Disney Stock Declines Following Victory in Proxy Battle Against Peltz

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Disney’s Shareholder Meeting Is Here. The Proxy Fight Might Already Be Over. © Provided by Barron's

Walt Disney emerged victorious over activist investor Nelson Peltz’s Trian Partners in a high-stakes showdown at the company’s annual shareholders’ meeting. A preliminary vote count revealed that Disney’s full slate of nominees for positions on the board of directors secured victory over Peltz’s candidates by a significant margin. The meeting, which took place in Burbank, Calif., witnessed heightened tension due to the proxy battle between Disney and Trian.

Despite the company’s triumph, Disney’s stock experienced a 3.1% decline following the announcement of the voting results. The proxy contest had injected uncertainty into the company’s future direction, contributing to the market’s reaction.

Trian had been advocating for strategic changes at Disney aimed at enhancing free cash flow and returns for shareholders. However, Disney maintained that its existing strategy was effective, dismissing Trian’s proposals as unnecessary and potentially disruptive. CEO Bob Iger expressed relief that the distraction of the proxy battle was now behind them, allowing the company to refocus on growth and value creation.

Trian’s nominees for two Disney board seats—Nelson Peltz and Jay Rasulo—ultimately failed to secure victory, with all 12 of Disney’s current board members being re-elected. Despite the setback, Trian acknowledged the impact of its efforts in reshaping Disney’s focus on value creation and governance.

While Trian had garnered support from influential figures like Ike Perlmutter and Institutional Shareholder Services, Disney received backing from asset manager BlackRock, shareholder-advisory firm Glass Lewis, and notable investors such as George Lucas and descendants of Walt Disney himself.

In addition to the board election, three company-endorsed proposals were approved, including the ratification of PricewaterhouseCoopers as the company’s auditor and the approval of executive compensation. However, shareholder proposals seeking greater transparency around Disney’s political and charitable contributions failed to pass.

The outcome of the proxy battle underscores the complexities of corporate governance and shareholder activism within the entertainment giant. Despite the turbulence, Disney shares have performed favorably in recent months, outpacing the broader market, reflecting investors’ confidence in the company’s long-term prospects.

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