Nelson fur
David A Grogan | CNBC
Disney on Tuesday ripped off Nelson Peltz and his bid for a seat on the board as the entertainment giant’s proxy battle with the investor and his activist firm Trian Fund Management takes shape.
Disney said in a securities filing Tuesday that its board of directors is where it needs to be to move the company forward. The company also defended CEO Bob Iger’s past acquisitions, saying Peltz had no understanding of Disney’s business, lacked the skills to drive shareholder value and had not presented a strategy.
“Peltz has no track record in large-cap media or technology to provide solutions for the evolving media landscape,” Disney said in an investor presentation released Tuesday.
On Thursday, Peltz laid out his case for a proxy fight with Disney on CNBC’s “Squawk on the Street,” after Trian filed a preliminary proxy statement seeking a seat on the board.
Peltz addressed issues such as how shareholder value has eroded recently and Disney’s $71 billion acquisition of Fox in 2019. Trian has also criticized what it describes as poor corporate governance, including failed succession planning and Disney’s lack of commitment to Trian in the last few months.
A Trian representative declined to comment Tuesday.
Trian said it owns about 9.4 million shares worth about $900 million, which it accumulated months ago.
Disney forestalled Trian and bucked Wednesday when it announced that Mark Parker, Nike’s chief executive officer, would become the new chief executive officer.
In the filing filed on Tuesday, the company defended the numerous acquisitions made under now-returned CEO Iger, including Marvel and Lucasfilm, saying they have increased the company’s value for shareholders and are transformative for the company.
Disney’s portfolio has meant it’s often listed with Marvel movies and “Star Wars” installments at the box office. Those assets have also provided much of the content for its marquee streaming service, Disney+.
Regarding the Fox acquisition, which Peltz specifically criticized in his presentation on Thursday, Disney said Fox has continued to expand its intellectual property portfolio and has provided the company with a “deep bank” of talent, including Dana Walden, who served as The candidate is the next boss of the company.
When Iger made a surprise return to Disney’s helm in November, replacing his handpicked successor Bob Chapek after a poor earnings report, he said he would only stay two years to help find his next successor. Newly appointed CEO Parker will lead the process of finding a new CEO, the company announced on Wednesday.
Disney noted Tuesday that it’s in the middle of a cost-cutting plan alongside succession planning and is prioritizing streaming profitability.
Disney stock has been rocky in 2022, coming from the early days of the pandemic, when movie theaters and theme parks were closed. Slowing growth in streaming subscribers also weighed on media stocks last year.
Peltz said Thursday on CNBC he had been pushing for a seat on the board to gain access to internal numbers and let other members know if and when they were missing opportunities.
Disney on Tuesday denied some of Peltz’s claims about the parties’ talks to date.
The company said it offered Peltz an information-sharing arrangement, meaning he would have met with both management and the board on a quarterly basis, rather than taking on an observer role on the board, as Peltz had said. Otherwise, Disney pointed to numerous interactions between the company and Trian.
— CNBC’s David Faber contributed to this report.