Glass Lewis has recommended that shareholders vote with the white proxy card and support Disney’s 12 director nominees at the Company’s Annual Meeting on April 3.
What’s Happening:
- The Walt Disney Company (NYSE: DIS) announced that independent proxy voting and corporate governance advisory firm Glass, Lewis & Co. (Glass Lewis) today recommended shareholders vote the WHITE proxy card in support of all of Disney’s 12 director nominees (and no other nominees) at the Company’s Annual Meeting on April 3, 2024.
In a report dated March 18, 2024, Glass Lewis noted the following of Disney’s strategy and progress against key initiatives designed to improve financial and operational performance:
- “…the Company is undertaking what we consider to be a credible effort to shift key operational priorities under the leadership of one of the most well-respected CEOs in the industry.”
- “While it remains too early to say with certainty that each of those programs will prove successful, we believe it is similarly too early to suggest there exists adequate cause for investors to support alternate solicitations which may prove significantly less accretive to Disney’s trajectory, by comparison.”
- “…we consider the subsequent 15 months [since Iger’s return] have provided management and an incrementally reconstituted board with adequate opportunity to launch a more credible succession program and develop, communicate and execute on several key initiatives which appear to reasonably target acknowledged operational and financial weaknesses at Disney.”
In commenting on Disney’s current governance practices, succession planning efforts, and the experience and engagement of the current Disney Board, relative to the Trian Group and Blackwells proposals, Glass Lewis stated:
- “We note the board has demonstrated a willingness to refresh its membership in the service of shareholder responsiveness and skill reconstitution with some reasonable regularity, resulting in an average tenure of less than 5 years across the incumbent slate.”
- “…given what we believe is already a credible plan underway for Disney, we struggle to see many of Trian’s intentions as representing a likely net gain for investors.”
- “Notwithstanding faults in Disney’s prior succession initiative, Trian’s intent to launch a new process is not clearly superior to, and may be heavily duplicative of, Disney’s ongoing effort, which is already tied to a special board committee composed of members we believe to be credible.”
What They're Saying:
- Mark Parker, Chairman of The Walt Disney Company Board of Directors: “We are pleased that Glass Lewis recognizes the strength of our highly qualified nominees and supports our plans to return this iconic company to a period of sustained growth and shareholder value creation. In its recommendation, Glass Lewis clearly identifies the strength of the diverse skillsets across our Board nominees, the credibility of our succession planning process and recent changes to the Board and compensation program and the promise of our recent efforts to bolster growth and value creation to position Disney for the future.”
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