With its stock price flailing and under rising pressure from activist investor Nelson Peltz of Trian Partners, newly reinstalled Disney (DIS) CEO Bob Iger reportedly spent the holidays enjoying the open waters.
According to a proxy statement filed by Trian Partners on Thursday, Iger, while speaking on a December 20 call, put off a virtual meeting between himself, the Disney board, and Peltz until sometime in January because he planned to “sail his yacht off the coast of New Zealand.”
The virtual meeting was eventually set for Jan. 10, with a Disney representative notifying Trian on Dec. 28 the meeting would be limited to just 30 minutes.
According to the statement, 15 additional minutes were tacked on at the request of the activist hedge fund after representatives expressed their disappointment with the time limitations.
Once the virtual meeting officially took place earlier this week, a person familiar with the situation tells Yahoo Finance Peltz found a highly disengaged Disney board of directors. Not a single question was asked to Peltz, the source added.
“Nelson is gearing up for a fight here,” the source said, noting Peltz may press Disney to cut expenses among other initiatives designed to boost profits and the sagging stock price.
Peltz — who has run successful activist campaigns at well-known brands like P&G — would also like to see the dividend Disney cut during the pandemic restored, the source said. Peltz hasn’t decided if a Disney spin-off of ESPN — as Wall Street has pushed for in the past — should occur, the source added.
Peltz reportedly owns about $900 million in Disney stock, and also took to criticizing Iger’s compensation in a lengthy new slide-deck called “Restore the Magic.”
Iger was not made available to Yahoo Finance for an interview.
To be sure, this is shaping up to be one of the uglier activist battles in recent memories — filled with big egos, big money, and a big brand.
On Wednesday, Disney announced Nike executive chairman and former CEO Mark Parker will take over Susan Arnold’s position as chairman of the board. The company also recommended shareholders vote against Peltz in his efforts to win a seat on the company’s board.
“While senior leadership of The Walt Disney Company and its Board of Directors have engaged with Mr. Peltz numerous times over the last few months, the Board does not endorse the Trian Group nominee, and recommends that shareholders not support its nominee, and instead vote FOR all the Company’s nominees (noted above),” Disney wrote in a news release.
A source tells Yahoo Finance Peltz was not offered a board observer role as had been previously reported by other media outfits. Instead, the source says Peltz was offered information sharing under a non-disclosure agreement, and an opportunity to meet with management and the board quarterly.
According to Thursday’s statement, Peltz had expressed interest in joining Disney’s board as early as July and had multiple conversations with former Disney CEO Bob Chapek before picking up discussions with Iger on Nov. 23 — three days after he was re-appointed to the executive position.
During that November meeting, Trian representatives reportedly emphasized they did not want to engage in a lengthy and costly proxy fight, and voiced support over Iger’s return.
At that time, Disney raised the idea of a mutually agreed upon independent director being added to the Board, but Trian doubled down that representation by a Trian partner was intended “to foster an ownership mentality in the boardroom” and “stimulate additional discussion among Disney directors regarding the challenges faced by the Company,” the statement revealed.
Disney faced a rough 2022 as shares slid about 45%, marking the worst annual stock performance for the House of Mouse since 1974.
Streaming profitability, the future of Hulu, and a possible ESPN spin-off all hang in the balance as Iger continues to navigate a bruised business beset with leadership challenges, unfavorable price increases, and a direct-to-consumer division struggling to turn a profit.
Still, the media giant defended the company’s stock performance under Iger’s watch, noting during his first turn as CEO the company’s total shareholder return totaled 554%, topping the 244% total return realized by the S&P 500 over that period.
Brian Sozzi is an editor-at-large and anchor at Yahoo Finance. Follow Sozzi on Twitter @BrianSozzi and on LinkedIn.
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Source: https://finance.yahoo.com/news/disney-ceo-bob-iger-went-sailing-on-his-yacht-while-activist-investor-nelson-peltz-ramped-up-pressure-on-the-media-giant-203038574.html