ISS recommends Disney shareholders vote “FOR” 11 of Disney’s
director nominees, recognizing “positive changes” to the Board and
the “relevant experiences and business insights” of Disney’s
directors
ISS recommendation fails to acknowledge the diverse set of
skills and experience on Disney’s Board, including significant
value added by Maria Elena Lagomasino
Disney urges shareholders to protect the value of their
investment and vote FOR all 12 of Disney’s Director Nominees
– including Maria Elena Lagomasino – on the WHITE proxy
card
The Walt Disney Company (NYSE: DIS) today commented on a report
published by Institutional Shareholder Services (ISS) in connection
with the election of the company’s director nominees at the
Company’s Annual Meeting on April 3, 2024:
“While we’re heartened to see support for Michael Froman and
ISS’s recommendation to withhold on dissident directors Jay Rasulo
and the Blackwells’ nominees, we strongly believe that ISS reached
the wrong conclusion in its recent report when it comes to adding
Nelson Peltz to the board,” said Mark Parker, Chairman of The Walt
Disney Company Board of Directors. “In contrast to Glass Lewis, ISS
fails to acknowledge the breadth of perspective and expertise Ms.
Lagomasino adds to the Board. The strong recent performance and
results overseen by the Disney Board demonstrate our focus on
long-term shareholder value creation and succession planning and
our commitment to good governance practices.”
The Walt Disney Company disagrees with ISS’s recommendation to
support Trian nominee Nelson Peltz and believes Disney’s 12 Board
nominees are best qualified to provide diligent oversight of
management and create sustainable shareholder value. Nelson Peltz
does not bring additive skills to the board, nor does he have a
meaningful plan to deliver superior shareholder value in an
evolving and increasingly complex global landscape, in stark
contrast to the director Trian seeks to replace – Maria Elena
Lagomasino. Furthermore, ISS suggests that the Board “comprises
well-qualified and accomplished directors” and “does not lack a key
skill set.”
Additionally, it’s worth noting that Trian’s silent partner,
former Disney employee Ike Perlmutter, owns almost 79% of Trian’s
Disney shares. In its report, ISS agrees that Perlmutter’s
involvement is “an unfortunate distraction” and that he “may cast a
baleful shadow over the Board” if Peltz is elected. This dynamic is
relevant to assessing the Trian Group’s nominees, as Mr. Perlmutter
has a fraught history and longstanding personal agenda against
Disney’s CEO, Robert A. Iger, which would likely inhibit Nelson
Peltz from working constructively with Disney’s Board, threatening
the company’s continued turnaround.
Ms. Lagomasino is a seasoned financial leader with an extensive
capital markets career that has been centered on fiduciary
responsibility, honing an investor perspective, and deep expertise
in corporate governance. She is a governance expert who brings a
strong shareholder perspective to the Board as a founder of the
Institute for the Fiduciary Standard, a think tank committed to
promoting the vital importance of the fiduciary standard in
investment and financial advice. She has, among other roles, served
as the President and CEO of JPMorgan Private Bank, a Trustee of
Carnegie Corporation of New York and the Chair of its Investment
Committee overseeing $4b, and the CEO of WE Family Offices managing
$14b for clients. She also serves as the Lead Independent Director
of The Coca-Cola Company.
The Board strongly believes that replacing any of Disney’s
nominees with any of the Trian Group or Blackwells nominees would
deprive the company of skills and expertise required to help drive
value for shareholders, a belief Glass Lewis’ report on March 18
also supports. Disney recommends that shareholders vote FOR only
its 12 nominees and withhold votes for the Trian Group and
Blackwells nominees using the WHITE proxy card.
Shareholders with questions about how to vote their shares may
call the Company’s proxy solicitor, Innisfree M&A Incorporated,
at (877) 456-3463 (toll-free from the U.S. and Canada) or +1 (412)
232-3651 (from other countries).
Forward-Looking Statements
Certain statements in this communication may constitute
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements
regarding the Company’s expectations; beliefs; plans; strategies;
business or financial prospects or outlook; future shareholder
value; expected growth and value creation; profitability;
investments; capital allocation, including dividends and share
repurchases; earnings expectations; expected drivers and guidance,
including free cash flow and funding sources; expected benefits of
new initiatives; cost reductions and efficiencies; content
offerings; priorities or performance; and other statements that are
not historical in nature. These statements are made on the basis of
the Company’s views and assumptions regarding future events and
business performance and plans as of the time the statements are
made. The Company does not undertake any obligation to update these
statements unless required by applicable laws or regulations, and
you should not place undue reliance on forward-looking
statements.
Actual results may differ materially from those expressed or
implied. Such differences may result from actions taken by the
Company, including restructuring or strategic initiatives
(including capital investments, asset acquisitions or dispositions,
new or expanded business lines or cessation of certain operations),
our execution of our business plans (including the content we
create and intellectual property we invest in, our pricing
decisions, our cost structure and our management and other
personnel decisions), our ability to quickly execute on cost
rationalization while preserving revenue, the discovery of
additional information or other business decisions, as well as from
developments beyond the Company’s control, including: the
occurrence of subsequent events; deterioration in domestic or
global economic conditions or failure of conditions to improve as
anticipated, including heightened inflation, capital market
volatility, interest rate and currency rate fluctuations and
economic slowdown or recession; deterioration in or pressures from
competitive conditions, including competition to create or acquire
content, competition for talent and competition for advertising
revenue, consumer preferences and acceptance of our content and
offerings, pricing model and price increases, and corresponding
subscriber additions and churn, and the market for advertising and
sales on our direct-to-consumer services and linear networks;
health concerns and their impact on our businesses and productions;
international, political or military developments; regulatory or
legal developments; technological developments; labor markets and
activities, including work stoppages; adverse weather conditions or
natural disasters; and availability of content. Such developments
may further affect entertainment, travel and leisure businesses
generally and may, among other things, affect (or further affect,
as applicable): our operations, business plans or profitability,
including direct-to-consumer profitability; our expected benefits
of the composition of the Board; demand for our products and
services; the performance of the Company’s content; our ability to
create or obtain desirable content at or under the value we assign
the content; the advertising market for programming; income tax
expense; and performance of some or all Company businesses either
directly or through their impact on those who distribute our
products.
Additional factors are set forth in the Company’s Annual Report
on Form 10-K for the year ended September 30, 2023, including under
the captions “Risk Factors”, “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” and “Business”,
and subsequent filings with the Securities and Exchange Commission
(the “SEC”), including, among others, quarterly reports on Form
10-Q.
Additional Information and Where to Find It
Disney has filed with the SEC a definitive proxy statement on
Schedule 14A, containing a form of WHITE proxy card, with respect
to its solicitation of proxies for Disney’s 2024 Annual Meeting of
Shareholders. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO)
FILED BY DISNEY AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL
CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION. Investors and
security holders may obtain copies of these documents and other
documents filed with the SEC by Disney free of charge through the
website maintained by the SEC at www.sec.gov. Copies of the
documents filed by Disney are also available free of charge by
accessing Disney’s website at http://www.disney.com/investors.
Participants
Disney, its directors and executive officers and other members
of management and employees will be participants in the
solicitation of proxies with respect to a solicitation by Disney.
Information about Disney’s executive officers and directors is
available in Disney’s definitive proxy statement for its 2024
Annual Meeting, which was filed with the SEC on February 1, 2024.
To the extent holdings by our directors and executive officers of
Disney securities reported in the proxy statement for the 2024
Annual Meeting have changed, such changes have been or will be
reflected on Statements of Change in Ownership on Forms 3, 4 or 5
filed with the SEC. These documents are or will be available free
of charge at the SEC’s website at www.sec.gov.
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version on businesswire.com: https://www.businesswire.com/news/home/20240321303366/en/
David Jefferson The Walt Disney Company Corporate Communications
818-560-4832 david.j.jefferson@disney.com
Mike Long The Walt Disney Company Corporate Communications (818)
560-4588 mike.p.long@disney.com
Alexia Quadrani The Walt Disney Company Investor Relations (818)
560-6601 alexia.quadrani@disney.com
Steve Lipin Gladstone Place (212) 230-5930
slipin@gladstoneplace.com
Walt Disney (NYSE:DIS)
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