Disney's Inept Partisan Management Wins Proxy Fight;
Stock Value Immediately Falls

Evil wins.

A new report claims that The Walt Disney Company and its board defeated Nelson Peltz and his Trian Fund Management following a heated and contentious proxy battle.

Reuters' Svea Herbst-Bayliss and Greg Roumeliotis report, "Walt Disney Co. has secured enough shareholder votes to defeat a challenge against its board mounted by Nelson Peltz's hedge fund Trian Fund Management, people familiar with the matter said on Tuesday."

The duo added, "Enough votes had been cast as of Tuesday evening to put Disney's board directors safely ahead of Trian's two challengers, Peltz and former Disney chief financial officer Jay Rasulo, the sources said."

So they started leaking this last night.

They had also leaked that they were ahead in voting on Tuesday, leading mega-investor Bill Ackman to accuse them of attempting to manipulate the vote. His claim is that these leaks were intended to get big institutional shareholders to vote for Iger, subtly putting out the idea that Iger was going to win anyway so if you want him to return your phone calls in the future, you'd better vote for the terrible status quo.

Bill Ackman @BillAckman

There have been a few recent articles in the press about @Disney 'winning' its proxy contest with Nelson Peltz based on early election returns that have been leaked to the media. We don't have an investment in Disney, but I thought it useful to point out the inappropriateness of these leaks to the press.

Only the company and its advisors have access to how shareholders have voted before the day of the annual meeting. My understanding is that it is illegal to release the outcome of the vote prior to it being finalized as it has the effect of manipulating the outcome. Here, the company and/or its advisors have leaked that Disney is winning the contest. It is really inappropriate that they have done so.

And how does one know that it is Disney and/or its advisors that are the source of the leak?

If Peltz were 'winning,' there would be no leaks to the press.

The reason why the progress of an election for directors must be kept confidential until the results are final is that leaking the results can affect the ultimate outcome.

Institutional shareholders worry about offending management by voting with an activist. They are concerned that if management learns that they have voted against the incumbent directors, they may lose 'access' to management going forward. In other words, Bob Iger is less likely to come visit and/or take a call with a shareholder if the shareholder voted with the dissident.

This is clearly a close election. Institutions don't want to risk voting against the incumbent board if it is clear that the activist will lose. They want to be on the winning side of the election.

Here, the company and/or its advisors have leaked the early results in order to tip more institutions and other shareholders to vote for the incumbent board, unfairly tipping the scale in the incumbent board's favor. In other words, an institution may think: if Peltz is going to lose, it is not worth taking the risk of offending management by voting for him.

This is unfortunately not an uncommon practice. Years ago, in our proxy contest with ADP, the company and/or its advisors did the same thing.

The @SECGov should do a thorough investigation of this proxy contest and appropriately punish whoever is responsible for this miscarriage of shareholder governance and justice.

Companies of the caliber of Disney and/or its advisors should not behave this way.

Lastly but importantly, I think highly of Nelson Peltz. I am sure he would be greatly additive as a member of the Disney board. Ask yourself, why is the company fighting so hard to keep him off? The fact that the company leaked the early returns to the media is further evidence that an activist of Nelson's caliber deserves to be on this board for all shareholders benefit.

Based on my knowledge of Nelson's capabilities and the dirty tricks implemented by the company and its advisors, I strongly recommend that shareholders vote for Nelson Peltz for the Disney board.

Institutions who have already voted still have time to change their vote. It is time that we make an example of Disney here so that this bad practice does not continue to poison shareholder democracy.

The stock price began falling as Disney leaked out that Iger's continued misrule was locked in:

Disney was hit by bad news this week. Same as every other week, then. Forbes got the British tax filings for the Indiana Joan movie and confirmed it lost more than $100 million.

While entertainment financial analyst Valliant Renegade has previously talked about how badly Indiana Jones 5 failed at the box office, Forbes' incredible journalist, Caroline Reid, has managed to confirm prior reporting by VR using just-released UK tax documents that finally put an end to speculation.

Indiana Jones and the Dial of Destiny failed to cover its costs at the box office according to financial statements released on Friday which show that Disney spent $134.2m more on making the movie than it is understood to have received in ticket sales.

-- Caroline Reid, Forbes

But it gets worse.

Because Forbes is only accounting for the production costs, the number that Indiana Jones lost only grows when one considers marketing costs. Because marketing costs are not calculated by the UK tax documents, we can't know for sure exactly how much all of it cost when combined. However, it is safe to say that Disney likely paid at least $120M in advertising. When added together, this puts the total at probably at least $234M. That's not far off from prior projections made by That Park Place last year.

Disney just got hit with another lawsuit -- this one alleging that they had a financial relationship with a hedge fund called ValueAct, and failed to disclose it as required by SEC rules.

Blackwells Capital upped the pressure on Walt Disney in a long-running boardroom battle, suing the entertainment giant on Thursday for information that may point to possible disclosure violations in dealings with hedge fund ValueAct Capital.

...

Disney called the claims "baseless" and said the lawsuit is a "desperate attempt to gain attention for their slate of director candidates."

...

Blackwells' suit centers around a relationship between the entertainment company and ValueAct Capital and an information-sharing agreement the two signed earlier this year. The suit said Blackwells wants to inspect books and records to "investigate its credible suspicion of wrongdoing regarding Disney's dealings and disclosures related to ValueAct."

ValueAct was managing Disney's pension funds, and then turned around and acted as a White Knight for Bob Iger. Thus people might have been swayed by ValueAct, without Disney or ValueAct disclosing the big financial incentive to spin for Iger.

I'm very depressed so I will console myself with video of Sydney Sweeney at DisneyWorld.

posted by Disinformation Expert Ace at 04:24 PM

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