Disney Proxy Fight: Advisor Backs Bob Iger Board Nominees, Opposes Trian Partners, Blackwells Nominees

Etan Vlessing

18 March 2024 at 1:09 pm·2-min read

As the PR war between Disney and Nelson Peltz’s Trian Partners heats up ahead of an April 3 shareholder meeting, proxy voting advisor Glass Lewis is backing Disney and CEO Bob Iger in their battle for control of the Hollywood studio.

Glass Lewis in a Monday report cited by Disney recommended the studio’s shareholders vote for its slate of proposed boardroom nominees and “withhold” on the board nominees put up by Trian Partners and Blackwells.

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“In its recommendation, Glass Lewis clearly identifies the strength of the diverse skillsets across our board nominees, the credibility of our succession planning process and recent changes to the board and compensation program and the promise of our recent efforts to bolster growth and value creation to position Disney for the future.” Mark Parker, chairman of The Walt Disney Company board of directors, said in a statement on Monday.

Peltz’s Trian and another activist Blackwells Capital have submitted their own names to join Disney’s board to be voted on by shareholders. As part of its ongoing proxy fight with Disney, Trian published a 130-page whitepaper that accused Disney’s current board of directors of being “the root cause of Disney’s underperformance” in recent years.

“Notwithstanding faults in Disney’s prior succession initiative, Trian’s intent to launch a new process is not clearly superior to, and may be heavily duplicative of, Disney’s ongoing effort, which is already tied to a special board committee composed of members we believe to be credible,” Glass Lewis stated in its report.

Third-party firms like Glass Lewis make recommendations that may carry weight with firms like Blackrock, Vanguard, State Street and other institutional investors.

“While it remains too early to say with certainty that each of those programs will prove successful, we believe it is similarly too early to suggest there exists adequate cause for investors to support alternate solicitations which may prove significantly less accretive to Disney’s trajectory, by comparison,” Glass Lewis added in its report.

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