Walt Disney Company calls for shareholder support in upcoming board election

Feb 01, 2024 in "The Walt Disney Company"

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Walt Disney Company headquarters in Burbank, California

Posted: Thursday February 1, 2024 5:37pm Et by WDWMAGIC Staff

The Walt Disney Company has urged its shareholders to vote for its 12 board nominees at the upcoming Annual Meeting on April 3, 2024, and to ignore the nominees from the Trian Group and Blackwells.

In a letter to shareholders sent today, Disney emphasized its strategy, focusing on brand assets, cost reduction, and dividend reinstatement while enhancing streaming services, film studios, ESPN, and Disney's Experiences business.

Referring to the non-Disney nominees, the company said, "Your Board does not endorse either of the Trian Group's nominees (Nelson Peltz and Jay Rasulo) or any of Blackwells' nominees (Craig Hatkoff, Jessica Schell and Leah Solivan). We believe that the election of any of these individuals would impede leadership's ongoing execution of Disney's strategic realignment and the Board's efforts to create value for shareholders."

The letter then goes on to say that Mr. Peltz brings no media experience and has presented no strategic ideas for Disney, while Mr. Rasulo's perspective is stale, given he left Disney in 2015 and has not held any executive positions in the industry since.

The Trian Group, which owns more than $3 billion of shares of The Walt Disney Company, is urging Disney shareholders to withhold votes for board members, Mr. Froman and Ms. Lagomasino. They argue that Froman's experience outside of Disney, mainly in government and finance, is largely irrelevant to the company's business, and he possesses only one skill central to Disney's strategy. Similarly, they contend that Lagomasino's background in wealth management is unrelated to Disney's core business. Trian also criticizes Lagomasino for misaligned compensation practices, including a significant package for Mr. Iger and a 2023 compensation program they believe does not align with Disney's performance. Furthermore, both nominees are part of the Governance and Nominating Committee, which Trian accuses of poor corporate governance and succession issues.

You can read the full letter to Disney shareholders here.

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MisterPenguin28 days ago

DCBaker28 days ago

Bob Iger comments on gaining full control of Hulu in an interview with CNBC this morning:

BrianLo28 days ago

Well that ended fairly silently and non dramatically.

MisterPenguin29 days ago

Yeah, my money's on 'shortly after Hulu+Live gets subsumed into Fubo', too.

Comped29 days ago

Hulu really should eventually get rebranded to Star like its equivalent in the rest of the world (since they need a general non-kid show tile), but Disney won't do that because of Hulu's capital with US consumers. Especially once the Hulu Live TV is either merged with Fubo or killed off, which is likely.

DisDude3329 days ago

So how long do we think it will take for Hulu to disappear and all of it’s shows to get rebranded as “Disney+ original”?

Sirwalterraleigh29 days ago

…and just think: the maker of andor just said that the bosses told him streaming is “dead”

DCBaker29 days ago

In a new SEC filing, Disney says an additional $438.7 million is payable by Disney to NBCU to purchase NBCU’s interest in Hulu. Here's a statement from Bob Iger: We are pleased this is finally resolved. We have had a productive partnership with NBCUniversal, and we wish them the best of luck. Completing the Hulu acquisition paves the way for a deeper and more seamless integration of Hulu’s general entertainment content with Disney+ and, soon, with ESPN’s direct-to-consumer product, providing an unrivaled value proposition for consumers. Robert A. Iger, Chief Executive Officer, The Walt Disney Company From the filing: On November 1, 2023, a subsidiary of NBC Universal (collectively with its subsidiaries, “NBCU”) provided notice to a subsidiary of The Walt Disney Company (collectively with its subsidiaries, “Disney”) of its exercise of its right under a put/call arrangement to require Disney to purchase NBCU’s 33% interest in Hulu, LLC (“Hulu”) at a value based on NBCU’s equity ownership percentage of the greater of Hulu’s equity fair value, determined pursuant to a contractual appraisal process, or a guaranteed floor value of $27.5 billion (the “guaranteed floor value”). In December 2023, Disney paid NBCU approximately $8.6 billion, which reflected the guaranteed floor value less NBCU’s unpaid capital call contributions. During the initial phase of the appraisal process, Disney’s appraiser arrived at a valuation below the guaranteed floor value, while NBCU’s appraiser arrived at a valuation substantially in excess of the guaranteed floor value. The final equity fair value, which was completed on June 9, 2025, takes into account the valuation of a third appraiser, which if it had been equal to or below the guaranteed floor value would have resulted in no additional amount payable to NBCU and if it had been consistent with the NBCU’s appraiser’s valuation would have resulted in an additional amount of approximately $5 billion payable to NBCU as its share of the difference between the equity fair value and the guaranteed floor value. Pursuant to the contractual appraisal process that was completed on June 9, 2025, an additional $438.7 million is payable by Disney to NBCU to purchase NBCU’s interest in Hulu. This amount will be recorded in “Net income attributable to noncontrolling interests” and thus reduce “Net income attributable to Disney” in our Condensed Consolidated Statements of Income for our fiscal third quarter. This amount is also expected to be excluded when Disney reports Adjusted EPS, the non-GAAP measure representing diluted earnings per share excluding certain items, and therefore is not expected to impact Disney’s previous guidance on fiscal 2025 Adjusted EPS. The acquisition of NBCU’s interest in Hulu will close on or before July 24, 2025.

SirwalterraleighJan 24, 2025

Say it 1000 times…it’s not gonna be true Doubling prices in 10 years is not “inflation” And not only that…that government sanctioned (frankly) excuse from the plague is starting to collapse…as products are increasingly rejected Get your popcorn and watch it play

SirwalterraleighJan 24, 2025

That would involve reading books…or Wikipedia at a minimum… It’s a lot to ask 🤪

JD80Jan 24, 2025

Price increase recently have been basically on par with inflation.

AylaJan 24, 2025

And prices continue to rise at a ridiculous rate...

DranthJan 24, 2025

What amazes me it that this has been repeated throughout history over and over and over and yet we never seem to learn that eventually people break when things get this far out of whack.