Activist investor Nelson Peltz launches Disney proxy fight, seeks multiple board seats

Activist investor Nelson Peltz and his firm are seeking more than two seats on Disney’s board, according to a person familiar with the matter, setting the stage for a proxy fight.

Trian Fund Management, which Peltz co-founded, said Thursday morning that it “intends to take our case for change directly to shareholders.”

Disney, for its part, suggested the proxy fight stemmed from a personal grudge held by one of Peltz’s allies, former Marvel boss Ike Perlmutter.

Trian said Disney earlier in the day offered to set up a meeting with the entertainment giant’s board, but rejected Trian’s bid to join the board, including the addition of Peltz. Trian did not note in a statement how many seats it plans to seek.

Trian declined to comment beyond its statement.

The news came the morning after Disney added Morgan Stanley CEO James Gorman and former Sky TV boss Jeremy Darroch to its board, a move widely seen as a bid to fend off a potential challenge from Peltz. Former Illumina CEO Francis deSouza will not seek reelection to the board.

“While James Gorman and Sir Jeremy Darroch represent an improvement from the status quo, the addition of these directors will not, in our view, restore investor confidence or address the root cause behind the significant value destruction and missteps that this Board has overseen,” Trian said in a statement.

Disney shares are up about 6% this year, far underperforming the S&P 500. The stock was flat Thursday. Later in the day, the company said it would reinstate its dividend at 30 cents a share for shareholders of record as of Dec. 11, payable Jan. 10. Iger had said earlier this year Disney would bring back the dividend, which it suspended in early 2020 during the first days of the pandemic.

Trian said it owns about $3 billion in Disney stock. The firm has oversight of shares owned by former executive Perlmutter, a critic of Disney chief Bob Iger whom the company fired earlier this year.

Disney fired back Thursday, saying Perlmutter has an ax to grind against Iger. Perlmutter has long complained that Disney had spent too much.

“Mr. Peltz, in partnership with Isaac Perlmutter, a former Disney executive, intends to take its case to shareholders. Mr. Perlmutter owns 78% of the shares that Mr. Peltz claims beneficial ownership of, or more than 25 million of the 33 million shares,” Disney said in a statement.

“This dynamic is relevant to assessing Mr. Peltz and any other nominees he may put forth as directors, as Mr. Perlmutter was terminated from his employment by Disney earlier this year and has voiced his longstanding personal agenda against Disney’s CEO, Robert A. Iger, which may be different than that of all other shareholders,” the company added.

Peltz had earlier pushed for a seat on Disney’s board after Trian took an approximately $800 million stake in Disney. After Iger unveiled a broad restructuring of the company in February, enacting layoffs and cost cuts, Peltz backed off a proxy fight.

But Peltz reignited his push in the lead-up to Disney’s quarterly earnings report earlier this month. The activist investor had been waiting to see what happened with the report to decide whether to make a move, CNBC previously reported.

Iger on Tuesday said he was focused on “building again” and intends to focus efforts on theme parks, ESPN’s upcoming streaming service and improving the studio business.

– CNBC’s Alex Sherman contributed to this report.

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