Shareholders voted to elect Disney’s (DIS) full slate of 12 directors

Key Summary:  On Jan 18, 2024, Trian Fund filed proxy materials seeking support for its nominees and proposals.  On Jan 3, 2024, Blackwells nominated 3 board candidates against Trian Fund.

Market Cap: $224 billion | The Walt Disney Company, together with its subsidiaries, operates as an entertainment company worldwide. At the AGM held on April 3, 2024, Shareholders voted to elect all 12 nominees recommended by the Disney Board.

Blackwells Capital

• On January 3, 2024, Blackwells Capital nominated three candidates for Disney's board of directors, opposing Trian Fund Management's efforts. Blackwells believed that Trian's campaign was disconnected from Disney stakeholders' needs and driven by personal animus. They also expressed concerns about Trian's association with Ancora Holdings Group, requesting a Disney Board investigation. They argued that their candidates complemented Disney's current leadership better than Trian's nominees. Source

• On March 4, 2024, Blackwells Capital released its full investor presentation titled “The Future of Disney”

• On March 11, 2024, Blackwells Capital raised concerns about an undisclosed relationship between The Walt Disney Company and ValueAct Capital Management, L.P. It was revealed that ValueAct had been managing Disney's pension fund assets, earning significant fees, while publicly endorsing Disney's board and management. Blackwells questioned the transparency and ethics of the Board's actions, demanding full disclosure of the relationship and related agreements. Despite their demands, the Board denied releasing this information. Blackwells urged fellow shareholders to demand transparency and proposed three qualified nominees for election at Disney's upcoming annual meeting. Source

Trian Fund

• On January 12, 2023, Trian Fund filed proxy materials for the election of Nelson Peltz, its CEO and Founding Partner, to the Board at 2023 AGM. Trian believes that Disney’s recent performance reflects the hard truth that it is a company in crisis with many challenges weighing on investor sentiment. While we acknowledge that Disney, like many media companies, is undergoing a challenging pivot to streaming, Disney also benefits from owning best-in-class intellectual property, a more diversified business mix, and a Parks business that is enjoying all-time high profitability. As such, we believe that the Company’s current problems are primarily self-inflicted and need to be addressed immediately, including poor corporate governance, prro strategy and operations and poor capital allocation. Source

• On January 20, 2023, Trian Fund filed proxy materials seeking support for its nominees.

• On January 27, 2023, Trian Fund filed proxy materials seeking support for its nominees.

• On February 2, 2023, Trian Fund issued a press release and a letter to shareholders related to the company, which Trian also simultaneously published to its website, located at www.RestoreTheMagic.com

• On February 9, 2023, Trian Fund congratulated the company on its recently announced operating initiatives, which are a win for all shareholders and broadly align with Trian’s thinking, and, pursuant to which, Trian announced it is withdrawing its nomination of Nelson Peltz to the board of directors of the Company. Source

• On November 30, 2023, Trian Fund stated that it had discussions with Disney's CEO and was offered a meeting with the Board. However, Disney declined Trian's request for Board representation, including Nelson Peltz. Trian expressed disappointment in Disney's performance, citing a loss of around $70 billion in shareholder value since February and underperformance compared to peers and the broader market over the last decade. They believe the recent additions to the Board will not restore investor confidence, and Trian intends to present its case for change directly to shareholders. Source

• On December 14, 2023, Trian Fund statd that it intends to nominate two independent director candidates for the Board at the 2024 AGM. Trian believes that Disney has underperformed its potential, with lower earnings per share (EPS) despite significant capital investment and lagging margins in its businesses. SourceTop of Form

• On January 18, 2024, Trian Fund filed proxy materials soliciting votes for several matters, including the election of Nelson Peltz and James (“Jay”) A. Rasulo as directors for one year (Proposal 1), ratification of PricewaterhouseCoopers LLP as independent auditors for fiscal 2024 (Proposal 2), an advisory vote on executive compensation (Proposal 3), approval of an amendment to the 2011 Stock Incentive Plan (Proposal 4), consideration of shareholder proposals on excessive golden parachutes (Proposal 5) and political expenditures (Proposal 6), approval of a resolution repealing certain Bylaws provisions (Proposal 7), and an advisory vote on board size and related vacancies (Proposal 8). Source

• On January 22, 2024, Trian Fund stated that it is posting messages on various social media platforms and its website, www.RestoretheMagic.com regarding its proxy solicitation for The Walt Disney Company's 2024 AGM. It stated, "Despite their significant net worth, Disney's non-management directors collectively own less than $15M in $DIS stock. " Source

• On March 21, 2024, Former public company directors who have collaborated with Nelson Peltz and Trian sent a letter to the Board praising their constructive approach and ability to enhance shareholder value. Signatories include directors from respected companies, emphasizing Nelson's positive impact in the boardroom. They encourage Disney's Board to work with him for shareholder benefit.

• On March 21, 2024, ISS recommended that shareholders vote “FOR” Nelson Peltz and “WITHHOLD” on Maria Elena Lagomasino on Trian’s BLUE proxy card in connection with Disney’s annual meeting on April 3, 2024. Source

• On March 27, 2024, Egan-Jones recommended that shareholders vote “FOR” both of Trian’s nominees, Nelson Peltz and Jay Rasulo, and “WITHHOLD” on Maria Elena Lagomasino and Michael B.G. Froman in connection with Disney’s annual meeting on April 3, 2024.

• On April 1, 2024, the company announced that two respected institutional investors, the California Public Employees' Retirement System (CalPERS) and Neuberger Berman, a global asset manager, have expressed their support for both of Trian’s nominees, Nelson Peltz and Jay Rasulo, in connection with the annual meeting, which is scheduled to be held on April 3, 2024.

• At the AGM held on April 3, 2024, Shareholders voted to elect all 12 nominees recommended by the Disney Board. Source