By Senad Karaahmetovic
In a statement released yesterday afternoon, Walt Disney (NYSE:DIS) said that the activist investor Trian Fund Management nominated its co-founder Nelson Peltz to join the company’s board.
Disney is opposing such a nomination and has urged its shareholders to vote against Trian’s proposal at the upcoming annual shareholder meeting.
“The Walt Disney Company remains open to constructive engagement and ideas that help drive shareholder value. While senior leadership of The Walt Disney Company and its Board of Directors have engaged with Mr. Peltz numerous times over the last few months, the Board does not endorse the Trian Group nominee, and recommends that shareholders not support its nominee, and instead vote FOR all the Company’s nominees,” Disney said in a statement.
The Wall Street Journal reported that Trian’s senior leadership and Disney’s management team, including CEO Bob Iger and CFO Christine McCarthy, met on Tuesday in an attempt to find an agreement and avoid a proxy battle.
Disney reportedly offered a board observer role to Peltz, which he rejected. He was also asked to sign a standstill agreement.
Talks were “unfruitful,” the report added, prompting Peltz to start preparing for a proxy fight, which should have been announced today. However, Disney came out with a statement yesterday and urged its shareholders to vote against Trian’s proposal.
According to WSJ, Trian told Disney’s management that they lack cost discipline, as well as accused them of excessive compensation practices and overpriced M&A deals. According to the WSJ, Trian’s stake in Disney is worth less than $1 billion but the company would like to increase its stake in the media giant.
At the same time, Disney announced that Mark Parker, a member of the Disney Board and Executive Chairman of Nike (NYSE:NKE), will become the Chairman of its Board.
“Mark Parker’s vision, incredible depth of experience and wise counsel have been invaluable to Disney, and I look forward to continuing working with him in his new role, along with our other directors, as we chart the future course for this amazing company,” Iger said.
Parker will also head a newly created succession-planning committee that will search for a new CEO.