Blackwells, the newest player in the drama with Nelson Peltz/Trian Group and the Walt Disney Company Board of Directors, has issued a preliminary proxy statement for Disney’s 2024 annual meeting, suggesting their board nominations will support Disney by adding expertise that they say is currently lacking.
What’s Happening:
- Blackwells Capital, a shareholder of The Walt Disney Company, last week filed a preliminary proxy statement with the Securities and Exchange Commission (“SEC”) in connection with its nomination of three highly qualified candidates – Jessica Schell, Craig Hatkoff and Leah Solivan – for election to the board of directors of Disney (the “Board”) at the Company’s 2024 annual meeting of shareholders (the “2024 Annual Meeting”).
- Shareholders are faced with three competing candidate slates at the 2024 Annual Meeting – Disney’s, Trian’s and Blackwells’. In their view, only Blackwells’ highly qualified candidates are in a position to support Disney’s transformation efforts, adding expertise that is demonstrably lacking, while making sure the Disney Board doesn’t become a forum for personal grievances and reckless behavior. Moreover, Disney’s preliminary proxy statement paints a picture of a Board focused less on transforming the Company and more on preventing contrarian viewpoints and expertise from entering the boardroom.
- In listening to the views of Disney shareholders since the time of Blackwells’ first public engagement on Disney late last year, there has been an increasing desire by shareholders for additional support to Disney’s Board, provided it consists of additive expertise and constructive collaboration with existing Board members. The Disney Board has no shortage of issues to resolve, or courses to chart during this transformative time. Additional expertise should be welcomed, not brushed aside.
- Blackwells Capital was founded in 2016 by Jason Aintabi, its Chief Investment Officer. Since that time, it has made investments in public securities, engaging with management and boards, both publicly and privately, to help unlock value for stakeholders, including shareholders, employees and communities. Throughout their careers, Blackwells’ principals have invested globally on behalf of leading public and private equity firms and have held operating roles and served on the boards of media, energy, technology, insurance and real estate enterprises.
What They’re Saying:
- Jason Aintabi, Chief Investment Officer of Blackwells: “According to Disney’s own preliminary proxy statement, Mr. Peltz has requested on behalf of Trian a seat on Disney’s Board no less than 24 times in the last year and a half. During that time, Mr. Peltz has not offered a single strategic idea that would benefit shareholders. Astoundingly, Mr. Peltz recently claimed that he would like ‘a guy who doesn’t have media experience’ on the Disney Board. We remind Mr. Peltz that Disney is a significant media company and, now more than any time in its history, needs Board members with deep media experience. Blackwells’ nominee, Jessica Schell, has more media experience than the Trian nominees combined, and would bring a critical perspective that is missing from the Disney Board. We also invite Ike Perlmutter, who represents the vast majority of the Trian shares of Disney, to engage with Blackwells with regards to our investment thesis for Disney, and to meet with our nominees. Mr. Perlmutter can then consider that our nominees will provide critical support in the areas of media and content, technology and real estate – the latter of which we believe represents up to 50% of the entire market value of Disney, and where, underwhelmingly, Disney has no such expertise on its Board. Additionally, with unprecedented innovation in AI, VR and AR, and more, Disney will benefit from Ms. Solivan’s experience in these fields, which is underrepresented on the current Disney Board. The Disney Board should promptly meet with the Blackwells nominees, in order to promote the free-flowing exchange of ideas that comes with constructive collaboration. On a related note, we remain particularly disappointed that Disney has entered into an information sharing agreement with ValueAct. Disney’s share price already suffers from a significant information discount, as recently noted by several key market analysts. Showering one shareholder with information that is withheld from all other shareholders, will only make matters worse. We therefore also demand that Disney agree to make public all information that is shared with ValueAct under the so-called ‘information sharing agreement’.”