Trian Officially Files Proxy Statement as Disney Battle Heats Up

Trian Fund Management on Thursday officially nominated Nelson Peltz and former Disney Chief Financial Officer James A. Rasulo as independent directors for the Disney Board, moving forward with its efforts to wrest some control of the House of Mouse from existing management.

Trian filed a proxy statement with the Securities and Exchange Commission putting the two names into consideration for a vote from shareholders. The filing follows a pledge in December to go ahead with the proxy fight after Trian and its supporters were unable to budge Disney on more changes in its operations.

“Today is an important day,” Peltz said in an appearance on CNBC shortly after the filing was submitted. In addition to submitting the proxy statement, he said Trian is reopening its website, RestoreTheMagic.com, where the activist investors lay out their charges against Disney.

“And we did all of that because we love Disney and it saddens me that the board didn’t welcome me, because our goal is just to work with them, to help them and to help them make the company better, which frankly, we have a history of doing,” Peltz said.

Disney on Tuesday formally rejected Trian’s nominees in recommendations to shareholders ahead of the annual meeting and urged shareholders to vote for its 12 board nominees, which include executives from multiple major companies, including current chairman Mark G. Parker, the executive chairman of Nike, Mary Barrra, the chair and CEO of General Motors and Disney CEO Bob Iger.

“The nominees reflect Disney’s ongoing commitment to a strong Board focused on the longterm performance of the company, strategic growth initiatives, the succession planning process and increasing shareholder value,” a statement from the board read.

The company did not yet set a specific date for the meeting, which will be held virtually, according to filings.

“It is unfortunate that a company as iconic as Disney and with so many challenges and opportunities has refused to seriously engage with us, its largest active shareowner, about board representation,” Peltz, Trian’s CEO, said in a statement.

“Instead of having a boardroom that would include directors with an ‘ownership mentality’ that can bring fresh perspectives to the company’s challenges, Disney is resisting change and asking shareholders to endorse a board comprised mainly of legacy directors (and their hand-picked successors) who have repeatedly failed to properly plan for CEO succession, misaligned the incentives of management, and failed to oversee or drive a strategy to get the streaming business to profitability or the studios to produce good content.”

Peltz told CNBC host Jim Cramer that last week, he visited Disney World in Orlando and was left with mixed impressions. ” It was fascinating because we went not the way board directors’ family, friends go,” he said. “We didn’t have any special passes, we didn’t have any tour guides, we didn’t have any line breaks. Everybody was nice. I mean, Magic Kingdom and the Hollywood Studios were terrific. The people, wonderful.”

“Certain rides are great, but you can see it’s getting a bit long in the tooth,” Peltz said. He noted that Comcast is opening its Epic Universe theme park in Orlando in 2025, and also planning an attraction in Las Vegas.

“They need more capital invested. They need more capital invested now, because the competition is getting keener.”

“While the employees were smiling,” he continued, “that’s probably in large part because they don’t own any Disney stock. That’s the problem here, Jim, is this company is not being run properly. The board oversight is awful, it really is.”

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