Disney Inks Deal With ValueAct While Blackwells Capital Nominates Board Candidates Amid Peltz Proxy Battle

Todd Spangler and K.J. Yossman
·4 min read
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Disney and CEO Bob Iger secured new support from activist investor ValueAct Capital in the company’s proxy fight with Nelson Peltz.

The Mouse House also got an unsolicited vote of confidence, in a roundabout way, from Blackwells Capital, which said it is nominating three candidates to the board to rival those picked by Peltz’s Trian Fund Management in a looming proxy fight — although Blackwells called the media company’s agreement with ValueAct “a disappointing defensive move by Disney that does not solve for anything.”

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Disney on Tuesday announced an “information sharing” deal with ValueAct, an investor in Disney, which ensures the investment firm will support the company’s recommended slate of nominees for election to the Disney board at the 2024 annual meeting. Under Disney’s confidentiality agreement with ValueAct, the media conglomerate will provide information to the investment firm and consult with ValueAct on “strategic matters,” including through meetings with the Disney board and management.

Separately, Blackwells Capital, another Disney shareholder, announced that it will nominate three candidates — Jessica Schell, a former Warner Bros. and NBCUniversal exec; Tribeca Film Festival co-founder Craig Hatkoff; and TaskRabbit founder Leah Solivan — for election to the board of directors of Disney, which is expected to be held this spring. In announcing the trio of candidates, Blackwells slammed “Peltz’s reprise of a contrived campaign that is disconnected from the needs of Disney stakeholders.”

Disney confirmed that Blackwells Capital provided notice of its intent to nominate the three individuals for election to the company’s board at the 2024 annual meeting of shareholders. Disney said the board’s governance and nominating committee “will review the proposed Blackwells nominees and provide a recommendation to the board as part of its governance process.”

In late November, Peltz renewed his proxy battle with Iger and the company’s board and announced plans to nominate two directors. That came after Disney named Morgan Stanley CEO James Gorman and former Sky chief Jeremy Darroch as new directors.

Peltz’s Trian hedge fund subsequently announced it would nominate Peltz and former Disney CFO James Rasulo as candidates for directors of the Disney board at the annual shareholders meeting. Trian controls about $3 billion worth of Disney’s shares, 78% of which are owned by former Marvel Entertainment chairman Ike Perlmutter (whom Disney alleges has a “longstanding personal agenda” against Iger).

Jason Aintabi, Blackwells’ chief investment officer, said in a statement, “We call on Mr. Peltz to end his peacocking so that Disney can focus on its bright future, and not be dragged backward in time. Disney’s current leadership is invaluable to its shareholders, and our three exceptional candidates are being nominated along with a business proposal specifying that any incumbent director outvoted by Blackwells’ nominees be immediately added back to the board following the 2024 Annual Meeting.”

Blackwells’ campaign “provides shareholders a necessary alternative to what would otherwise be a solipsistic sideshow,” Aintabi added. Blackwells owns about $5 million worth of Disney shares.

At the same time, Aintabi called Disney’s agreement with ValueAct “a disappointing defensive move by Disney that does not solve for anything. Bringing all shareholders a real and better choice for directors is the necessary act that will support the future success of Disney.”

In response to the Blackwells announcement, a rep for Trian said in a statement, “Trian welcomes other shareholders attempting to help fix this iconic but wayward company. We believe long-suffering Disney shareholders need Nelson Peltz and Jay Rasulo as independent voices and catalysts for much-needed change on what’s been a chronically underperforming board.”

To that, Blackwells’ Aintabi responded, “We are gratified that Trian sees the merit in Blackwells nominees given they are independent, have the relevant experience and present themselves without an agenda. Our view remains that Disney shareholders do not need Nelson Peltz or Jay Rasulo on the board; if anyone is needed it’s the Blackwells’ nominees.”

ValueAct, in announcing its agreement with the Disney board, touted its “extensive experience investing in media and technology companies navigating significant business transformations,” including Spotify, the New York Times, 21st Century Fox, Nintendo, Microsoft, Adobe and Salesforce.

Iger said in a statement, “ValueAct Capital has a track record of collaboration and cooperation with the companies it invests in, and its co-CEO Mason Morfit has been very constructive in the conversations we’ve had over the past year. We welcome their input as long-term shareholders.”

Morfit added: “Disney is the world’s leading entertainment company. It has the best intellectual property, sports brand, and parks and experiences assets in the industry. As legacy technologies transition to digital platforms, we believe Disney can lead the media industry forward. We could not be more excited to partner with Bob and the board to help create long-term sustainable shareholder value.”

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