Drew Angerer/Getty Images
Disney today announced a cash dividend of $0.30 per share for the second half of its 2023 fiscal year, the first such payout since suspending the dividend three years ago during the coronavirus crisis.
The dividend will be paid to shareholders of record on January 10, 2024 at the close of business on December 11. The company said in February that it planned to reinstate the dividend this year.
“This was a year of important progress for The Walt Disney Company, marked by a strategic restructuring and a renewed focus on long-term growth,” said Mark Parker, chief executive officer. “As Disney advances its key strategic objectives, we are pleased to pay a dividend for our shareholders as we continue to invest in the future of the company and prioritize creating meaningful value.”
The dividend hike comes as activist investor Nelson Peltz, backed by major Disney shareholder and former Marvel boss Ike Perlmutter, plans to join the media giant’s board. He said today he would take the fight “straight to shareholders” after Disney rejected the offer and instead appointed two new directors. This move by the founder of Trian Partners has led Disney to rewrite and amend its corporate charter, which deals with outside candidates running for board seats.
Shareholders elect directors at a company’s annual meeting. Companies list their nominee directors in a proxy statement before the meeting and provide shareholders with a list of the names on the proxy cards. Shareholders may also propose other, external candidates for director who are not endorsed by the Company, as Peltz intends to do. It is not clear how many board seats he is seeking. Disney’s fiscal year ends in September and its annual meeting is usually held sometime in March. It took place a little later this year, on April 3, when the company faced Peltz for the first time earlier in the year. He withdrew from the fight in February before the meeting. He previously set up his own website, Restore the Magic, which detailed what he saw as Disney’s failings. It is not yet clear what he will do this time. Disney said earlier today that Perlmutter had a “longstanding personal agenda” against Iger.
The changes outlined by Disney in an SEC filing today do the following:
– “Address the recently adopted amendments to Rule 14a-19 under the Securities Exchange Act of 1934, as amended, by requiring that any person seeking proxies in support of a director nominee other than the nominee of the Board of Directors, provide an assurance that such person will comply with Rule 14a-19 and provide the Company with reasonable evidence that the requirements of Rule 14a-19 have been met.”
This SEC rule from last year (14a-19) requires all parties to use a “universal” proxy card that lists all director candidates proposed for election at the annual meeting by both management and shareholders. It was intended to make it easier to get candidates from outside shareholders on the ballot, so some companies (not just Disney) have changed their charter to make it not quite so easy.
– “Require that any person soliciting authority directly or indirectly using his or her own proxy card use a proxy card color other than white.” The white card is typically used by management.
-“Improving the procedural mechanisms and disclosure requirements with respect to… shareholder nominations of directors, including by requiring: certain additional background information, disclosures and representations with respect to all proposing shareholders, all proposed director candidates and companies, and all other persons with “in connection with shareholder advertising.” by voting representatives; and any notice of the appointment of directors shall be accompanied by all written questionnaires required by the directors of the company and completed and signed by all proposed director candidates.”