With Nelson Peltz eyeing a seat on Disney’s board of directors, the company today has activist investor his company, Trian Group, and his son Matthew, who Trian has suggested as a replacement candidate. blamed Pertz.
“Disney’s board of directors has not endorsed Nelson Peltz (or his son Matthew, who is running as a possible replacement for Mr. We believe the election of any of them would threaten the strategic strategy of Disney’s management team at a time of significant change in the media landscape,” the company said today.
Disney shareholders vote for the board of directors at the next annual meeting. Usually it is early March, but this year it may be a little late. The company has proposed 11 directors for her, up from 12 until former board chairman Susan Arnold stepped down. Peltz also joined the vote, igniting a battle known as the proxy contest.
Since the 11 directors with the most votes win, Peltz essentially demoted one of Disney’s director nominees, targeting Michael Froman, and citing his lack of experience on the board as a shareholder. withheld their support for Froman and urged them to vote for him instead.
Both Disney and Trian send voting cards to shareholders with a complete list of board nominees, but in a different order. Shareholders can use their cards to vote.
“It is imperative that you vote for Nelson Peltz and withhold your vote for Michael BG Froman. There is a nature. Even if you voted ‘yes’ for Nelson,” Torian said in today’s SEC filing.
Justification: “The Trian Group believes Mr. Froman has no experience as a director of any publicly traded company other than Disney, and furthermore, he serves on the Governance and Nominations Committee of the Board of Directors, and the Trian Group In contrast, Nelson Peltz has spent the last few years at The Procter & Gamble Company, Unilever plc, Mondelēz International, Inc., The Wendy’s Company, and many others. He has served on the boards of publicly traded companies and has a long track record of working with management teams to help turn around companies with strong foundations that face significant challenges. , Mr. Peltz, who owns the majority of Disney stock, will bring shareholder awareness to the board.Therefore, Mr. Peltz’s experience will help the board become more accountable and increase executive compensation to the benefit of shareholders. We believe we are better positioned than Mr. Froman to help us align with, plan leadership succession, address operational challenges and improve our capital allocation practices.”
Disney said the attacks on Mr. Froman were inexplicable, describing him as “a highly valued board member with a deep background in global trade and international business, and the board of directors more than Mr. Peltz and his son.” I believe he is much more qualified,” he said. Helps increase shareholder value. Neither Mr. Peltz nor his son has provided the Disney board with the skills or experience to replace Mr. Froman’s decades of experience. ”
“Mr. Froman’s decades of experience in business and international affairs will help Disney’s strategic focus on global growth and innovation of its customer base in a changing market place risk in an increasingly complex global marketplace.” and opportunities to assess.”
“Mr. Froman has served as U.S. Trade Representative, advising trade-related issues to further the interests of the U.S. government and U.S. businesses in foreign markets, including issues affecting the digital economy, data use and protection, and intellectual property rights. , all of which are important to Disney’s business.He served as Assistant to the President of the United States and Deputy National Security Advisor for International Economic Policy, which is part of the National Security Council and the National Economic Council. He also served as Chief Executive Officer of CitiInsurance and Chief Operating Officer of Citigroup’s Alternative Investments business, and is currently Vice Chairman and President of Strategic Growth at Mastercard Inc. We provide expert advice on complex international economic, policy and regulatory issues to assist, among other things, Disney’s international strategy and operations.”