Disney's Bob Iger has won the long proxy battle against Nelson Peltz
Disney shareholders have voted to stick with the company's board.
It's a victory for CEO Bob Iger against the activist investor Nelson Peltz.
The vote marks the end of an expensive proxy battle between the two.
Disney CEO Bob Iger has officially prevailed in his battle against the activist investor Nelson Peltz.
At Disney's annual meeting Wednesday, shareholders voted to keep Iger and Disney management's board instead of choosing to swap in two new members nominated by Peltz's investment firm Trian Partners: Peltz himself and Jay Rosulo, Disney's former chief financial officer.
Disney's slate won by "a substantial margin," Horacio Gutierrez, a Disney senior executive vice president, said. The final tally would be available in the coming days, the company said, but CNBC reported that Disney director Maria Elena Lagomasino — whom Peltz had wanted to oust — got 63% of votes, while Peltz received 31%.
The choice signals the end of a fight that began in 2023, with Peltz criticizing Disney's succession planning, its streaming-division losses, and its stock performance.
After the vote, Iger said he's ready to focus on the future.
"Now that this distracting proxy contest is behind us, we're eager to focus 100% of our attention on our most important priorities: growth and value creation for our shareholders and creative excellence for our consumers," he said at the meeting.
Disney was expected to prevail in the Peltz proxy battle
While Disney was expected to win the fight — particularly as institutional investors pledged their support in recent days — the result was never a sure thing.
Peltz had gained momentum leading up to the vote, with shareholders like Neuberger Berman and the California Public Employees' Retirement System throwing their support behind Trian.
Plus, Disney is rare in that about 40% of its shares are held by retail investors, whose votes tend to be more difficult to predict.
"While we are disappointed with the outcome of this proxy contest, Trian greatly appreciates all of the support and dialogue we have had with Disney stakeholders," Trian said in a statement following the vote.
This proxy fight is expected to end up being the most expensive in history, with an estimated $70 million spent by the various parties looking to wrangle votes. Each side spent tens of millions on advertising, white papers, and fancy websites, and Iger and Disney's management spent weeks talking to investors.
This second proxy-battle victory — Peltz threatened one in January 2023 but eventually dropped it — means Iger can continue his charted course in righting Disney's ship.
Iger already seemed to be finding his stride as he entered his second year since he returned as CEO. In addition to blockbuster first-quarter earnings, he's announced a $1.5 billion investment into Epic Games in an effort to appeal to Gen Z and Gen Alpha, a streamlined vision for ESPN and its streaming future, and a focus on quality in the movie division.
The battle, though, likely prompted Iger and the board to redouble its focus on choosing the next Disney CEO. After Bob Chapek, Iger's original successor, had a disappointing tenure atop the House of Mouse, Iger returned in November 2022 — and the board has continued to extend his contract, much to the chagrin of certain analysts and investors like Peltz.
"All we want is for Disney to get back to making great content and delighting consumers, and for Disney to create sustainable long-term value for all of shareholders," Peltz said at the meeting ahead of the vote.
It remains to be seen if Peltz, a self-proclaimed "bully billionaire" who is not one to shy away from a rematch, will retreat quietly or train for another battle.
"Regardless of the outcome of today's vote, Trian will be watching this company's performance," Peltz said at the meeting before the decision."This is our second go-around with Disney. We hope that this time will be our last and that shareholders will not be let down like a year ago."
Peltz also seemed to take credit for a recent improvement in Disney's stock. Its shares are down nearly 40% from a March 2021 peak, though in 2023 its stock has been up 30% year to date.
"Since we reengaged with the company last October, Disney's stock is up about 50% and is the Dow's best performer here to date," Peltz commented.
Following the decision, Disney's shares ticked down slightly.
"I would not be surprised if Peltz points to this decline as evidence that his ideas were poised to create shareholder value and that Disney's victory reveals the market's belief Iger's turnaround plan is missing the mark," Jason Schloetzer, a professor at Georgetown University's McDonough School of Business, told Business Insider over email following the vote.
Read the original article on Business Insider