Is Woke Disney Spooked by Proxy Fight?

Disney is facing a proxy fight from activist investment group Trian. Trian buys up stocks in companies they believe are underperforming, then attempts to force one of their own on to the underperforming company's board of directors, then makes changes to deliver better returns for stock owners.

Reportedly, they've generally been successful in making companies more profitable.

Woke Disney is determined to sacrifice profit and shareholder value to pursue their "Not-So-Hidden Gay Agenda." So they are resisting Trian's attempt to install the group's founder and would-be inside man Nelson Peltz on to the board -- but Woke Disney, of course, doesn't want anything to change. They don't want any outsiders on the board, just Iger's handpicked yes-men. And Disney doesn't want to prioritize profit; they want to prioritize The Message, and if that results in the company and its shareholders losing money, oh well!

Disney is shrieking, "Ignore those profit-focused men who want to increase shareholder value! Stick with us and continue losing money but gaining Young Recruits to LGBT2IA!"

With Nelson Peltz angling for a seat on Disney’s board, the company on Thursday blasted the activist investor, his firm Trian Group, and his son, Matthew Peltz, whom Trian is proposing as a possible alternate candidate.

"The Disney Board of Directors does not endorse Nelson Peltz (or his son Matthew, who is running as an alternate Mr. Peltz may swap in) as a nominee, and believes the election of either Mr. Peltz or his son would threaten the strategic management of Disney during a period of important change in the media landscape," the company said today.

Disney shareholders will vote on the boad of directors at the next annual meeting. The event is usually in early March but may be delayed a bit this year. The company is proposing slate of 11 directors -- it used to be 12 until the retirement of former board chair Susan Arnold. Peltz has gotten himself added to the ballot and the battle, called a proxy fight, is heating up.

The 11 directors with the most votes win, so Peltz has to basically unseat one one Disney’s nominees and has targeted Michael Froman. He is citing Froman’s lack of board experience and urging shareholders to withhold support for Froman and vote for him instead.

Both Disney and Trian are sending all Disney shareholders voting cards with the full list of board candidates and their recommendations. Shareholders can use card either to vote.

Trian has set up a "Restore the Magic" website to explain their dissatisfaction with Disney, and to propose how they intend to fix it.

Note they do not address Disney's woke agenda.

I don't think they want to make this into some kind of political fight.

But surely they've noticed Disney's woke agenda. And surely many of the shareholders have as well.

And many of them have noticed that Disney's share value has fallen by almost half the past year.

In his letter, posted to his website Restore the Magic, Trian targets Disney's board, calling out its declining stock price and earnings per share over the past year, as well as its decision to cancel dividends.

Trying to win over the shareholders, Peltz -- who is worth $1.4billion and currently owns 0.5 percent of Disney through his firm Trian Partners -- writes that 'earnings per share have declined an astounding 50 percent since 2019 because costs have ballooned, even as Disney generated 41 percent more in revenue.'

At the same time, he said, the share price has plummeted 44 percent in 2022.

'For a company with so many advantages -- unparalleled consumer loyalty and access, valuable intellectual property, renowned brands, an enviable library of content and a talented and engaged workforce -- it is disappointing and simply unacceptable that shareholders have suffered so much,' he said.

'We cannot sit idly by,' the letter continues. 'And we hope you will not either.

'If shareholders like us and you remain passive, without demanding more accountability and an ownership mentality in the boardroom, why shouldn't we expect the stock to do anything other than fall back to another eight-year-low?

'As the owners of this great company, we must act,' it says, before touting Peltz's work at other companies including Unilever, Procter & Gamble and Wendy's.

'Nelson is prepared to ask the hard questions at Disney and pursue excellence in strategy, leadership, culture and performance,' the letter continues, claiming: 'Disney's executives and directors do not want Nelson in the boardroom.

'Based on our experience, we believe they don't want to be challenged, answer hard questions or have robust debates. They prefer the status quo.

'But shareholders need someone in the boardroom who is experienced enough, committed enough and objective enough to insist that Disney live up to its full potential,' the letter concludes.

Midnight's Edge discusses the proxy fight below. It's Andrej's speculation that the blitz across all the leftwing trade papers -- Deadline, Variety, THR -- telling investors to stick with Team Woke indicates that Disney is "panicked" about Trian getting a non-Iger stooge on to the board.

I don't think I buy that. Disney would tell stockholders not to vote for the Peltz bid whether they were worried about it or not, and of course Disney's leftwing media allies want to keep the Not-So-Secret Gay Agenda going.

Obviously, it is the recommendation of the Ace of Spades Investment Group that all Disney shareholders vote for Peltz to join the board, or give their proxy fights to Trian so that they can vote for Peltz to join the board.

There are rumors that Woke Disney is considering selling off, depending on the rumor, Lucasfilm or the Star Wars IP, ESPN, or the ABC network. I imagine they'd be interested in selling off Fox studios, once they've extracted the money-making franchises from it. But I don't know who'd want to buy that.

The Critical Drinker gloats over the collapse of Woke Disney.

posted by Ace at 04:10 PM

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