Disney Puts Forward 12 Nominees For Board of Directors; Rejects Both Nelson Peltz and Blackwells Candidates
As The Walt Disney Company gears up for its final showdown with activist investor Nelson Pelz and his Trian Fund Management, the company has put forward its own slate of nominees.
The Disney board offered twelve nominations today, including Mary T. Barra, Safra A. Catz, Amy L. Chang, D. Jeremy Darroch, Carolyn N. Everson, Michael B.G. Froman, James P. Gorman, Robert A. Iger, Maria Elena Lagomasino, Calvin R. McDonald, Mark G. Parker, and Derica W. Rice.


Credit: Disney
Disney Reveals an Iger-Peltz Meeting
While putting forth their own candidates, Disney also resoundingly rejected Nelson Peltz’s candidacy and that of the Trian-backed former Disney executive Jay Rasulo.
The nominees and the rejection of the Peltz candidacy came as part of the company’s preliminary proxy statement. In that document, Disney revealed that it had “no less than 20 meaningful interactions” with Peltz and Trian after the activist investor’s last proxy fight.


Photo: Chip Somodevilla/Getty Images
According to Disney, when Iger met Peltz in New York last November, “Mr. Iger asked Mr. Peltz what courses of action he would recommend to the Board to address his concerns.”


Nelson Peltz
“Mr. Peltz again offered no strategic insights or proposed courses of action to address his concerns, and instead responded that he was not there to put forth a plan, he was only there to get a Board seat.”
The Company Rejects Petlz
The company then went on to explain why they were opposing board seats for both Peltz and Rassulo.
“In deciding not to recommend Mr. Peltz, the directors considered a number of factors, including that in a two-year quest for a seat on the Disney Board, Mr. Peltz had not actually presented a single strategic idea for Disney; that his assessment of Disney seemed oblivious to the ongoing secular change in the media industry; that Mr. Peltz’s experience was primarily in commodity consumer packaged goods businesses and not the media or technology sector, that Mr. Peltz had no experience in a business that is primarily driven by creative talent and focused on delivering uniquely memorable customer experiences;” the document read.


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“Mr. Peltz’s partnership with Mr. Perlmutter, who owns the lion’s share of the equity claimed by the Trian Group, and the complexity of Mr. Perlmutter’s history with Disney and Mr. Iger and other senior executives, created significant concern regarding how that partnership would impact Mr. Peltz’s agenda as a director,” Disney’s proxy stated.
On Jay Rasulo
In regards to Jay Rasulo, Disney commented:


Photo: Variety
“In deciding not to recommend Mr. Rasulo, the directors considered a number of factors, including that after leaving Disney eight years earlier, Mr. Rasulo had no further executive role at any public company; that the media business, the impact of technology and the competitive universe had radically changed during that eight year period rendering his perspective on Disney stale and not relevant to the challenges of today; that an outdated perspective on the business would be damaging to the ongoing strategic transformation underway.”


Photo: University of Chicago
Additionally, the company wrote that:
“Mr. Rasulo’s four years as a director and also lead independent director of iHeartMedia, Inc. had not produced strong returns there; and the Board’s belief that Mr. Rasulo’s close relationship with Mr. Perlmutter, coupled with Mr. Rasulo’s having been passed over in the 2015 COO process despite Mr. Perlmutter’s sponsorship of him as a CEO successor, would likely inhibit Mr. Rasulo’s ability to work constructively with Mr. Iger and other executives at the Company with whom Mr. Perlmutter had clashed.”
Disney Does Not Support the Blackwells Nominees
As part of their filings today, Disney also revealed that it opposed the candidate slate by Blackwells.
Unlike Pelt and Trian, Blackwells has publicly supported Bob Iger and the Disney board and was seen as an important ally to the company.


Photo: Dallas Express
When Blackwells announced that they would be nominating three individuals to the board, many believed that Disney would co-sign the nominations in an effort to keep seats away from Peltz.
In their filing today, the company chose a different route.
“The board also does not endorse the nominations of Craig Hatkoff, Jessica Schell and Leah Solivan put forth for election as directors by Blackwells Onshore I LLC, Blackwells Capital LLC and Jason Aintabi,” Disney wrote.
The Showdown Nears
While Disney’s rejection of Peltz and Rauslo was expected, their opposition to Blackwells is a surprise.
Perhaps Iger and the board believe they are in a strong enough position to fend off Peltz without Blackwells and secure seats for their own candidates.
With Disney’s Annual Meeting on the horizon, a showdown is near. If Bob Iger can vanquish Nelson Peltz once and for all, it will cement his control over the company going forward.