Disney wins activists’ backing in boardroom fight with Peltz

By Svea Herbst-Bayliss

(Reuters) -Activist hedge funds ValueAct Capital and Blackwells Capital moved on Wednesday to back Walt Disney Co as it defends itself against a board challenge from a third activist investor, Trian Fund Management.

The unusual twist in the battle for Disney’s board underscores the high stakes in the company’s attempted turnaround under CEO Bob Iger.

Iger led Disney from 2005 to 2020, and returned to the helm in November 2022 as investors punished the company’s stock for a $1.5 billion quarterly loss in its streaming division and the underperformance of many of its movie franchises.

Disney said on Wednesday it had reached a deal with ValueAct to advise it on strategy and support its director nominees at its annual shareholder meeting.

Separately, Blackwells said it has nominated three directors to Disney’s board who, unlike Trian, support the company’s strategy, confirming an earlier Reuters report.

“ValueAct has a track record of collaboration and cooperation with the companies it invests in, and its co-CEO Mason Morfit has been very constructive in the conversations we’ve had over the past year,” Iger said.

Disney confirmed Blackwells’ nominations and said its governance and nominating committee would review the candidates and provide a recommendation.

“Disney has an experienced, diverse, and highly qualified board that is focused on the long-term performance of the company, strategic growth initiatives including the ongoing transformation of its businesses, the succession planning process, and increasing shareholder value,” it said.

Late last year, Trian’s CEO Nelson Peltz has nominated himself and a former Disney chief financial officer, James Rasulo, to Disney’s board, positioning themselves as people the media and entertainment giant needs to cut costs, lay out a CEO succession plan, and revamp the group’s streaming operations.

Trian said it welcomes other shareholders attempting to help “fix” Disney but said they “need Nelson Peltz and Jay Rasulo as independent voices and catalysts for much needed change on what’s been a chronically underperforming Board.”

Blackwells disagreed that Peltz and Rasulo should win seats, noting “if anyone is needed it’s the Blackwells’ nominees.”

The firm also called Disney’s agreement with ValueAct “a disappointing defensive move … Bringing all shareholders a real and better choice for directors is the necessary act that will support the future success of Disney.”

ValueAct has known the Disney team for more than a decade and has been in contact with management as it built its stake over the last months, sources told Reuters in November.

It sees room for the company’s stock price to roughly double, the sources had said. On Wednesday, Disney’s stock price rose 1%, but its shares have trailed the market over the last year, gaining 5.5% versus the broad-market S&P 500’s 22% increase.

The investment firm, which has long preferred to work with target companies out of the spotlight, has experience in the media sector.

It previously held a board seat at 21st Century Fox, and supported the company when it sold its entertainment assets to Disney.

A year ago ValueAct’s co-CEO Mason Morfit was invited onto the board of Salesforce, and helped defuse a brewing fight between the business-software maker and a handful of activists who were threatening a proxy fight.

ValueAct has board seats at roughly half the companies in its portfolio. Morfit said in a statement “we could not be more excited to partner with Bob (Iger) and the board to help create long-term sustainable shareholder value.”

In an effort to blunt the board challenge, Disney already refreshed its board in November, naming former Morgan Stanley CEO James Gorman and former SKY CEO Jeremy Darroch as directors.

(Reporting by Svea Herbst-Bayliss; Additional reporting by Dawn Chmielewski in Los Angeles and Akash Sriram and Aditya Soni in Bengaluru; Editing by Shounak Dasgupta, Nick Zieminski, Jan Harvey and David Gregorio)