Blackwells Capital Files Preliminary Proxy Statement for Disney’s 2024 Annual Meeting
22 Janeiro 2024 - 6:20PM
Blackwells Capital, a shareholder of The Walt Disney Company
(“Disney” or the “Company”) (NYSE:DIS) 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 our 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.
Jason Aintabi, Chief Investment Officer of
Blackwells, said, “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.”
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.
Mr. Aintabi concluded, “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’.”
About Blackwells Capital
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. For more
information, please visit www.blackwellscap.com.
Contacts
Gagnier CommunicationsDan Gagnier & Riyaz
Lalani646-569-5897blackwells@gagnierfc.com
Morrow SodaliMichael Verrechia & William
Dooley(800) 662-5200blackwells@morrowsodali.com
IMPORTANT ADDITIONAL
INFORMATION
Blackwells Onshore I LLC, Blackwells Capital
LLC, Jason Aintabi, Craig Hatkoff, Jessica Schell and Leah Solivan
(collectively, the “Participants”) intend to file with the
Securities and Exchange Commission (the “SEC”) a definitive proxy
statement and accompanying form of proxy card to be used in
connection with the solicitation of proxies from the shareholders
of The Walt Disney Company (the “Company”) for the 2024 Annual
Meeting of Shareholders. All shareholders of the Company
are advised to read the definitive proxy statement and other
documents related to the solicitation of proxies by the
Participants when they become available, as they will contain
important information, including additional information related to
the Participants. The definitive proxy statement and an
accompanying form of proxy card will be furnished to some or all of
the Company’s shareholders and will be, along with other relevant
documents, available at no charge on the SEC’s website at
http://www.sec.gov/.
Certain Information Regarding the
Participants
In accordance with Rule 14a-12(a)(1)(i) under the Securities
Exchange Act of 1934, as amended, the Participants in the proxy
solicitation are: Blackwells Onshore I LLC, Blackwells Capital LLC,
Jason Aintabi, Craig Hatkoff, Jessica Schell and Leah Solivan. As
of the date hereof, Blackwells Onshore I LLC beneficially owns
30,850 shares of common stock, $0.01 par value per share of the
Company (“Common Stock”), Mr. Aintabi beneficially owns 128,600
shares of Common Stock and Blackwells Capital LLC beneficially owns
128,600 shares of Common Stock. As of the date hereof, Mr. Hatkoff,
Ms. Schell and Ms. Solivan do not own any shares of Common
Stock.
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