Disney shareholders just handed Nelson Peltz a stinging defeat, voting by a 'substantial margin' for Bob Iger's board slate



Activist investor Nelson Peltz lost his high-profile proxy fight against Disney’s board on Wednesday after shareholders voted by a “substantial margin” to reject Peltz’s proposal that he and former Disney chief financial officer Jay Rasulo be granted board seats. 

Instead, Disney’s full slate of all 12 board members were re-elected to their seats, a Disney spokesperson said in an announcement. 

For months, Peltz and his firm Trian Fund Management had been waging a major campaign against Disney’s board arguing that the board wasn’t adequately performing its duty and that CEO Bob Iger didn’t have nearly enough skin in the game. Peltz’s main criticisms of Disney’s board were that the company had botched succession planning for Iger and had failed to put together a profitable streaming strategy. The campaign put forward Rasulo as a strategic expert in the company’s juggernaut theme parks division, which didn’t gain traction with investors. 

The results of the vote handed Peltz a resounding defeat. Before the meeting even started Reuters had broken a story Peltz had already lost. Early tabulations showed Peltz losing his vote to fill longtime high-net worth investment CEO Maria Elena Lagomasino’s board seat by three to one, while Rasulo lost his vote against former Mastercard president Michael Froman by an even wider margin of five to one, according to the Hollywood Reporter

Over the course of Peltz’s fight against the Disney board both sides engaged in a media and advertising blitz to prove their case to shareholders. Disney said it spent almost $40 million on an advertising campaign. Meanwhile Peltz spent about $25 million on his media offensive and released a 133-page deck called “Restore the Magic,” outlining his plan that called for, among other things, “Netflix-like” streaming margins of 15% to 20%. 

During the campaign, Iger secured several big name supporters including JPMorgan Chase CEO Jamie Dimon, major Disney shareholder and Star Wars creator George Lucas (likely through a connection with his wife Mellody Hobson who sits on JPMorgan’s board), and the backing of many of Walt Disny’s heirs, including Abigail Disney, who has been openly critical of him in the past. Peltz did get the backing of another noted Iger hater—Elon Musk. The world’s richest man promised to buy more Disney stock if Peltz won his board seats. 

With the fight behind him, Iger said he was looking forward to returning to business as usual.  “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,” he said in a statement. 

Peltz’s camp said in a statement reported by the Wall Street Journal: “We are proud of the impact we have had in refocusing this company on value creation and good governance.” 

Disney’s stock was down 3% on the day after the vote. 

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