Disney rips Peltz over feud, defends Iger acquisition

Nelson Peltz

David A. Grogan | CNBC

Disney ripped Nelson Peltz and his bid for a board seat on Tuesday, as the entertainment giant’s mediation battle with the investor and his activist firm Trian Fund Management comes to a head.

Disney said in a securities filing Tuesday that its board is where it needs to be to move the company forward. The company also defended CEO Bob Iger’s previous acquisitions and said Peltz did not understand Disney’s business, lacked the skills to drive shareholder value and failed to present a strategy.

“Peltz has no experience in large-cap media or technology, no solutions to offer for the evolving media landscape,” Disney said in a presentation to investors released Tuesday.

Last week, Peltz made his case for a proxy fight with Disney on CNBC’s “Squawk on the Street” after Trian filed a preliminary proxy statement seeking a board seat.

Peltz raised questions about how shareholder value has declined recently and with Disney’s $71 billion purchase of Fox in 2019. Trian also called out what he called poor corporate governance, including failed succession planning and Disney’s lack of engagement with Trian in recent months.

A representative for Trian declined to comment Tuesday.

Trian said he owns about 9.4 million shares worth about $900 million, which he first accumulated a few months ago.

Disney preempted and countered Trian last week when it announced that Mark Parker, executive chairman Nikehe would become the new chairman of the board.

In a filing Tuesday, the company defended a number of acquisitions made under now-retired CEO Iger, including Marvel and Lucasfilm, saying they increased the company’s value to shareholders and were transformative for the company.

Disney’s portfolio has meant that it often leads the box office with the Marvel movies and the Star Wars series. That property also provided much of the content for its streaming service, Disney+.

As for the Fox acquisition, which Peltz specifically disputed in his presentation last week, Disney said Fox further expanded its intellectual property portfolio and provided the company with a “deep bench” of talent, including Dana Walden, who is considered a contender. as the next leader of the company.

When Iger made a shock return to the Disney helm in November, replacing his handpicked successor Bob Chapek after a poor earnings report, he said he would stay on for just two years to help search for his next successor. Parker’s newly appointed chairman of the board will lead the process of finding a new CEO, the company announced last week.

Disney noted on Tuesday that in addition to succession planning, it is in the midst of a plan to cut costs and prioritize streaming profitability.

Disney shares have been volatile in 2022 as they emerged from the early days of the pandemic when movie theaters and theme parks were closed. Slowing growth in streaming subscribers has also weighed on media stocks in the past year.

Peltz told CNBC last week that he pushed for a seat on the board to get access to internal numbers and tell other members if and when they’re missing opportunities.

On Tuesday, Disney disputed some of Peltz’s claims about the parties’ discussions so far.

The company said it offered Peltz an information-sharing agreement, meaning he would meet quarterly with both management and the board, rather than having an observer role on the board, as Peltz said. Otherwise, Disney pointed to numerous interactions between the company and Trian.

— CNBC’s David Faber contributed to this report.

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