Raphael Stevens

Porsche managed to increase its global deliveries last year by 2.6% despite global supply chain issues.
The German sports car manufacturer said Thursday it delivered 309,884 vehicles to customers last year.
Porsche said a 16% drop in global sales of its electric Taycan were “due to supply chain bottlenecks and limited component availability.”

Porsche shares rose in their stock market debut Thursday, in one of the biggest public offerings in Europe ever.
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Porsche managed to increase its global deliveries last year by 2.6% despite worldwide supply chain issues that crippled other carmakers as well as sales of its first all-electric car.
The German sports car manufacturer said Thursday it delivered 309,884 vehicles to customers last year, up from 301,915 vehicles in 2021.

“The many challenges caused by the war in Ukraine, interrupted supply chains and the ongoing semiconductor crisis have shaped the past year and put us to the test,” Detlev von Platen, Porsche’s head of sales and marketing, said in a release.
Luxury vehicle sales have fared better than mainstream models amid high interest rates and inflationary pressures. Ultra-luxury automakers Bentley and Rolls-Royce both reported record sales last year.
Porsche’s U.S. sales outpaced an estimated 8% to 9% decline in overall auto sales in 2022.
Leading Porsche’s slight rise in sales last year was a 13% increase in overseas and emerging markets, followed by an uptick of 5.8% in Europe. Its sales in North America were flat, and deliveries declined about 2% in China.

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Porsche’s U.S. sales were essentially level for the year, increasing by just 40 units to 70,065 vehicles. The largest rise in sales was a 22.5% increase in the Cayenne crossover. Most other models experienced notable declines, including a roughly 23% drop in sales of Porsche’s all-electric Taycan to 7,271 units.
The carmaker said the decline in Taycan sales, including a 16% drop globally, was “due to supply chain bottlenecks and limited component availability.”

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The U.S. Chamber said it is prepared to challenge the FTC in court over a proposal to ban noncompete clauses.
The Chamber argues that the FTC is overstepping its bounds and does not have the authority to lift noncompetes for all employers.
The Senate has already proposed bipartisan legislation banning noncompete clauses.

Signage is seen on the Chamber Of Commerce Building in the Manhattan borough of New York City, New York, U.S., April 21, 2021.
Andrew Kelly | Reuters

A major business advocacy group has pledged to sue the Federal Trade Commission if it acts on a proposal to ban noncompete clauses in worker contracts — an issue that has bipartisan support among lawmakers.
The U.S. Chamber of Commerce, which represents some 3 million businesses, is prepared to sue if the FTC continues to push for a proposal that prohibits companies from imposing noncompete clauses on employees, President and CEO Suzanne P. Clark told reporters Thursday. The organization is the largest U.S. business trade group and spent close to $60 million lobbying lawmakers during the first three quarters of last year, according to non-partisan campaign finance watchdog Open Secrets.

The Chamber called the proposal “blatantly unlawful” and ignorant of established state laws where “noncompete agreements are an important tool in fostering innovation and preserving competition.” The change would potentially increase wages by approximately $300 billion a year for workers, according to the FTC.
The organization has also vowed to lobby Congress to limit some of the FTC’s regulatory activities through the appropriations process, said Neil Bradley, executive vice president, chief policy officer and head of strategic advocacy for the U.S. Chamber.
Banning noncompete agreements is “clearly authority that (the FTC doesn’t) have and no one has ever thought that they had,” Bradley said. “Those are things that we can try to forge bipartisan agreement on to get appropriations writers to limit the authority.”
The agency’s premise — that it can eliminate noncompetes under Section 5 of the FTC Act, which bans unfair methods of competition — is something most legal observers don’t think is possible, Bradley said.
“This is why states have regulated it. And until Congress changes that, it’s really important if … you believe in the rule of law, that at a minimum, federal agencies abide by the law. And this is not abiding by the law no matter how you write it,” Bradley said.

Lifting noncompetes could also threaten business innovation, said Clark, by endangering “secret-keeping” among former employees who freely transition to another company.
The U.S. Chamber is no stranger to challenging federal agencies it feels have overreached their authority in court. It has filed a lawsuit against the FTC in the past year, as well as the Securities and Exchange Commission and the Consumer Financial Protection Bureau.
But its mission to counter the FTC’s power might face an uphill battle in the House where the chamber has fallen out of favor with Republican leadership, including new House Speaker Kevin McCarthy, R-Calif, after it backed so-called woke policies. This past summer, McCarthy said he would not even meet with the group if he won the speakership, according to Axios.
The proposal to ban noncompetes has also been taken up before in the Senate. A bill introduced by Sen. Chris Murphy, D-Conn., in 2021 to eliminate them under certain conditions attracted bipartisan support from Republican cosponsors, Sens. Todd Young of Indiana and Kevin Cramer of North Dakota.
At the time, Young said that lifting noncompete clauses would provide Americans the “utmost flexibility to find and secure employment” during the pandemic.
“Non-compete agreements stifle wage growth, career advancement, innovation, and business creation,” he said.
Bradley said working with Congress to limit the FTC’s authorities will be an “uphill challenge” with President Joe Biden in office and with Democrats in control of the Senate.
“We’re going to work all angles we’re not putting all of our eggs in the appropriations … basket,” he said. “We’re already in litigation, and we’re going to be in future litigation against the FTC.”

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The CDC, in a report published Thursday, found that 93% of kindergartners were up to date with state-required vaccines during the 2021-22 school year, a decline of 2% from 2019-20.
CDC officials said this leaves a quarter of a million kindergartners vulnerable to measles.
The officials said disruptions to schools and the health-care system during the Covid pandemic are largely responsible for the decline in vaccination rates.

In this handout from the Centers for Disease Control and Prevention (CDC), a thin-section transmission electron micrograph (TEM) reveales the ultrastructural appearance of a single virus particle, or ‘virion’, of measles virus.
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Nearly a quarter of a million kindergartners are vulnerable to measles due to a dip in vaccination coverage during the pandemic, according to the Centers for Disease Control and Prevention.
The CDC, in a report published Thursday, found that 93% of kindergartners were up to date with state-required vaccines during the 2021-22 school year, a decline of 2% from 2019-20.

“While this might not sound significant, it means nearly 250,000 kindergartners are potentially not protected against measles,” Dr. Georgina Peacock, head of the CDC’s immunization services division, said during a call with reporters Thursday.
“And we know that measles, mumps and rubella vaccination coverage for kindergartners is the lowest it has been in over a decade,” Peacock said.

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Kindergartners are required to be vaccinated against measles, mumps and rubella; chickenpox; polio; and diphtheria, tetanus and pertussis. The vaccination rate for measles, mumps and rubella was 93.5% during the 2021-22 school year, below the target coverage of 95% to prevent outbreaks.
An ongoing measles outbreak in Columbus, Ohio, has spread to 83 children, 33 of whom were hospitalized. None of the children have died. The overwhelming majority of the kids, 78, were not vaccinated.
“These outbreaks harm children and cause significant disruptions in their opportunities to learn and grow and thrive,” said Dr. Sean O’Leary, who heads the American Academy of Pediatrics committee on infectious disease. “This is alarming and it should be a call to action for all of us.”

The CDC report looked at whether the kindergartners had received the second dose of their measles, mumps and rubella vaccine. Two doses are 97% effective at preventing disease and one dose is about 93% effective, according to the CDC.
Measles is a highly contagious virus that spreads when someone coughs or sneezes and contaminates the air, where the virus can linger for up to two hours. It can also spread when a person touches a contaminated surface and then touches their eyes, nose or mouth.
The virus is so contagious that a single person can spread the virus to 90% of people close to them who do not have immunity through vaccination or a previous infection, according to the CDC.
Measles can be dangerous for children younger than 5, adults older than 20, pregnant women, and people with compromised immune systems.
About 1 in 5 unvaccinated people who catch it are hospitalized. About 1 in 20 kids get pneumonia, and one in 1,000 have brain swelling that can cause disabilities. Symptoms begin with a high fever, cough, runny nose and red eyes. White spots appear in the mouth two to three days later, and a rash breaks out on the body.
CDC officials said disruptions to schools and the health-care system during the Covid pandemic are largely responsible for the decline in vaccination rates.
“We know that the pandemic really had a disruption to health-care systems,” Peacock said. “Part of it is that well-child visits maybe were missed and people are still trying to catch up on those well-child visits.”
“We know that the schools had a lot of things to focus on and in some cases maybe they were not able to gather all that documentation on the vaccinations,” Peacock said. “Or because children were at home for a lot of the pandemic, that may have not been the emphasis while they were focused on testing and doing all those other things related to the pandemic.”
In a separate report published Thursday, the CDC found that coverage for what’s known as the combined seven-vaccine series actually increased slightly among children born in 2018-19 by the time they turned two, compared with kids born in 2016-17.
This seven-vaccine series includes shots against measles, chickenpox, polio, hepatitis B, streptococcus pneumoniae, haemophilus influenzae or Hib, and diphtheria, tetanus and pertussis.
However, the CDC found that there were major income and racial disparities. Vaccination coverage declined by up to 5% during the pandemic for those living below the poverty level or in rural areas. Black and Hispanic children had lower vaccination rates than white children.
O’Leary said that while misinformation about vaccines is a problem, the vast majority of parents are still getting their kids vaccinated. He said inequality is the bigger issue.
“The things we really need to focus on are addressing access and child poverty,” O’Leary said.

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If Nelson Peltz were to win his fight to join Walt Disney ‘s (DIS) board of directors, the activist investor could force a level of accountability at the company that’s sorely needed. Peltz is the CEO and founder of Trian Partners, an investment firm that owns 9.4 million shares of Disney valued at nearly $940 million based Thursday’s close under $100. The firm late Wednesday issued a white paper, making a case to put Peltz on the board to help remediate Disney’s problems, including corporate governance challenges, poor strategy and operations, as well as deteriorating financial performance. “The total shareholder return over one, three, five, 10 years has materially underperformed the S & P 500 and underperformed the proxy peers that the companies selected,” Peltz said on CNBC Thursday. “Equally as important, there are a lot of retail investors in this company. They [Disney] eliminated the dividend that was in effect for 57 years. … We think that we can help.” DIS 5Y mountain Disney (DIS) 5-year performance Peltz’s proxy battle for a board seat comes at a time when Disney’s stock has fallen roughly 52% from its all-time high in March 2021 of $203. Shares of Disney rose more than 3.6% on Thursday. Disney’s board made the decision to not endorse Peltz and swiftly announced Wednesday that they named Mark Parker, a director since 2016 and executive chairman at Nike (NKE), as chairman, succeeding Susan Arnold. Peltz highlighted that Parker, who will now chair two companies at the same time, voted for Disney’s 21 st Century Fox acquisition, valued at more than $70 billion. The merger, completed in March 2019, put Disney’s balance sheet in a precarious position. “Fox hurt this company. Fox took the dividend away. Fox took what was once a pristine balance sheet into a mess,” Peltz argued. The Club’s take Peltz makes a strong case that Disney’s fundamentals have changed. The company has underperformed as a result of its poor management and governance decisions, and we do not disagree. He has a wealth of experience in serving on numerous boards — and we think at the least, it’s worth hearing out his thoughts, especially since he has a lot of skin in the game. Disney’s free cash flow has dropped 89%, its adjusted earnings-per-share has been cut in half and its dividend to shareholders was eliminated in 2020 — all disappointing numbers for shareholders. We bought Disney shares at a higher price in hopes that previous CEO Bob Chapek would add more theme parks and collaborate with Club holding Meta Platforms (META) in the metaverse. That didn’t happen. The company’s billion-dollar losses in its streaming business have been a tough pill to swallow. So much so that Chapek was fired and former Disney boss Bob Iger returned as CEO. Peltz’s track record Peltz has had success serving on several company boards. He’s currently non-executive chairman at Wendy’s (WEN), serves as a director at Unilever (UL). He’s previously served as a director at Club holding Procter & Gamble (PG), as well ass Sysco (SYY), Kraft Heinz (KHC), among many others. In companies that Trian invested in — and Peltz served on the boards — the companies’ total shareholder return, on average, has outperformed the S & P 500 by roughly 900 basis points annually, Peltz said. In 2017, he narrowly lost a proxy fight with P & G. But because the election results for Peltz’s director bid were so close, Procter appointed Peltz to the board anyway. Peltz served on the company’s board from March 2018 through October 2021, during which P & G stock increased 81%. What’s more, when asked about his media experience or lack thereof, Peltz said his firm has invested in entertainment giants, including Lions Gate (LGF.a), Time Warner and CNBC-parent Comcast (CMCSA). Moreover, the Trian founder said he has a long track record of advising companies on how to strengthen their consumer brands. Disney, Peltz explained, “is a lot more than a media company.” He argued, “This is a consumer company with a basket full of the greatest brands in the world.” Chapek’s firing and Disney+ The return of Iger in November came after Disney reported dismal fiscal fourth-quarter earnings under Chapek. Shareholders were particularly disappointed by the entertainment giant’s mediocre direct-to-consumer streaming business, which includes Disney+, Hulu and ESPN+, that has yet to reach profitability. But overall, Chapek, who was Iger’s hand-picked successor, had a challenging two years as the top executive. “I don’t know that he was given the opportunity to do his job,” Peltz said when asked by Jim Cramer how Chapek’s firing played out, suggesting Iger appeared to still be in Chapek’s shadow. Peltz said he’s not looking to remove Iger, who is working on finding a new successor. “My goal would be to work collaboratively with Bob Iger and other directors to take decisive action that will result in improved operations and financial performance,” Peltz outlined in Trian’s white paper. “My goal is to reduce corporate overhead to the point that the company gets better,” Peltz added. Disney’s streaming business lost nearly $1.5 billion last quarter. Management has repeatedly said its goal is to reach profitability for Disney+ by fiscal 2024. Disney is set to report fiscal 2023 first-quarter earnings after the closing bell on Feb. 8. Given Disney’s distressed balance sheet, Jim asked Peltz about streaming service Hulu. Disney currently owns two-thirds of Hulu and has the option to buy the remaining 33% from Comcast. “I think they have to buy Hulu, or they have to get out of the streaming business,” Peltz said. “Unfortunately, that means that this company will have a debt load going forward for several years.” (Jim Cramer’s Charitable Trust is long DIS, META, PG. See here for a full list of the stocks.) As a subscriber to the CNBC Investing Club with Jim Cramer, you will receive a trade alert before Jim makes a trade. Jim waits 45 minutes after sending a trade alert before buying or selling a stock in his charitable trust’s portfolio. If Jim has talked about a stock on CNBC TV, he waits 72 hours after issuing the trade alert before executing the trade. THE ABOVE INVESTING CLUB INFORMATION IS SUBJECT TO OUR TERMS AND CONDITIONS AND PRIVACY POLICY , TOGETHER WITH OUR DISCLAIMER . NO FIDUCIARY OBLIGATION OR DUTY EXISTS, OR IS CREATED, BY VIRTUE OF YOUR RECEIPT OF ANY INFORMATION PROVIDED IN CONNECTION WITH THE INVESTING CLUB. NO SPECIFIC OUTCOME OR PROFIT IS GUARANTEED.

Nelson Peltz speaking at the 2019 Delivering Alpha conference in New York on Sept. 19, 2019.
Adam Jeffery | CNBC

If Nelson Peltz were to win his fight to join Walt Disney’s (DIS) board of directors, the activist investor could force a level of accountability at the company that’s sorely needed. More

Activist investor Nelson Peltz laid out his case about why he wants a Disney board seat in a wide-ranging CNBC interview.
Peltz’s arguments about Disney’s stock performance and M&A decision-making may fall flat with investors.
Peltz’s best claim for a board seat should focus on Disney’s clear missteps with succession planning.

Bob Iger, chief executive officer of The Walt Disney Co.
Patrick T. Fallon | Bloomberg | Getty Images

Activist investor Nelson Peltz spent about 30 minutes Thursday morning speaking with CNBC’s Jim Cramer and David Faber in a wide-ranging interview about why he wants a Disney board seat.
But his argument barely touched on what should be his strongest point — Disney’s consistent failure to plan for CEO succession.

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Peltz referred to his fund’s slide presentation on Disney’s failures under the leadership of past CEOs Bob Iger and Bob Chapek. He said if he had to distill the presentation down to its core, it would revolve around Disney’s poor share performance and Trian’s track record of value creation. Trian noted that Disney’s share price peaked in 2021 but currently trades near its eight-year low. The stock was up about 3% on Thursday.
But Disney’s underperformance in 2022 mirrored an industrywide slump led by Netflix’s stalled growth. Disney’s share price spike in 2021 was caused by the same phenomenon — investors charging into streaming services with significant subscriber growth. Disney and Netflix are both down about 38% in the past 12 months. Other media stocks are down even more. Paramount Global shares have slumped 45%. Warner Bros. Discovery shares are down almost 50% since AT&T merged its WarnerMedia with Discovery on April 8.
Peltz said Disney Chief Executive Bob Iger and the board overpaid for 21st Century Fox in 2019, and he blamed that deal for the company’s decision to scrap its dividend during the pandemic. But asking for a board seat based on Iger’s track record of acquisition decision-making isn’t going to win over many investors. Iger’s string of deals during his tenure as CEO — acquiring Pixar, LucasFilm and Marvel — before Fox were some of the best acquisitions in the history of the media industry.

Trian also called Disney’s direct-to-consumer strategy “flawed” in a filing, “despite reaching similar revenues as Netflix and having a significant IP advantage.” Netflix launched its streaming business years before Disney debuted Disney+ in 2019. It’s natural that Netflix would be ahead of Disney and every other streaming service in terms of profitability and free cash flow generation.
Peltz plans to mount a proxy fight, and his strongest argument to shareholders shouldn’t be about Iger’s performance as a CEO. Rather, it should be about the board’s consistent failure to plan for a post-Iger world. Iger developed a history during his initial, 15-year CEO tenure of chasing away potential successors, including Jay Rasulo, Tom Staggs and Kevin Mayer. When he did give up his CEO job in 2020, he did not leave the company completely, setting up an 18-month stretch where his handpicked successor, Chapek, felt undermined by his presence.

Now Iger’s back, and the Disney board has tasked him with finding a successor in the next two years. Iger’s track record suggests succession planning is the one area where he really struggles.
“Iger has historically dominated the succession process, but it shouldn’t be Iger’s pick, it’s the board’s pick,” said Charles Elson, founding director of the Weinberg Center for Corporate Governance. “Disney left itself susceptible to activist intervention because it’s had governance issues with succession for almost 25 years.”
Part of Trian’s pitch to investors is the succession issue, but it doesn’t come up until slide 27 of a 35-slide presentation. Most of Peltz’s argument is based on Disney’s underwhelming share performance, the decision to scrap the dividend, his claim that the Fox deal hasn’t worked, how a hypothetical deal for Sky wouldn’t have worked, and Trian’s history of boosting share value. He also told CNBC that Disney needed to either acquire Comcast’s 33% stake in Hulu or “get out of the streaming business.”
Disney is addressing the share slump of the past year by bringing back Iger, a CEO generally well-respected by both employees and investors. Disney will also soon have a new board chairman. Peltz’s argument that Iger needs Trian’s help with strategic decision-making just months into stepping back into the job may be a hard sell.
It’s a far easier case to be made that Disney’s board and Iger have consistently bungled succession planning. Trian said in its presentation that Disney’s shareholder engagement process has been “among the worst (if not the worst) of all the companies we have interacted with.”
It’s possible Disney doesn’t want Peltz on the board because he’ll force the issue of succession, limiting Iger’s ability to stay as CEO longer than two years. As Trian noted in its presentation (on Slide 28), the Disney board extended Iger’s retirement date five times between October 2011 and December 2017.
Perhaps Peltz needs to refine his message to focus on that.
Disclosure: Comcast is the owner of NBCUniversal, parent company of CNBC.
WATCH: Disney is more than a media company, says Trian’s Nelson Peltz

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Nelson Peltz of Trian Fund Management appeared on CNBC’s “Squawk on the Street” to discuss his proxy fight with Disney.
Trian said it believes Disney “lost its way resulting in a rapid deterioration in its financial performance.” 
Disney is opposing the activist investor’s bid to join the board and recently named Mark Parker, the executive chairman of Nike, its next chairman.

Disney is facing a proxy fight as Nelson Peltz’s activist firm Trian Fund Management pushes for a seat on its board.
Peltz spoke Thursday on CNBC’s “Squawk on the Street,” making his case for the fight his firm has picked with Disney. He raised issues with Disney’s $71 billion acquisition of Fox in 2019 and how the company’s shareholder value has eroded in recent years.

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“Fox hurt this company. Fox took the dividend away. Fox turned what was once a pristine balance sheet into a mess,” Peltz said.
On Thursday, the activist firm filed a preliminary proxy statement looking to put Peltz on Disney’s board.
To preempt what could be a messy proxy battle and opposing Trian, Disney on Wednesday announced that Mark Parker, the executive chairman of Nike, would become the new chairman of the board. Disney’s board will now have 11 members.
The activist firm said it owns about 9.4 million shares valued at approximately $900 million, which it first accumulated a few months ago. Trian said Wednesday it believes Disney “lost its way resulting in a rapid deterioration in its financial performance.”
Peltz also said he wants to be on the board so he can get access to internal numbers and tell other members if they’re missing out on opportunities.

“I don’t need to overwhelm them,” Peltz told CNBC. “I don’t need more than one person on the board.”
Shares of Disney closed up more than 3% on Thursday.

Peltz’s grievances

Trian called out what it viewed as poor corporate governance on Disney’s part, including failed succession planning, “over-the-top” compensation practices and Disney’s lack of engagement with Trian in recent months.
In public filings Thursday, Trian listed its numerous meetings with Disney and its board members, beginning with then-CEO Bob Chapek, Peltz and their wives over lunch in July. Meetings and correspondence between Trian and Disney ramped up in frequency in November, according to the filing.
Peltz on Thursday said he only had a meeting with Disney’s board that spanned about 45 minutes but he never heard a response from them. A Disney representative didn’t immediately respond to comment.
Peltz also noted that Disney was open to making him a board observer, allowing him to sit in on meetings and give advice on operations but without voting privileges.
“I just need to speak reasonably to these people and explain to them where they went wrong or what opportunities they’re missing,” Peltz said Thursday, noting other companies where he’s sat on the board.
People close to Disney told CNBC’s David Faber they disputed Peltz’s version, saying instead the company offered him the opportunity to enter into an information-sharing pact under a nondisclosure agreement, along with opportunities to meet with management and the board each quarter. Disney did not offer him the ability to sit in on board meetings, the people added.

In November, Bob Iger made a surprising return to Disney’s helm, ousting Chapek — whom Iger chose as his successor — following a poor earnings report. Trian has said it doesn’t want to replace Iger, but rather work with him to ensure a successful CEO transition within the next two years.
Parker will take over as chairman from Susan Arnold and will be tasked to lead succession planning, according to Disney’s announcement Wednesday.
In Thursday’s filing, Trian also called out Disney’s streaming strategy, saying it is “struggling with profitability, despite reaching similar revenues as Netflix and having a significant IP advantage.” The firm also criticized what it believes is Disney’s lack of cost discipline and overearning at its theme parks business to subsidize streaming losses.
Disney’s stock had a rough 2022, coming out of the early days of the pandemic, when theme parks and movie theaters were shut down. However, as subscriber growth for streaming slowed and investors raised questions about profitability, while cord cutting ramped up, most media stocks fell last year.
On Thursday, Peltz said Disney either needs to get out of the streaming business or buy Hulu. “They must buy Hulu, that unfortunately means the company will have a debt load going forward for several years,” Peltz said.
While Disney+ is the company’s main play in streaming, Disney also owns two-thirds of Hulu and has an option to buy the remaining stake from Comcast as early as January 2024.
Last year, Disney also announced it would proceed with cost-cutting measures, including a hiring freeze that Iger has upheld.
— CNBC’s David Faber contributed to this report.
Disclosure: Comcast is the parent company of NBCUniversal, which owns CNBC.
Watch CNBC’s full interview with Nelson Peltz on PRO:

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