Disney wins proxy fight against Nelson Peltz

Bob Iger
The Disney-picked Board wins by 'substantial margin' against investor activists in Wednesday's vote.

Walt Disney Co. CEO Bob Iger is keeping the keys to his Magic Kingdom.

In a proxy fight, Disney shareholders sided with Iger as the current Disney-backed Board retained their seats, according to the preliminary election results.

“I want to thank our shareholders for their trust and confidence in our Board and management. With the distracting proxy contest now behind us, we’re eager to focus 100% of our attention on our most important priorities: growth and value creation for our shareholders and creative excellence for our consumers,” Iger said in a statement.

Horacio Gutierrez, Disney’s General Counsel and Chief Compliance Officer, did not release the vote tally immediately during Wednesday’s shareholder meeting but called it “substantial margin.”

Accusing Disney of mismanagement, Billionaire investor activist Nelson Peltz and former Disney financial chief Jay Rasulo had sought two seats on the Board while Blackwells Capital, another activist firm, was after three seats.

The proxy fight was seen as a direct referendum on Iger, who had led the company until he left as CEO in 2020 just as the pandemic was unfolding. Iger’s successor, Bob Chapek, faced much criticism in his tenure as Disney became entangled in a culture war fight with Gov. Ron DeSantis and the company’s creative teams were pushed out.

Chapek’s contract was extended in 2022. But he was fired five months later, prompting Iger’s surprise return as Disney CEO. According to Peltz’s “Restore the Magic” campaign, the “Board’s succession failures have created a leadership void, an inconsistent strategy, and organizational dysfunction.”

“All we want is for Disney to get back to making great content and delighting consumers and for Disney to create sustainable long-term value for all of our shareholders,” Peltz said before Wednesday’s vote.

A similar fight over Disney infamously occurred in 2004 when Michael Eisner ran the company.

Roy E. Disney, the nephew of Walt Disney, and former board member Stanley Gold wanted to fire Eisner and mounted a Save Disney campaign to gain control of the company. Their list of grievances included executives’ compensation, the company losing its creativity and mismanaging its relationship with Pixar, as well as Disney’s poor stock performance.

The pair came up short to win board seats, but 43% of shareholders voted that they wanted to see change on the board. Eisner technically won that day, but did not come out unscathed by the vote.

“It didn’t go through, but it was enough to wound him,” said Jim Hill, a journalist who follows the company and studies its history.

More than a year later, Eisner, who had juggled dual roles, gave up being the Chair, although he retained his job as CEO.

In Iger’s case, “It’s more about what happens afterward and how Wall Street perceives what actually happened,” Hill said. “Will he be perceived as a weakened leader?”

Gabrielle Russon

Gabrielle Russon is an award-winning journalist based in Orlando. She covered the business of theme parks for the Orlando Sentinel. Her previous newspaper stops include the Sarasota Herald-Tribune, Toledo Blade, Kalamazoo Gazette and Elkhart Truth as well as an internship covering the nation’s capital for the Chicago Tribune. For fun, she runs marathons. She gets her training from chasing a toddler around. Contact her at [email protected] or on Twitter @GabrielleRusson .


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