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8 months ago
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UPDATED with Trian statement. Activist investment firm Trian Fund Management says it is “disappointed that Disney is running a scorched-earth campaign.”
In a response to Disney’s recent salvos in a weeks-long proxy battle, Trian said Disney’s efforts appear to be “focused on deflecting attention from the board’s failures.”
Addressing one of the personality clashes at the center of the dispute, that between Disney CEO Bob Iger and former Marvel Chairman Ike Perlmutter, Trian said it is “irrelevant” to the proxy fight. Trian has been angling to have its co-founder, Nelson Peltz (an ally of Perlmutter) and ex-Disney CFO Jay Rasulo elected to the board of directors. Board elections will be held at Disney’s annual shareholder meeting on April 3.
“This election contest is not about Mr. Iger or Mr. Perlmutter,” Trian said. “We do not oppose Mr. Iger’s reelection nor his continued service as CEO. Mr. Perlmutter is not on the ballot, is not seeking a Board seat and will not influence the fiduciary responsibilities of our candidates. He owns more than $2.5 billion of Disney stock; he, like all shareholders, wants Disney to improve and create value. The relationship between Mr. Iger and Mr. Perlmutter is irrelevant.”
PREVIOUSLY:
Disney’s latest salvo in a proxy fight with activist investor Trian Fund Management highlights the firm’s “silent partner” Ike Perlmutter and his “difficult history with Bob Iger.”
That critique came in a 20-page slide deck, a follow-up to an anti-Trian video released by Disney earlier this week. The clash has intensified ahead of Disney’s annual shareholder meeting on April 3. The new slide deck, titled “Correcting Trian’s Fiction With Facts,” revisits a number of prior arguments, many of which were included in the video. (Trian laid out its case in a 130-page white paper earlier this month.)
For Hollywood observers in particular, though, Disney’s take on former Marvel boss Perlmutter is intriguing. It also cuts a bit deeper than previous public comments on the former exec by Iger and the company.
Perlmutter, who has long been friendly with Trian co-founder and front man Nelson Peltz, has been the firm’s “silent partner” in the effort to secure board seats for Peltz and ex-Disney CFO Jay Rasulo, Disney maintains. “The former Perlmutter’s fraught history with Bob Iger appears to have driven his collaboration with Peltz to run a proxy contest,” the document states, noting that Perlmutter owns about 79% of the shares Peltz “claims” to own.
Trian “neglected to address Perlmutter’s well-chronicled, difficult history with Bob Iger and many Disney
employees, which is a highly relevant consideration for shareholders,” in Disney’s view. The firm “has said little about the role and influence of Perlmutter — it is not credible that Perlmutter is truly just sitting on the sidelines.”
Perlmutter’s oversight of Marvel’s studio “was severed in 2015,” the document continues. The parting was “due to his ongoing antagonization of the creative team and vehement opposition to expanding the group’s output to films like Black Panther and Captain Marvel.” Those films went on to gross $1.3 billion and $1.1 billion at the global box office, respectively.
Ties with Perlmutter were completely cut in March 2023 “as part of the company’s cost reduction program,” the slide deck unsentimentally adds. His alignment with Peltz and the campaign to dislodge Iger began soon thereafter.
Rasulo doesn’t escape scrutiny in the latest blast from Burbank. The former CFO, who left Disney in 2015 after being passed over for the CEO role, and Peltz “do not add incremental skills to Disney’s board,” Disney asserts. Since Rasulo joined the board of iHeartMedia, the company’s performance metrics have only gotten worse, and the exec “failed to address streaming’s challenge to legacy radio.”
The exec “did not drive” either strategy or succession planning at Disney, the company says, and he “has no credible succession planning experience.”
Trian has made succession a key aspect of its criticism of Disney. Since returning as CEO in November 2022, Iger has repeatedly said a formal process of succession planning is under way and that he will pass the baton for certain at the end of his current contract in 2026. Trian has noted his multiple reversals of previously stated plans to step down during his 14-year initial run as CEO, as well as his decision to hand control to Bob Chapek in 2020. Chapek ended up being ousted by the board after a series of missteps and increasing concern by Iger about the direction of the company.
Meanwhile, as the proxy saber-rattling continues, a notable business figure has aligned with Iger. JPMorgan Chase CEO Jamie Dimon, a highly influential figure in banking and finance circles, sent a statement to CNBC laying out his rationale.
“Bob is a first-class executive and outstanding leader who I’ve known for decades,” Dimon said in the statement. “He knows the media and entertainment business cold and has the successful track record to prove it. It’s a complicated industry filled with creative talent, requiring the unique expertise and engagement skills that Bob possesses. Putting people on a Board unnecessarily can harm a company. I don’t know why shareholders would take that risk, especially given the significant progress the company has made since Bob came back.”
