Nelson Peltz’s battle to join the Disney board has crossed another crucial step.
Peltz’s Trian Partners on Wednesday released its preliminary proxy statement, in which it said it would ask shareholders to withhold their votes for current Disney board members Michael B.G. Froman and Maria Elena Lagomasino, and instead vote for Peltz and former Disney CFO Jay Rasulo to join the board.
Trian argues against voting for Froman “because he has no experience as a public company director outside of Disney and has spent most of the past 25 years of his career in fields which appear largely unrelated to Disney’s businesses: working as a federal trade representative, a national security advisor, and a financial executive.”
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Trian’s argument against Lagomasino is “because her background in wealth management also appears largely unrelated to Disney’s businesses,” and due to her position on the Disney compensation committee, in which she “has overseen a number of misaligned compensation practices.”
Peltz’s Trian Group officially nominated him and Rasulo last month, with Disney’s board arguing that Peltz and Rasulo’s nominations should be rejected, and laying out their rationale why.
Blackwells Capital, another activist, also nominated its board slate of Craig Hatkoff, Jessica Schell and Leah Solivan Thursday morning. Blackwells is asking shareholders to withhold votes for all Disney and Trian nominees, and to only vote for its own nominees.
Disney and Trian have each asked shareholders to withhold votes for the Blackwells nominees.
With the respective board slates set, the next step will be to hold the annual meeting and let shareholders vote. That bsing said, there is always the chance for a last-minute deal between the parties, given the high cost associated with lobbying shareholders.
Third-party firms like Institutional Shareholder Services are also expected to weigh in on what shareholders should so, and their recommendations may carry weight with firms like Blackrock, Vanguard, State Street and other institutional investors.
