Disney Board Fight: Activist Investor Blackwells Slams Nelson Peltz’s Move to Enlist Support of Elon Musk, Suggests Real Estate Spin-Off

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Disney’s 2024 shareholders meeting on April 3 will feature three rival slates of director nominees — and for now, in the lead-up to the vote it’s unclear whether the jockeying is just so much noise or will lead to real changes.

In one corner are the Disney-selected 12 nominees. In another is activist investor Nelson Peltz, whose Trian Partners has nominated Peltz and ex-Disney CFO Jay Rasulo as Disney directors.

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Then there’s investment firm Blackwells Capital, which owns a relatively small number of Disney shares and supports the leadership of CEO Bob Iger and the current board — but is urging Disney shareholders to vote for its own three candidates instead of Disney’s or Trian’s nominees. On Tuesday, Blackwells officially filed its definitive proxy statement for Disney’s 2024 annual meeting along with a letter to fellow Disney shareholders.

Among Blackwells’ proposals: It suggested Disney could separate its owned real estate, which Blackwells claims represents 44% of the conglomerate’s market capitalization, into an independent publicly listed real estate investment trust or “a series of investment vehicles in which the shares, cash and/or interests could be distributed to shareholders.”

“Disney may simply be too complex for any one successor to Mr. Iger to manage holistically, and Blackwells believes that it is the responsibility of the board to oversee these types of analyses in the ordinary course,” Blackwells said in the letter to shareholders.

Peltz’s campaign to shake up the Disney board is a “distraction,” Jason Aintabi, chief investment officer of Blackwells, said in a statement Tuesday. “Mr. Peltz has requested a seat on Disney’s board no less than 24 times in the last year and half,” Aintabi said. “During that time, Mr. Peltz has not offered a single strategic idea that would benefit shareholders… Begging for board seats is not a strategy that will make any money for shareholders.”

Furthermore, Aintabi alleged that Peltz “seems to focus his efforts on soliciting endorsements from Elon Musk — who doesn’t own a single Disney share, and is aggrieved at Disney for withholding advertising dollars from his struggling social media platform. These are not winning strategies for Disney shareholders.”

As evidence of that, Blackwells pointed to a post by Musk that had been shared on Trian’s RestoretheMagic.com website. “Brutal track record. Shareholders have been incredibly poorly served by the @Disney board!” Musk wrote in a Jan. 18 post on X, replying to a post from Trian lamenting Disney’s shareholder returns and calling for “new, truly independent board members.” Musk’s comment appears to have been removed from the RestoretheMagic.com site.

Musk, the multibillionaire who owns X (aka Twitter) and is the CEO of Tesla and SpaceX, has expressed anger toward Disney and Iger after Disney (along with others) suspended advertising on X after Musk posted a comment supporting an antisemitic conspiracy theory. “If somebody’s going to try to blackmail me with advertising? Blackmail me with money? Go fuck yourself. Go. Fuck. Yourself. Is that clear?” Musk said at the New York Times’ DealBook Summit last fall. He called out Iger, who earlier at the conference had said the tech mogul’s comment made a partnership with X “not necessarily a positive one for us.” Asked about Iger’s remarks, Musk said, “Hey Bob, if you’re in the audience, that’s how I feel — don’t advertise.”

On Feb. 3, Musk attended the L.A. premiere of “Lola,” the directorial debut of Nelson Peltz’s daughter, Nicola Peltz Beckham, who also stars in the film.

Regarding the Disney board’s slate of 12 recommended nominees, Blackwells’ Aintabi said, “Only two of Disney’s non-executive directors have significant media experience, and, as a whole, the board lacks the qualifications that our candidates possess.”

The thee Blackwells nominees are: Jessica Schell, a former Warner Bros. and NBCUniversal exec; Tribeca Film Festival co-founder Craig Hatkoff; and TaskRabbit founder Leah Solivan.

Both Disney and Trian have already affirmed their opposition to the three Blackwells candidates. For Blackwells, the approach looks designed to provide an alternative for disgruntled Disney shareholders who want to see new faces on the board but may balk at Peltz’s combativeness.

“If elected, our three nominees for the board have pledged to continue to support Disney’s transformation efforts under the leadership of the current board and CEO, Robert A. Iger,” Aintabi wrote in the letter. “In addition to an approach of constructive collaboration, our three nominees will bring unique skills, expertise and perspectives to the Board that draw on a range of experiences that the future of Disney depends on.” The three Blackwells candidates will bring expertise in “media and content, real estate and asset optimization, and the proficiency to guide Disney through a new world where physical, spatial computing and AI-driven experiences converge,” Aintabi wrote.

Blackwells and its affiliates own an aggregate of 157,131 shares of common stock, currently worth about $15 million. Peltz’s Trian controls about $3 billion worth of Disney’s shares, 78% of which are owned by former Marvel Entertainment chairman Ike Perlmutter. Disney alleges Perlmutter, who was terminated from the Marvel role last year, has a “longstanding personal agenda” against Iger.

Trian has outlined an agenda focusing on five areas of reform at Disney. Those include corporate governance, streaming profitability — to “target and achieve Netflix-like margins” of 15%-20% by fiscal year 2027 — the Disney studios’ creative output, growth in Disney’s Parks and Experiences unit, and the future of ESPN (Trian called on management to “commit to a reasonable, defined payback period and return profile” on the forthcoming full-fledged ESPN direct-to-consumer streaming service.

Disney’s shareholder meeting is scheduled for April 3. All shareholders of record as of the close of business on Feb. 5 are entitled to vote at the meeting.

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