrez, asking that the letter be provided to the Board by the end of that weekend.
This letter to the Board mentioned the number of Disney shares that the Trian Group beneficially owned (with no mention of Perlmutter or the Trian Group’s arrangements with him) and reiterated the Trian Group’s demand to add Peltz and two mutually agreed upon independent directors to the Board.
It went on to say that, if the Board did not comply, the Trian Group would nominate multiple candidates for election at the Annual Meeting, and also noted that adding new directors without adding Peltz would not be sufficient to avoid a proxy contest.
On November 29th, the Board met to discuss the proposal from the Trian Group, and determined that it would not be in the best interest of Disney or its shareholders to add Peltz to the Board for the same reasons as before.
The Board instead approved the appointment, after an extensive evaluation and search process, of two new directors, James Gorman, Chairman and Chief Executive Officer of Morgan Stanley, and Jeremy Darroch, a veteran media executive and former Group Chief Executive Officer of Sky, each of whom brought significant skills and experience directly relevant to Disney.
On November 30th, Iger and Gutierrez called Peltz and Schorr to convey the Board’s decision, and to offer Peltz and the Trian Group the opportunity to meet with the Board to present their ideas.
Peltz expressed his displeasure that the Board had decided not to add him, promising to run a proxy contest with a slate that included himself.
Later that day, in a subsequent e-mail from Schorr to Gutierrez, Peltz and Schorr declined the invitation to present their ideas to the Board, stating that Peltz would only present his views on Disney if “the Board is open to reconsidering its decision regarding Board representation, including Nelson.”
The e-mail went on to say that without such reconsideration on adding Peltz to the Board, they did not think a meeting with the Board would be productive.
Gutierrez responded to this message by re-iterating the Board’s desire to find a way to work constructively with Peltz, and to let them know that the Board has an open door and an open mind if he were willing to present his ideas to the Board.
Also on November 30th, 2023, the Blackwells Group issued a statement expressing its support for the Company’s current management and the Board, noting, among other things, its criticism of the Trian Group’s nominations to the Board and its view that the current Board is acting in the best interests of all shareholders and should be allowed the time to focus on driving value at “one of America’s most iconic companies without this fatuous sideshow.”

December 2023

On December 1st, 2023, Schorr (on behalf of the Trian Group), sent a letter to Disney requesting a copy of the Company’s questionnaire for directors and director nominees pursuant to the Company’s bylaws.
This letter criticized the Company’s recent amendment to its bylaws (which were focused on mechanics related to universal proxy rules and other standard market practices for director nominations).
On December 7th, Jason Aintabi (on behalf of the Blackwells Group), sent a letter to the Company requesting a copy of the Company’s questionnaire for directors and director nominees pursuant to the Company’s bylaws.
On December 11th, contrary to its position taken in the November statement, a representative of the Blackwells Group conveyed to the Company the Blackwells Group’s intention to submit a letter informing Disney of its intention to nominate more than one nominee for election as directors of Disney at the Annual Meeting in opposition to the nominees recommended by the Board and the Trian Group Nominees.
On December 14th, a representative of the Trian Group delivered a letter to the Company, informing Disney that the Trian Group intended to nominate Peltz and James Rasulo for election as directors of Disney at the Annual Meeting in opposition to the nominees recommended by the Board.
Rasulo had been employed by Disney from 1986 to 2015, when he resigned from his position as Chief Financial Officer after being passed over for the role of Chief Operating Officer.
During his time at Disney, Perlmutter was a staunch supporter of Rasulo. As publicly reported, Perlmutter urged Iger in the early 2010s to seriously consider Rasulo as a successor, and told Iger “you broke my heart” when he was notified that Rasulo was not on a path as a potential successor to Iger.
The Trian Group also issued a press release announcing the nomination of the Trian Group Nominees to the Board.

January 2024

On January 2nd, 2024, a representative of the Blackwells Group delivered a letter to the Company informing Disney that the Blackwells Group intended to nominate Craig Hatkoff, Jessica Schell and Leah Solivan for election as directors of Disney at the Annual Meeting in opposition to the nominees recommended by the Board and the Trian Group Nominees.
On January 3rd, the Blackwells Group issued a press release announcing the nomination of the Blackwells Group Nominees to the Board.
Also on January 3rd, Disney and ValueAct, following constructive conversations throughout the past year, announced a confidentiality agreement that enables the Company to provide information to ValueAct and consult with ValueAct on strategic matters, including through meetings with the Board and Disney’s management.
As part of this agreement, ValueAct confirmed that it will support the Board’s slate of director nominees at the Annual Meeting.
On January 5th, the Board discussed each Trian Group Nominee’s and each Blackwells Group Nominee’s candidacy, including in executive session with and without Iger present.
After Iger left the meeting, the Governance and Nominating Committee and then the Board, by unanimous vote of all directors present, determined not to recommend Peltz, Rasulo, Hatkoff, Schell, and Solivan.
The Board decided to instead recommend 12 nominees.
In deciding not to recommend Peltz, the directors considered a number of factors, including:
- In a two year quest for a seat on the Disney Board, Peltz had not actually presented a single strategic idea for Disney
- His assessment of Disney seemed oblivious to the ongoing secular change in the media industry
- Peltz’s experience was primarily in commodity consumer packaged goods businesses and not the media or technology sector
- Peltz had no experience in a business that is primarily driven by creative talent and focused on delivering uniquely memorable customer experiences
- Peltz’s partnership with Perlmutter, who owns the lion’s share of the equity claimed by the Trian Group, and the complexity of Perlmutter’s history with Disney and Iger and other senior executives, created significant concern regarding how that partnership would impact Peltz’s agenda as a director.
In deciding not to recommend Rasulo, the directors considered a number of factors, including:
- After leaving Disney eight years earlier, Rasulo had no further executive role at any public company
- The media business, the impact of technology and the competitive universe had radically changed during that eight year period rendering his perspective on Disney stale and not relevant to the challenges of today
- An outdated perspective on the business would be damaging to the ongoing strategic transformation underway
- Rasulo’s four years as a director and also lead independent director of iHeartMedia, Inc. had not produced strong returns there
- The Board’s belief that Rasulo’s close relationship with Perlmutter, coupled with Rasulo’s having been passed over in the 2015 COO process despite Perlmutter’s sponsorship of him as a CEO successor, would likely inhibit Rasulo’s ability to work constructively with Iger and other executives at the Company with whom Perlmutter had clashed.
In deciding not to recommend Hatkoff, the directors considered a number of factors, including:
- His experience was primarily in the real estate and financial investment businesses, and he does not have any experience with large, public media and entertainment companies, particularly in the Company’s area of focus, nor any other consumer-facing businesses, let alone theme parks, cruises and experiences.
In deciding not to recommend Schell, the directors considered a number of factors, including:
- Schell would not be considered an independent director under the NYSE rules or the Company’s Corporate Governance Guidelines, because her brother and/or entities with which he is affiliated have ongoing contractual business relationships with the Company, pursuant to which he receives payments from the Company. The Board believes that maintaining its independence enhances the Board’s role of representing our shareholders’ interests and improves the Board’s ability to effectively oversee the Company and its management, and adding another non-independent director at this time would not serve the best interests of the Company and its shareholders.
- Although Schell has experience serving on the management teams of certain media and entertainment companies, she does not have any experience serving as a director of a public company or an operating company.
In deciding not to recommend Solivan, the directors considered a number of factors, including:
- Her experience primarily includes her long-term role as Chief Executive Officer of TaskRabbit, Inc., an online marketplace company, and her role as managing director of a seed stage venture capital firm, which focuses on early stage consumer, software as a service and infrastructure companies, which experience the Board believes is not aligned with the Company’s strategy and does not contribute to the skill sets that are directly relevant to the Company’s businesses and strategic objectives.
- Solivan has never served as a director on any company board.
In determining to recommend the nominees in the Board’s slate, the Board considered, among other factors:
- The ability of the prospective nominees to represent the interests of the shareholders of the Company
- The extent to which the prospective nominees contribute to the range of talent, skill and expertise appropriate for the Board
- The extent to which the prospective nominees help the Board reflect the diversity of the Company’s shareholders, employees, customers and guests and the communities in which it operates.