Disney has strongly opposed the recommendation made by ISS to appoint activist investor Nelson Peltz to the board, as well as to withhold votes for company board nominee Maria Elena Lagomasino. In a statement, Mark Parker, the chairman of the board, expressed his belief that ISS had reached the wrong conclusion. He argued that Peltz does not bring any additive skills to the board, and that Lagomasino’s expertise is crucial for the company’s long-term shareholder value creation.
On the contrary, Glass Lewis, another influential proxy advisory firm, endorsed all Disney nominees last week. This shows a divided opinion within the advisory community regarding the composition of Disney’s board. Disney emphasized that its 12 Board nominees are the best qualified to oversee management and create sustainable shareholder value.
Disney also raised concerns about Trian’s “silent partner,” former Disney employee Ike Perlmutter, who owns a significant portion of Trian’s Disney shares. The company pointed out that Perlmutter’s involvement could be a distraction and inhibit Nelson Peltz from working constructively with Disney’s Board. This could potentially threaten the company’s continued turnaround under Disney’s CEO, Robert A. Iger.
Despite Disney’s reservations, ISS decided that Peltz would still be a valuable addition to the board. ISS highlighted what it called critically flawed succession planning at Disney, indicating a need for different perspectives on the board. This decision shows a disagreement between ISS and Disney on the expertise and skills required for effective board governance.
Disney defended Maria Elena Lagomasino as a seasoned financial leader with extensive experience in capital markets and corporate governance. Her role as a founder of the Institute for the Fiduciary Standard was also highlighted, emphasizing her dedication to fiduciary responsibility and investor perspective. Disney portrayed Lagomasino as a crucial member of the board due to her expertise in these areas.
The proxy fight between Disney and Nelson Peltz reveals a clash of perspectives on the composition of the company’s board. While Disney emphasizes the qualifications of its nominees and the importance of effective governance, ISS sees value in adding a new voice like Peltz to the board. The outcome of this proxy battle will have significant implications for Disney’s future direction and governance practices.
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