Activist investor Nelson Peltz published 133 pages worth of ideas on how to improve Disney, but it might take a little luck to convince shareholders at the company’s annual meeting next month that he and an ally should be added to the board.
Peltz’s Trian Fund Management LP is one of two activist investors seeking seats on Disney’s board, but with a $3 billion stake under Trian’s control and a louder voice, Peltz has been a thorn in Disney’s side for months as he wages his latest proxy battle against the company. The other activist hedge fund vying for board representation at Disney is Blackwells Capital, which owns about $15 million in stock.
In an extensive memo published Monday, Peltz’s hedge fund took a shot at CEO Bob Iger and his board appointees and laid out a plan Trian has been calling Restore the Magic, which included cutting down on sequels and reclaiming the lead on animated films.
Disney did not immediately respond to Fortune’s request for comment.
Peltz accused Iger, who was feted by shareholders when he returned to the top job in November 2022, of not being motivated to improve the company’s share performance because he owned only about $20 million worth of Disney shares, compared to the billions in Disney stock Trian controls. Disney pointed out in a rebuttal to Peltz’s previous attacks that he made $150 million selling about one-third of his Disney shares in early 2023.
Disney, for its part, has said Peltz does not have the proper experience to serve on Disney’s board because he has not worked in the media or technology industries. The company has recommended that investors reelect Disney’s board nominees, which include new directors James Gorman, executive chairman of Morgan Stanely, and Jeremy Darroch, former CEO of UK media company Sky.
The activist investor also accused Iger of appointing many of his friends and close contacts to the board. The board isn’t fully focused on the company, the memo claims, because several members serve as CEOs or directors at other companies including chairman Mark Parker, who also serves as executive chairman of Nike.
Peltz’s big ideas
As for the direction of the company, Peltz and Trian asserted that Disney needs to regain the lead that it has recently ceded to Universal in animated films, the memo stated. Universal animated movies such as Minions: The Rise of Gru and The Super Mario Bros. Movie broke records last year while Disney failed to compete, Peltz’s memo claimed.
“While Disney has blamed the pandemic for poor film quality and results, its competitors managed to release some of the most successful animated films of all time within the last year,” read the memo.
Instead of seeking out new intellectual property to build on, Disney has focused too much on sequels and spinoffs, which “suggest a creative engine that is sputtering.”
“Sequels are less risky film ventures to produce, but do not drive long-term benefits in the same way that new IP can,” the memo reads.
Trian and Peltz added that the board should lead a review of studio operations and culture to rectify what they see as a “spend what you need” mindset at Disney that often leads to budget overruns and a lack of financial discipline.
Still, despite Peltz’s long list of proposals and insistence that he can right the ship at Disney, he faces an uphill battle to get on the board, especially given the company’s most recent earnings last month.
The company beat analyst expectations on earnings per share and said full-year earnings per share would exceed last year’s results by 20%. It also announced a $3 billion stock buyback and a 50% dividend increase to try to woo investors ahead of next month’s shareholders meeting.
Iger and Disney’s current board also have strong backers in the family members and heirs of company founders Walt and Roy Disney. Last week, the Disney descendants, including Iger critic Abigail Disney, published two separate letters opposing the nominations by Peltz and the other activist firm, Blackwells.
“Disney stories are filled with heroes and villains. We know who the villains are in this story, and we know they cannot be entrusted with protecting this company’s rich legacy or guiding its bright future,” one of the letters read.
Editor’s note: Due to an editing error, an earlier version of this article misstated the value of Blackwells’ stake in Disney. The article has been updated.
