Disney names new chair as it prepares for proxy battle with Nelson Peltz

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Activist investor Nelson Peltz will try to force his way on to the board of Walt Disney after the company declined to nominate him as a director, setting the stage for one of the biggest proxy fights in the US in years.

Peltz is planning to take his attempt for a board seat directly to investors, according to people briefed on his plans, putting him in confrontation with Bob Iger just months after he returned for a second stint as chief executive of the sprawling entertainment group.

Disney on Wednesday said it was opposed to giving a board seat to Peltz, the head of New York-based Trian Partners, which owns a $900mn stake in the company. In an apparent attempt to get ahead of the looming fight, Disney named Nike veteran Mark Parker as its next chair.

Parker will succeed Susan Arnold, whose leadership was called into question last year over the company’s handling of former chief executive Bob Chapek’s final months in the job.

Peltz’s proxy fight against Disney would be one of the biggest boardroom battles since he forced his way into a director’s seat at consumer products group Procter & Gamble in 2018.

The months-long proxy fight, in which both sides spent more than $100mn to woo shareholders, captivated Wall Street, and Peltz eventually emerged victorious by a margin of 0.002 per cent before stepping down in 2021.

Trian released a 35-page report shortly after Disney’s announcement criticising its M&A strategy, particularly the acquisition of 21st Century Fox in 2018, saying it showed “poor judgment”.

The activist fund also denounced cost inefficiencies in Disney’s streaming business, which it said had resulted in $11bn in losses for the company to date, and called its succession planning process “broken”.

In the report, titled “Restore the Magic”, Trian laid out its vision for Disney, including calls to ensure a successor for Iger within two years and a reinstatement of its dividend by 2025.

A person close to Disney criticised the Peltz plan for lacking a strategy. “It’s really surprising that there are criticisms in [Trian’s presentation] but literally not one solution,” the person said. “Peltz has no plan.”

Disney said Arnold, the first woman to chair the entertainment group, would not stand for re-election as a director at the company’s next annual meeting because of a 15-year term limit mandated by the board’s tenure rules.

Her stint as chair, which started in 2021 after Iger stepped down from the role, was marked by the challenges brought by the Covid-19 pandemic, which hurt Disney’s theatrical and theme park businesses.

She came under scrutiny after the company renewed Chapek’s contract last summer following a bruising confrontation with Florida’s governor over an education bill deemed anti-LGBT by its opponents, only to dismiss him in November.

Parker, executive chair of Nike, has served on the Disney board for seven years. In a statement, Arnold said Parker “has helped [Disney] effectively navigate through a time of unprecedented change”.

Iger signed a two-year contract with Disney when he returned in November. In a statement, Parker said his top priority would be to “identify and prepare a successful CEO successor” and that the process “has already begun”.

Disney’s share price has fallen nearly 40 per cent over the past year as investors started to question the entertainment group’s high spending on its streaming business.

The poor performance of the shares attracted the attention of activist investor Daniel Loeb, who successfully pressed Disney to appoint media veteran Carolyn Everson to its board last autumn.

In a statement on Wednesday, Disney said its senior leadership and board had engaged with Peltz “numerous times”. It said it remains “open to constructive engagement” with him but would not endorse his nomination to the board.

Parker spent 13 years at the helm of Nike, the world’s largest sportswear maker by revenue, during a period marked by revenue growth but also controversies including an alleged “boys’ club” culture and a doping scandal.

A company lifer who joined as a footwear designer in 1979, Parker became chief executive in 2006 and oversaw an expansion of Nike’s online and sales direct to consumers. Total revenue more than doubled to $39.1bn in 2019, the last full year of his tenure.

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