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Disney proxy battle is about a lot more than just two board seats

Dan DeFrancesco   

Disney proxy battle is about a lot more than just two board seats
  • This post originally appeared in the Insider Today newsletter.

Big BI news: We won our first National Magazine Award last night! It was for our impactful video on how dogs are used in prisons — which also recently led to a new law in Virginia. Congrats to everyone who worked on this important piece of journalism.

As for the newsletter, in today's big story, we're breaking down Disney's big proxy fight.

What's on deck:

But first, who ya got?


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The big story

House of Mouse showdown

Disney is all about imagination — dubbing some employees "Imagineers" — but some investors are imagining the iconic company being run differently.

Activist investor Nelson Peltz's proxy fight against Disney for two seats on the company's board comes to a head at its annual shareholder meeting today. Business Insider's Madeline Berg has a complete rundown of how we got here.

Today's vote is about a lot more than just two board seats. It's about the future of one of America's most iconic companies. It's about the state of the media and entertainment industry, in which Disney plays a pivotal role. And it could reshape how Disney CEO Bob Iger, who's less than two years into his second stint at the company, might ultimately be remembered.

Such an ambitious battle doesn't come cheap, as BI's Peter Kafka pointed out. The total amount spent between Disney and its rivals wrangling votes is estimated to be at least $70 million, a record for a proxy fight.

One reason it cost so much, and why this vote is so unique, is the makeup of Disney's investor base.

Winning the vote isn't just a matter of convincing large investment firms with sizable positions to vote your way. Although, big players matter, too, BI's Grace Eliza Goodwin writes.

Almost 40% of Disney shares are owned by individuals, which means both sides need to get more creative in their approach. Disney, for example, used Pinocchio in one investor presentation.

So, where is this all headed?

Disney was in good shape earlier in the week, holding a lead with more than half of the votes shared, according to a report from The Wall Street Journal on Monday. BlackRock and T. Rowe Price were reportedly both planning on backing Disney.

But the fight has been closer than Disney would have liked. And Peltz's Trian Partners reportedly has its own powerful allies (Neuberger Berman, the California Public Employees' Retirement System, and proxy advisor ISS). Peltz previously told the Financial Times that he wouldn't look to fire Iger if he wins a seat, but also hinted at changing management in some entertainment divisions.

It's also unclear what Trian, which controls about a 1.8% stake in Disney, would do if it loses its fight. But even in failure, Trian has elicited change. DuPont defeated Trian in a proxy battle in 2015, but its CEO stepped down later that year and the company sped up cost-cutting plans.

It shows the lose-lose situation that proxy battles can sometimes become. Activist campaigns meant to garner support for their cause ultimately expose weaknesses in companies they're invested in.


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In other news


What's happening today

  • The Walt Disney Company's annual meeting will be held today.

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The Insider Today team: Dan DeFrancesco, deputy editor and anchor, in New York. Jordan Parker Erb, editor, in New York. Hallam Bullock, senior editor, in London. George Glover, reporter, in London.



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