The Trian Group,1 which beneficially owns $3.5 billion of common
stock in The Walt Disney Company (NYSE: DIS), today issued a
comprehensive assessment of Disney that links years of failed
oversight concerning governance, executive compensation, succession
and strategy by Disney’s Board of Directors to the Company’s
chronic underperformance. This White Paper also provides
information about the qualifications and insights of Trian’s two
nominees for the Board and outlines initiatives that Trian believes
the Board should consider to improve the governance and performance
of the Company. The Disney annual meeting will be held on April 3,
2024.
Trian’s White Paper is available at:
https://restorethemagic.com/wp-content/uploads/2024/03/Disney-Trian-White-Paper-2024.pdf
Trian said:
“We love Disney and believe it is one of the most advantaged
diversified media companies with brands, assets and loyalty that
enable it to delight consumers and perform for shareholders.
However, we believe Disney has lost its way in the past decade,
making strategic and operational missteps that have resulted in
deteriorating financial performance2 and poor absolute and relative
stock returns3, costing shareholders billions.4 We believe the root
cause of Disney’s chronic underperformance is a Board that lacks
focus, and accountability and has consistently failed to fulfill
its essential duties. At this critical point for Disney, we believe
shareholders need independent directors who have the dedication,
shareholder mindset and track record necessary to help unlock the
Company’s immense creative and financial potential. In our view,
change is desperately needed.
Following rigorous analysis, we have outlined a number of areas
in which we can bring fresh thinking, including: (i) enhancing
corporate governance and accountability; (ii) accelerating media
profitability; (iii) reviewing the creative engine, and (iv)
clarifying Disney’s strategic focus. We are confident that with
Nelson Peltz and Jay Rasulo in the Disney boardroom, working
collaboratively with CEO Bob Iger and Disney’s other directors, we
can restore the magic and generate returns that shareholders expect
and deserve.”
To ensure the election of Nelson Peltz and Jay Rasulo, it is
essential that shareholders vote “FOR”
Nelson Peltz and Jay Rasulo, and
“WITHHOLD” on Michael B.G. Froman, Maria
Elena Lagomasino, and all three Blackwells Nominees. For
more information, visit our website: www.RestoreTheMagic.com.
About Trian Fund Management, L.P.
Founded in 2005, Trian Fund Management, L.P. (“Trian”) is a
multi-billion dollar investment management firm. Trian is a highly
engaged shareowner that combines concentrated public equity
ownership with operational expertise. Leveraging the 40+ years’
operating experience of our Founding Partners, Nelson Peltz and
Peter May, Trian seeks to invest in high quality but undervalued
and underperforming public companies and to work collaboratively
with management teams and boards to help companies execute
operational and strategic initiatives designed to drive long-term
sustainable earnings growth for the benefit of all
stakeholders.
Media Contacts:
Anne A. Tarbell(212) 451-3030atarbell@trianpartners.com
Paul Caminiti / Pamela Greene / Jacqueline ZuhseReevemark(212)
433-4600Trian@reevemark.com
Investor Contacts:
Matthew Peltz(212) 451-3060mpeltz@trianpartners.com
Ryan Bunch(212) 451-3176rbunch@trianpartners.com
Bruce Goldfarb / Pat McHughOkapi Partners LLC(212) 297-0720(877)
629-6357info@okapipartners.com
Edward McCarthy / Richard Grubaugh / Thomas GerminarioD.F. King
& Co., Inc. (212) 229-2634 Disney@dfking.com
Disclaimer
Except as otherwise set forth in this press
release, the views expressed in this press release reflect the
opinions of Trian Fund Management, L.P. and its affiliates
(“Trian”), and are based on publicly available information with
respect to The Walt Disney Company (“Disney” or the “Company”).
Trian recognizes that there may be confidential information in the
possession of the Company that could lead it or others to disagree
with Trian’s conclusions. Trian reserves the right to change any of
its opinions expressed herein at any time as it deems appropriate
and disclaims any obligation to notify the market or any other
party of any such change, except as required by law. Trian
disclaims any obligation to update the information or opinions
contained in this press release, except as required by law. For the
avoidance of doubt, this press release is not affiliated with or
endorsed by Disney.
This press release is provided merely as
information and is not intended to be, nor should it be construed
as, an offer to sell or a solicitation of an offer to buy any
security nor as a recommendation to purchase or sell any security.
Funds, investment vehicles, and accounts managed by Trian currently
beneficially own shares of the Company. These funds, investment
vehicles, and accounts are in the business of trading – buying and
selling – securities and intend to continue trading in the
securities of the Company. You should assume such funds may from
time to time sell all or a portion of their holdings of the Company
in open market transactions or otherwise, buy additional shares (in
open market or privately negotiated transactions or otherwise), or
trade in options, puts, calls, swaps or other derivative
instruments relating to such shares.
Some of the materials in this press release
contain forward-looking statements. All statements contained herein
that are not clearly historical in nature or that necessarily
depend on future events are forward-looking, and the words
“anticipate,” “believe,” “expect,” “potential,” “could,”
“opportunity,” “estimate,” “plan,” “once again,” “achieve,” and
similar expressions are generally intended to identify
forward-looking statements. The projected results and statements
contained herein that are not historical facts are based on current
expectations, speak only as of the date of these materials and
involve risks, uncertainties and other factors that may cause
actual results, performances or achievements to be materially
different from any future results, performances or achievements
expressed or implied by such projected results and statements.
Assumptions relating to the foregoing involve judgments with
respect to, among other things, future economic competitive and
market conditions and future business decisions, all of which are
difficult or impossible to predict accurately and many of which are
beyond the control of Trian.
The estimates, projections and potential impact
of the opportunities identified by Trian herein are based on
assumptions that Trian believes to be reasonable as of the date of
this press release, but there can be no assurance or guarantee (i)
that any of the proposed actions set forth in this press release
will be completed, (ii) that the actual results or performance of
the Company will not differ, and such differences may be material,
or (iii) that any of the assumptions provided in this press release
are accurate.
Important Information
Trian Fund Management, L.P., together with
Nelson Peltz, Peter W. May, Josh Frank, Matthew Peltz, Isaac
Perlmutter, James A. Rasulo, Trian Fund Management GP, LLC, Trian
Partners, L.P., Trian Partners Parallel Fund I, L.P., Trian
Partners Master Fund, L.P., Trian Partners Co-Investment
Opportunities Fund, Ltd., Trian Partners Fund (Sub)-G, L.P., Trian
Partners Strategic Investment Fund-N, L.P., Trian Partners
Strategic Fund-G II, L.P., Trian Partners Strategic Fund-K, L.P.,
The Laura & Isaac Perlmutter Foundation Inc., Object Trading
Corp., Isaac Perlmutter T.A., and Zib Inc. (collectively, the
“Participants”) filed a definitive proxy statement and accompanying
form of blue proxy card (as supplemented and amended on February
12, 2024, the “Definitive Proxy Statement”) with the Securities and
Exchange Commission (the “SEC”) on February 1, 2024 to be used in
connection with the 2024 annual meeting of shareholders of the
Company.
THE PARTICIPANTS STRONGLY ADVISE ALL
SHAREHOLDERS OF THE COMPANY TO READ THE DEFINITIVE PROXY STATEMENT
AND OTHER PROXY MATERIALS BECAUSE THEY CONTAIN IMPORTANT
INFORMATION. SUCH PROXY MATERIALS ARE AVAILABLE AT NO CHARGE ON THE
SEC’S WEBSITE AT HTTP://WWW.SEC.GOV AND TRIAN’S WEBSITE,
HTTPS://RESTORETHEMAGIC.COM. THE DEFINITIVE PROXY STATEMENT AND
ACCOMPANYING PROXY CARD WILL BE FURNISHED TO SOME OR ALL OF THE
COMPANY’S SHAREHOLDERS. SHAREHOLDERS MAY ALSO DIRECT A REQUEST TO
EITHER OF TRIAN’S PROXY SOLICITORS, OKAPI PARTNERS LLC, 1212 AVENUE
OF THE AMERICAS, NEW YORK, NY 10036 (SHAREHOLDERS CAN E-MAIL
INFO@OKAPIPARTNERS.COM OR CALL TOLL-FREE: (877) 629-6357), OR D.F.
KING & CO., INC., 48 WALL STREET, NEW YORK, NY 10005
(SHAREHOLDERS CAN E-MAIL DISNEY@DFKING.COM OR CALL TOLL-FREE: (800)
207-3158).
Information about the Participants and a
description of their direct or indirect interests by security
holdings or otherwise can be found in the Definitive Proxy
Statement.
________________________________
1 Please refer to the definitive proxy statement, filed with the
United States Securities and Exchange Commission by Trian Fund
Management L.P. and certain of its affiliates and other persons
(the “Definitive Proxy Statement”)) for information regarding the
members of the “Trian Group.” Nelson Peltz beneficially owns Disney
shares worth approximately $3.5 billion and Jay Rasulo owns Disney
shares worth approximately $775,000, in each case as further
detailed in the Definitive Proxy Statement. Note that ownership
position values are based on Disney’s share price at the close of
business on February 12, 2024.2 Operating income, free cash flow
and earnings per share have declined by 18%, 50% and 85%,
respectively, since 2018. Source: SEC filings. Note: Earnings per
share represents "Diluted EPS from continuing operations”.3
Disney’s total shareholder return (“TSR”) (defined as the total
return an investor would have received if they purchased one share
of stock on the first day of the measured period, inclusive of
share price appreciation and dividends paid) through 10/06/23 is
negative over the 1, 2, 3, 4, 5, 6, 7, and 8-years prior to
10/06/23. 10/06/23 represents the trading day prior to the WSJ
article titled “Nelson Peltz Boosts Disney Stake, Seeks Board
Seats” by Lauren Thomas and Robbie Whelan reporting on Trian’s
increased beneficial ownership in Disney shares and expected
request for Board representation. Additionally, Disney’s TSR vs.
the S&P 500 over a 1, 3, 5, and 10 year period is -34%, -66%,
-89% and -168%, respectively in such periods prior to 10/06/23. We
highlight the S&P 500 here only as a widely recognized index,
however, for various reasons the performance of the index and that
of the securities mentioned above may not be comparable. One cannot
invest directly in an index.4 Disney shareholders have collectively
lost over $200 billion. “Over $200 billion” represents the
cumulative market value lost between Disney’s all-time high closing
price on 03/08/21 and 10/06/23.
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