Nelson Peltz, Founder and CEO of Trian Fund Management, during the Future Investment Initiative (FII) Institute Priority Summit in Miami, Florida, USA, on Thursday, March 30, 2023.
Marco Bello | Bloomberg | Getty Images
Activist investor Nelson Peltz and his firm are seeking more than two seats on Disney’s board, setting the stage for a proxy fight, according to a person familiar with the matter.
Trian Fund Management, Peltz’s co-founder, said Thursday morning that it “intends to convey our concerns for change directly to shareholders.”
Disney, for its part, suspected that the proxy fight was based on a personal grudge of one of Peltz’s allies, former Marvel boss Ike Perlmutter.
Trian said Disney offered to set up a meeting with the entertainment giant’s board earlier in the day, but rejected Trian’s offer to join the board, including adding Peltz. Trian did not mention in a statement how many seats it would seek.
Trian declined to comment beyond his 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 an attempt to stave off a possible challenge from Peltz. Former Illumina CEO Francis deSouza will not seek re-election to the board.
“While James Gorman and Sir Jeremy Darroch represent an improvement over the status quo, in our view the addition of these directors will neither restore investor confidence nor address the root cause of the significant value destruction and missteps that this board has overseen,” said Trian in a statement.
Disney shares are up about 6% this year, significantly underperforming the S&P 500. The stock was flat Thursday.
Trian claimed to own around $3 billion worth of Disney stock. The company is monitoring the shares of former CEO Perlmutter, a critic of Disney CEO Bob Iger whom the company fired earlier this year.
Disney hit back Thursday, saying Perlmutter had a tough hand against Iger. Perlmutter has long complained that Disney spent too much.
“Mr. Peltz intends to present his case to shareholders in collaboration with Isaac Perlmutter, a former Disney executive. 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 the evaluation of Mr. Peltz and any other candidates he may propose as directors, given that Mr. Perlmutter was fired by Disney earlier this year and has expressed his long-standing personal intentions against Disney CEO Robert A. Iger. “which may be different from that of all other shareholders,” the company added.
Peltz had previously pushed for a seat on Disney’s board after Trian took a roughly $800 million stake in Disney. After Iger announced a major restructuring of the company in February that included layoffs and cost cuts, Peltz withdrew from a proxy fight.
But ahead of Disney’s quarterly earnings report earlier this month, Peltz doubled down on his push. The activist investor was waiting to see what happened with the report to decide whether to make a move, CNBC previously reported.
Iger said Tuesday he is focused on “building back” and plans to focus on theme parks, ESPN’s upcoming streaming service and improving the studio business.
—CNBC’s Alex Sherman contributed to this report.
Don’t miss these stories from CNBC PRO: