Disney Proxy Fight Is About Board Members, Not CEO, Trian Says: ‘This Campaign Is Not About Mr. Iger’

Nelson Peltz’s proxy fight with Disney isn’t about CEO Bog Iger, the activist investor said in a statement to fellow shareholders released just nine days before the entertainment giant’s annual meeting. Instead, it’s about the problems created by its board.

The latest missive from Peltz’s Trian Group, which owns more than $3.5 billion worth of stock in The Walt Disney Co. said its beef over the company’s underperformance isn’t with Iger.

“Trian believes Disney’s problems lay at the feet of the Board, which lacks focus, alignment and accountability,” said the post on its proxy campaign website While the board members are accomplished professionals, it said, they have invested little of their own money in Disney “ve invested almost none of their own money in Disney stock “and have failed to heed investor input.”

“The result has been questionable strategic and capital allocation decisions,” it continued, pointing to disputed investments, a disconnect between executive pay and stock value and “financial results in the most recent year that pale in comparison to the results five years ago.”

In particular, Trian said “the board botched its most important job – CEO succession – by installing Bob Chapek in that role seemingly without appropriate vetting or oversight.” It noted that the directors also renewed Chapek’s contract months before he was fired, bringing Iger back from retirement.

Trian pointed to Disney’s defense of Iger and said Trian supports him as a director and as a CEO, despite withholding its vote for him. Trian noted that Disney has said little about the two directors it would like to replace with Peltz and former Disney CFO Jay Rasulo.

“That Disney spends so much time and ink defending Mr. Iger – while saying almost nothing about the two director candidates whose reelection Trian is challenging – is both troubling and telling,” the statement said. “This campaign is not about Mr. Iger, nor is it a referendum on his leadership. And in all events, Disney is, and must be, more than just one person, especially one whose contract expires in less than two short years. “

Voting has started on the three rival slates of candidates – Disney’s exiting board, Trian’s Peltz and Rasulo and Blackwell Capital’s three candidates. The results of the vote will be revealed after the annual meeting April 3.

On Monday, Peltz got a boost from advisory firm Institutional Shareholder Services, which supported his candidacy but not Rasulo’s. He’s also gotten support from over a dozen directors he’s served with on other public boards.

Meanwhile, Disney’s slate has high-profile support from Glass Lewis, another prominent shareholder advisory firm, along with “Star Wars” creator George Lucas, company founder Walt Disney’s granchildren and former Disney CEO Michael Eisner.

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