Disney released a three-minute takedown video to try and stop billionaire activist investor Nelson Peltz from joining its board of directors, calling him ‘disruptive and destructive.’
Peltz – who is the father-in-law of Brooklyn Beckham – and his Trian Fund’s campaign have launched a campaign to win two board seats.
Disney lashed out Monday with a political-style video trashing the activist shareholder’s motivations and qualifications in an increasingly bare-knuckled proxy battle.
In a video released online, Disney said Peltz has a long history of ‘attacking companies to the ultimate detriment’ of shareholders and said it would be ‘disruptive’ and ‘value-destructive’ to include him and crony Jay Rasulo.
‘Disney could suffer the same fate as other great companies that Peltz has previously infiltrated, such as G.E. and DuPont. Nelson Peltz has a long history of attacking companies to the ultimate detriment of shareholder value,’ the narrator claims.
Disney released a three-minute takedown video to try and stop billionaire activist investor Nelson Peltz from joining its board of directors, calling him ‘disruptive and destructive’
Billionaire Nelson Peltz (left) pictured with his daughter Nicola (right) – who married Brooklyn Beckham last year – launched his first proxy war in January and called on Disney to ‘restore the magic’
In a video released online, Disney said Peltz has a long history of ‘attacking companies to the ultimate detriment’ of shareholders and said it would be ‘disruptive’ and ‘value-destructive’ to include him and crony Jay Rasulo
They believe his quest to win a Disney board seat, it argues, ‘seems more about vanity than a belief in Disney.’
In the video and regulatory filing, Disney underscores Peltz’s connection to former Marvel Entertainment Chairman Ike Perlmutter, whom it describes as a ‘disgruntled former employee’ with a personal grudge against Iger.
Peltz, the founder of Trian Fund Management, argued in his own presentation that Disney was slow to adapt to industry changes, including in streaming, made errors in its acquisition strategy and bungled succession planning.
Trian’s other board candidate, Jay Rasulo, was passed over for promotion nearly a decade ago, and ‘hasn’t been employed since leaving Disney,’ the company notes in its video.
The company’s updated proxy describes Rasulo as ‘Perlmutter’s guy’ at Disney.
When Iger informed Perlmutter in 2015 that Rasulo would not become the company’s next chief operating officer, Perlmutter responded, ‘You broke my heart.’
The fund argues that Peltz and Rasulo will bring an ‘ownership mentality’ to the boardroom.
‘Nelson Peltz and Jay Rasulo threaten to jeopardize the incredible progress the company has made since Bob (Iger) returned as CEO,’ Disney argues via video.
‘At this critical moment, we simply cannot let that happen.’
They also showed a falling stock price by radio company iHeart Media under Rasulo’s direction.
The ad came alongside a 66-page regulatory filing late Monday, where Disney said Peltz and Trian’s other designated board candidate, former Disney CFO Jay Rasulo, ‘are not what Disney needs right now.’
Disney argues Peltz lacks an understanding of the challenges the company is facing, and that his suggestions for improvement ‘are nothing new.’
Neither Peltz nor Rasulo have the skills to help Disney, the company argues.
The criticisms elicited a swift response from Trian.
Nelson Peltz announced plans to nominate himself and former House of Mouse CFO Jay Rasulo to the Disney board of directors
Peltz’s daughter, Nicola (pictured right), married Brooklyn Beckham last year and has been accused of having been a ‘nightmare bride’ in a new documentary about her bitter dispute with her wedding planners
Disney lashed out Monday with a political-style video trashing the activist shareholder’s motivations and qualifications in an increasingly bare-knuckled proxy battle
‘Disney’s investor presentation is long on aesthetics and excuses, full of barbs unbecoming of a company like Disney and devoid of even a claim that the incumbent board has generated strong returns for shareholders,’ Trian said through a spokesperson.
Trian’s campaign, ahead of an annual meeting with board elections next month, describes Disney as an iconic company with irreplaceable entertainment properties that has underperformed in terms of operating margins, return on invested capital and its money-losing streaming video operation.
It argues the current board fails to provide effective oversight and made its own case in a 133-page-long presentation last week.
Disney’s updated proxy filing goes further, noting that Trian was terminated as an investment manager within the company’s pension plan in 2021 after underperforming the S&P 500 by more than 500 basis points, on an annualized basis, over eight years.
It says Peltz ‘offered excuses for the underperformance,’ and, in July 2022, mounted the first of two campaigns to win a board seat.
An election will determine the fate of the board seats on April 3, with a second investor – Blackwells Capital Group, also looking to fight their way in.
Activist investor Peltz nominated himself and Rasulo to the board of the entertainment giant’s directors in January, slamming Iger as ‘underperforming.’
Peltz’ firm Trian Fund Management, which owns about $2.5 billion worth of Disney shares, sparked a second proxy war in the company in just two years.
Jay Rasulo (pictured) and Peltz criticized the company’s financial performance and blamed the current board and CEO Bob Iger
They also showed a falling stock price by radio company iHeart Media under Rasulo’s direction
Speaking on CNBC, Peltz said: ‘This board – from Bob to every independent director – has underperformed the S&P on every measure.’
Disney has rejected Peltz’ moves, to which he said: ‘They said I have no media experience — I don’t claim to have any… But I will tell you, I don’t think they have much media experience.’
Trian’s filing did not reveal which directors Peltz and Rasulo want to replace.
Peltz repeated its concern over Disney’s less than stellar stock performance, and said it plans to ‘align management pay with performance’ – and called out Iger’s $30million pay package last year while stock continued to underperform.
The firm also said it will push Disney to ‘target and achieve Netflix-like margins of 15 to 20 percent by FY 2027’ for its streaming service and ‘finally complete a successful CEO succession.’
Moreover, Trian intends to conduct a ‘board-led review of creative processes and structure to restore leadership accountability’ at the company and create a ‘clear path’ for ESPN and the theme parks.
Peltz’s first proxy war last January called on Disney to ‘restore the magic’ amid criticism the media conglomerate had become too political.
He withdrew from the initial fight after Iger unveiled a cost-cutting plan involving 7,000 layoffs and restructuring to save around $5.5 billion.
However, Disney shares plummeting by 12.5 percent over the last year has prompted the activist investor to renew his bid for power.
In October, Disney shares tumbled to record lows of $78.73 and are at $112.31 on Thursday.
Trian Investment Fund holds about 33 million shares, making it one of the largest investors out of Disney’s 1.8 billion shares.
Meanwhile Iger is said to be ‘overwhelmed and exhausted’ after extending his contract for three more years while battling dropping share prices and challenges to his leadership.
Trian’s filing did not reveal which directors Peltz and Rasulo want to replace on CEO Bob Iger’s (pictured) board of directors
Disney’s updated proxy filing goes further, noting that Trian was terminated as an investment manager within the company’s pension plan in 2021 after underperforming the S&P 500 by more than 500 basis points, on an annualized basis, over eight years
In September, Iger revealed the company will ‘quiet the noise’ around cultural issues because it has shown to be bad for business.
The company has been stuck in a legal battle with the Florida government and Ron DeSantis after former CEO Bob Chapek criticized the so called ‘Don’t Say Gay’ bill.
DeSantis targeted Disney’s special tax district, replaced the board of it with his allies and led the charge to change the name from the Reedy District to the Central Florida Tourism Oversight District.
Before the DeSantis-picked board took control, Disney created development contract for future investments. Those were thrown-out by the new board, which led to a federal lawsuit.
Disney has since dropped a massive chunk of its federal lawsuit against the Florida Governor.
Iger has extended his contract until 2026 and hinted that he will re-retire at that point, once a proper successor has been found and named.
Peltz’s daughter, Nicola, married Brooklyn Beckham last year and has been accused of having been a ‘nightmare bride’ in a new documentary about her bitter dispute with her wedding planners.