Victory for Disney: Shareholders back Iger and board against Peltz challenge

Apr 03, 2024 in "The Walt Disney Company"

Posted: Wednesday April 3, 2024 1:23pm ET by WDWMAGIC Staff

Walt Disney Co. has successfully gathered sufficient votes from shareholders to overcome an opposition led by Trian Fund Management's Nelson Peltz against its board of directors.

The vote count announced at today's shareholder meeting put Disney's board members ahead "by a substantial margin" of the challenge posed by Peltz and Jay Rasulo, a former CFO of Disney. Additionally, Blackwells Capital's attempt to nominate three candidates for Disney's board did not succeed.

Shareholders voted to elect all 12 nominees recommended by the Disney Board: Mary T. Barra, Safra A. Catz, Amy L. Chang, D. Jeremy Darroch, Carolyn N. Everson, Michael B.G. Froman, James P. Gorman, Robert A. Iger, Maria Elena Lagomasino, Calvin R. McDonald, Mark G. Parker, and Derica W. Rice.

“We are immensely grateful to our shareholders for their investment in Disney and their belief in its future, particularly during this period of great change in the broader entertainment industry. We are fortunate to have a highly qualified Board of Directors who possess a profound commitment to the enduring strength of this company and an enormous amount of experience and expertise, including succession planning. I’m thankful for Bob and his exceptional management team, as well as Disney’s employees and Cast Members around the world, for continuing to deliver for consumers and shareholders throughout this distracting proxy battle,” said Mark Parker, Chairman of the Board, The Walt Disney Company.

“I want to thank our shareholders for their trust and confidence in our Board and management. With the distracting proxy contest now behind us, we’re eager to focus 100% of our attention on our most important priorities: growth and value creation for our shareholders and creative excellence for our consumers,” said Bob Iger, Chief Executive Officer, The Walt Disney Company.

Disney has made several strategic moves in recent months to regain investor confidence. These include a major investment in Epic Games, the creator of "Fortnite," plans to introduce an ESPN streaming service by 2025, and the addition of two new board members.

Trian and Blackwells have criticized Disney for what they perceive as failures in succession planning, a loss of creative momentum, and inadequacies in leveraging new technologies. Bob Iger, who returned from retirement in 2022 to lead Disney again, has been focusing on revitalizing the company's iconic franchises, making the streaming service profitable, and exploring partnerships for ESPN's digital expansion.

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MR.Dis16 days ago

And remember, it is not valued as of today but as of the date they made the agreement. It already appears for all the smoke that Hastings was blowing, the value is not going to that much higher -- whatever value is decided Comcast gets one third minus of course whatever they already were paid. So on the high end it could be 3B, Hastings was making noises back in a day they could be getting 10+ billion more. Looks like he was drawing to an inside straight and we gamblers all know what happens in that case LOL.

MisterPenguin17 days ago

The difference between the two valuations is about $12B. So, even using the highest valuation, Disney would be on the hook for paying Comcast another $3B. It could also mean nothing more if the third valuation was at the minimum.

ToTBellHop18 days ago

I’d be happy to independently value it for them and I only cost $50.

DCBaker18 days ago

Reuters reports Disney and Comcast are now in talks to hire an investment bank that will independently value Hulu. NEW YORK, May 6 (Reuters) - Walt Disney (DIS.N),and Comcast (CMCSA.O), are seeking to hire a financial adviser to resolve a dispute over how to value the 33% stake in streaming platform Hulu that the former will acquire from the latter, according to people familiar with the matter. The move is in accordance with a deal the companies struck for Hulu last year. It is an action their contract foresees if JPMorgan Chase (JPM.N), which provided a fairness opinion on Hulu for Disney, and Morgan Stanley, which provided such an opinion for Comcast, are too far apart in their valuation assessments. JPMorgan has valued Hulu for Disney at close to $27.5 billion, which is the floor valuation for Hulu that the companies had set as part of their 2019 "put-call" agreement, one of the sources said. Morgan Stanley valued Hulu for Comcast at more than $40 billion, another source said. Disney and Comcast are now in talks to hire an investment bank that will independently value Hulu, the sources said, requesting anonymity because the matter is confidential. Hulu, which boasts popular original titles such as "Shogun", "The Bear", "Prey", and "Only Murders in the Building", had 49.7 million subscribers at the end of Dec 2023, representing a growth of 2% from the September quarter. In remarks at a Goldman Sachs conference last year, Comcast CEO Brian Roberts called Hulu a "scarce kingmaker asset" that is "way more valuable today" than when the deal was initially struck. Disney has already completed the addition of Hulu to its Disney+ streaming service, which is home to titles such as "Moana" and "Frozen." In regulatory filings last year, Disney and Comcast had outlined that if the valuation reached by their two banks were within 10% of each other, a deal will be consummated at a valuation that is the average of the two appraisals. Since the two appraisals are more than 10% apart, Comcast and Disney are jointly in talks to pick a third bank to do an independent appraisal, the sources said. As per the terms of the agreement, if the third appraisal is closest to the valuation of that produced by Disney's bank, the average of those two valuations will be the value at which the deal gets done. Similarly, if the third appraisal is closest to the valuation of that produced by Comcast's bank, the average of those two valuations is the value at which the deal gets done. If the average of the third appraisal is below $27.5 billion, the final valuation will be $27.5 billion. In 2019, Disney and Comcast signed an agreement for Hulu with an option strike date of January 2024, after Disney's $71 billion takeover of Fox's assets, including its minority stake in Hulu. The deal gave Disney majority control over Hulu as it already owned a 33% stake in the streaming service. Comcast retained its stake in Hulu at the time believing that its value would increase significantly by 2024. In November last year, Disney agreed to take full control of Hulu and pay Comcast at least $8.6 billion for the remaining 33% stake, after Comcast triggered the deal as part of the 2019 agreement.

SirwalterraleighApr 19, 2024

I’ve got a boot ready for the kick

JoeCamelApr 19, 2024

They wanted to throw Bob out the window? ;) :cool::hilarious:

SirwalterraleighApr 19, 2024

What are you two enlightened Renaissance men carrying on about?

Casper GutmanApr 19, 2024

Turns out the anti-Peltz crowd did exactly what they said they would - they went back to criticizing Iger and skeptically discussing potential expansion plans.

James AlucobondApr 19, 2024

I was promised gloating from the anti-Peltz faction but found only endless self-indulgent wallowing from those who wanted to defenestrate Iger at any cost. 🤷🏻‍♂️

Casper GutmanApr 19, 2024

Come on, Penguin, let them have their fun while everyone else moves on.

MisterPenguinApr 18, 2024

Thank you for letting us know how wrong a Hollywood trade magazine is!!

SirwalterraleighApr 18, 2024

I’m having DoorDash delivery a really spensive espresso that morning to listen to it bright and early ☕️

monothingieApr 18, 2024

But D+ will be declared "profitable" at the next Q's earnings report!