Disney Notches Win Against Nelson Peltz As Influential Proxy Advisory Firm Backs Company’s Board

Proxy advisory firm Glass Lewis has recommended that Disney shareholders withhold votes for all board candidates except the company’s own.

A thumbs up from the influential firm, which advise stockholders how they should vote on various matters at annual meetings, is a win for Disney. Glass Lewis cited “measurable shifts” in Disney’s strategy since CEO Bob Iger’s return in rejecting the nominees of Nelson Peltz’ Trian Group as well as candidates nominated by investment firm Blackwells. They say stockholders should vote only for Disney’s 12 nominees at the meeting set for April 3. 

“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,” said Mark Parker, chairman of the board. “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.”

Disney has been engaged in a bitter and extremely expensive battle with Trian, which is seeking board seats for its CEO Nelson Peltz as well as former Disney executive Jay Rasulo.

Both sides have been calling and engaging with shareholders to win votes amid a marketing blitz of videos, town hall and white papers.

In making its recommendation, Glass Lewis noted that Disney “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.”

Peltz has knocked Disney’s share price, strategic vision and the ability of the current board to provide accountability. Disney and Iger acknowledge the complexities of the current media landscape but insist that’s all the more reason why a highly experienced Iger and current management should be running the ship without distraction. They say Jay Rasulo has been out of the game too long to be effective and that neither have suggested any meaningful changes.

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