Blackwells Capital has nominated three individuals for election to the board of the Walt Disney Company as they launch a campaign to preserve Bob Iger’s vision, and demand that Trian and Nelson Peltz end their campaign.
What’s Happening:
- Blackwells Capital, a shareholder of The Walt Disney Company, announced that it has nominated three candidates for election to the board of directors of Disney at the Company’s 2024 annual meeting of shareholders:
- Jessica Schell
- Craig Hatkoff
- Leah Solivan
- Late last year, Blackwells catalyzed the idea that shareholders deserve the opportunity to continue supporting Disney’s turnaround and transformation efforts under the leadership of the current Board and CEO Bob Iger, unbound by Trian Fund Management, L.P. and Nelson Peltz’s reprise of a contrived campaign that is disconnected from the needs of Disney stakeholders.
- The announcement from Blackwells comes after Peltz nominated himself and former Disney exec Jay Rasulo to the Disney Board last month.
- Meanwhile, Disney also revealed today that it had reached an information sharing agreement with ValueAct Capital. In turn, the investor has agreed to support Disney’s Board nominees.
- Shortly after today’s nomination news from Blackwells, The Walt Disney Company issued a statement sharing that they will review the nominees and provide a recommendation to the board as part of its governance process. You can read their full statement further below.
From Blackwells:
- “Ten months ago, Mr. Peltz withdrew Trian’s unnecessary proxy fight at Disney. Mr. Peltz would now have shareholders elect him personally, along with a disgruntled former Disney employee. Neither candidate has the skill sets Trian claims the Board lacks. Rather, we believe Mr. Peltz’s latest effort is driven by animus against Mr. Iger, and an ego-driven urge to claim credit for a transformation already underway.
Flip-flopping, self-interest and personal quarrels have no place in a Boardroom. Individuals seeking to gain representation on Disney’s Board must have skill sets that the Board needs as well as a demonstrable record of creating value for all stakeholders. Mr. Peltz and his coterie seem to fail that test, time and time again.
Trian and Mr. Peltz also appear to be grouping and jointly soliciting with Ancora Holdings Group, LLC – a firm Blackwells believes has a pattern of questionable business dealings, including a run-in with the SEC. Ancora is led by Fred DiSanto, who seems to have a personal agenda as well. Disney shareholders should be concerned by the possibility of such an association, which has led us to formally request that the Disney Board investigate Trian’s relationship with Ancora and other shareholders.
Blackwells’ highly qualified candidates have the necessary backgrounds and expertise to support Mr. Iger’s efforts constructively, and complement the Board. The Trian nominees, and the reductive nature of its campaign do not provide shareholders those benefits.”
From The Walt Disney Company:
- “The Walt Disney Company confirmed today that Blackwells Capital LLC, together with its affiliates, has provided notice of its intent to nominate three individuals for election to the Company’s Board of Directors at the 2024 Annual Meeting of Shareholders.
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 Blackwells nominees and provide a recommendation to the Board as part of its governance process.
The Company expects to file preliminary materials with respect to the 2024 Annual Meeting of Shareholders with the Securities and Exchange Commission, which will include the Board’s recommended slate of director nominees. Disney shareholders are not required to take any action at this time.”
About the nominees:
- Jessica Schell has extensive experience in the entertainment, technology and retail industries as an executive with Warner Brothers Discovery and NBC Universal, including her expertise at the forefront of evolving content distribution and in optimizing content value throughout its lifecycle.
- Craig Hatkoff has extensive experience in the real estate industry, having served as a director on the boards of prominent public real estate companies and as head of a real estate M&A at one of the largest investment banks in the United States. He also has significant experience in the film industry, having co-founded the Tribeca Film Festival over two decades ago.
- Leah Solivan is a venture capitalist and technology expert, leading several successful funds that invests in consumer, SaaS and infrastructure companies. She is also an entrepreneur, having founded and led TaskRabbit for nearly a decade, growing it into a global on-demand business, before selling it to IKEA in 2017.
What They’re Saying:
- Jason Aintabi, Chief Investment Officer of Blackwells, “We call on Mr. Peltz to end his peacocking so that Disney can focus on its bright future, and not be dragged backward in time. Disney’s current leadership is invaluable to its shareholders, and our three exceptional candidates are being nominated along with a business proposal specifying that any incumbent director outvoted by Blackwells’ nominees be immediately added back to the Board following the 2024 Annual Meeting. This campaign provides shareholders a necessary alternative to what would otherwise be a solipsistic sideshow.”
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