David A Grogan | CNBC
disney tore Nelson Peltz and his bid for a board seat on Tuesday as the entertainment giant’s proxy battle with the investor and his activist company, Trian Fund Management, takes shape.
Disney said in a securities filing on Tuesday that its board of directors is where it needs to be to move the company forward. The company also defended CEO Bob Iger’s past acquisitions and said Peltz did not understand Disney’s business, lacked the skills to drive shareholder value and presented no strategy.
“Peltz has no track record in large-cap media or technology, no solution to offer for the changing media landscape,” Disney said in an investor presentation released Tuesday.
Peltz raised questions about how shareholder value has recently eroded and Disney’s $71 billion acquisition of Fox in 2019. Trian also criticized what he called poor corporate governance , including Disney’s failed succession planning and lack of engagement with Trian in recent months.
A representative for Trian declined to comment on Tuesday.
Trian said he owns about 9.4 million shares valued at around $900 million, which he accumulated months ago.
disney warned and opposed Trian on Wednesday when she announced that Mark Parker, the executive chairman of Nikewould become the new Chairman of the Board.
In Tuesday’s filing, the company defended the many acquisitions made under new CEO Iger, including Marvel and Lucasfilm, saying they enhanced the company’s value for shareholders and were transformative for the company.
Disney’s portfolio means it often tops the box office with Marvel movies and “Star Wars” episodes. These assets have also provided much of the content for its flagship streaming service, Disney+.
Regarding its acquisition of Fox, which Peltz took particular issue with in his presentation on Thursday, Disney said Fox has further expanded its intellectual property portfolio and provided the company with a “deep bench” of talent, including Dana Walden, who has been seen as a contender for the next leader the company.
When Iger made his shock return at the helm of Disney in November – replacing his hand-picked successor Bob Chapek after a poor earnings report – he said he would only stay two years to help seek his next successor. New board chairman Parker will lead the search process for a new CEO, the company announced Wednesday.
Disney noted Tuesday that in addition to succession planning, it’s in the middle of a cost reduction plan and prioritizing streaming profitability.
Disney’s stock was tough in 2022 as it emerged from the early days of the pandemic when movie theaters and theme parks were closed. Slower streaming subscriber growth too weighed in on media stocks Last year.
Peltz told CNBC on Thursday that he was pushing for a seat on the board to gain access to inside numbers and tell other members if and when they missed opportunities.
Disney on Tuesday disputed some of Peltz’s claims about the parties’ conversations so far.
The company said it offered Peltz an information-sharing agreement, meaning he would have met quarterly with management and the board, rather than an observer role on the board. administration, as Peltz had said. Otherwise, Disney pointed to numerous interactions between the company and Trian.
— CNBC’s David Faber contributed to this report.