Credit: Inside the MagicThe Walt Disney Company has updated the public on the new Board of Directors voted last week during the Proxy fight in which billions of votes were used to fend off a hostile takeover.
The Walt Disney Company Successfully Fights off Nelson Peltz, Blackwells Capital, and Trian Fund
In a regulatory filing submitted to the Securities and Exchange Commission (SEC) yesterday, The Walt Disney Company disclosed the preliminary vote tallies from the recent proxy battle. This battle saw Nelson Peltz, backed by Trian Fund Management, and nominees affiliated with Blackwells vying for seats on Disney’s Board of Directors. According to the disclosed figures, Nelson Peltz fell short by a considerable margin, trailing the nearest Disney nominee by a ratio of 2-to-1. At the same time, Jay Rasulo faced an even more substantial defeat, losing by a ratio of 7-to-1.
The disparity in votes was more pronounced for the nominees associated with Blackwells. However, Disney’s filing included specific disclaimers. Notably, the reported results exclude shares voted using the blue proxy card from Trian Fund Management and shares voted via the green proxy card from Blackwells Onshore I LLC and its affiliates if such votes were not processed through Broadridge Financial Solutions, Inc.’s system.
Additionally, Disney emphasized that the disclosed results are provisional and subject to change pending certification by the independent Inspector of Election, First Coast Results, Inc. As of the record date of February 5, 2024, there were 1,834,328,817 shares of Disney’s common stock outstanding and eligible for voting at the Annual Meeting. Of these shares, 1,264,795,371, or approximately 68.95%, were represented at the meeting.
Twelve directors were elected at the Annual Meeting based on the estimated preliminary results. These include Mary T. Barra, Safra A. Catz, Amy L. Chang, D. Jeremy Darroch, Carolyn N. Everson, Michael B.G. Froman, James P. Gorman, Robert A. Iger, Maria Elena Lagomasino, Calvin R. McDonald, Mark G. Parker, and Derica W. Rice.
Expressing gratitude to shareholders for their continued support, Mark Parker, Chairman of the Board, underscored the company’s resilience amidst industry transformations. He acknowledged the expertise and dedication of Disney’s Board of Directors and management, led by Bob Iger, the Chief Executive Officer. Iger, in turn, thanked shareholders for their trust and pledged a renewed focus on growth, value creation, and creative excellence now that the proxy contest has concluded.
Disney’s leadership has remained stable with the election of twelve directors, including individuals such as Mary T. Barra, Safra A. Catz, and others. This continuity can provide a sense of confidence and assurance to investors and stakeholders regarding the company’s strategic direction and governance.
The resounding defeat of Nelson Peltz, Jay Rasulo, and the candidates associated with Blackwells underscores shareholders’ trust in Disney’s present leadership and strategic direction. This endorsement serves to fortify the company’s resilience and establish a robust groundwork for forthcoming growth endeavors.
With the proxy battle resolved, Disney’s management, under the stewardship of CEO Bob Iger, has reaffirmed its dedication to prioritizing growth, value enhancement, and creative distinction. Consequently, the organization is primed to concentrate its energies and assets on implementing its strategic objectives and endeavors to foster enduring shareholder value.
The revelation of the proxy battle outcomes and the notable appreciation toward shareholders signify Disney’s steadfast dedication to engaging with its shareholders and upholding transparency. Looking ahead, it’s probable that the company will maintain open lines of communication with investors and stakeholders, aiming to cultivate trust and accountability within its corporate governance framework. Essentially, the proxy battle’s resolution solidifies Disney’s standing as a premier entertainment and media conglomerate, positioning it for sustained expansion and innovation under its existing leadership.