The Walt Disney Co. shareholders voted to back CEO Bob Iger and its current directors by a substantial margin, the company said during its annual meeting Wednesday.
Shareholders rejected nominees backed by Nelson Peltz’s Trian Fund Management and Blackwells Capital.
Final vote totals will be released by the company in the coming days.
Re-elected as directors were: Mary T. Barra, Safra A. Catz, Amy L. Chang, D. Jeremy Darroch, Carolyn N. Everson, Michael B.G. Froman, James P. Gorman, Robert A. Iger, Maria Elena Lagomasino, Calvin R. McDonald, Mark G. Parker and Derica W. Rice.
Management proposals about executive pay and accounting were passed, while shareholder proposals were defeated.
“I want to thank our shareholders for their trust and confidence in our Board and management,“ Iger said. “With the distracting proxy contest now behind us, we’re eager to focus 100% of our attention on our most important priorities: growth and value creation for our shareholders and creative excellence for our consumers.”
Added Disney chairman of the board Mark Parker: “We are immensely grateful to our shareholders for their investment in Disney and their belief in its future, particularly during this period of great change in the broader entertainment industry. We are fortunate to have a highly qualified Board of Directors who possess a profound commitment to the enduring strength of this company and an enormous amount of experience and expertise, including succession planning. I’m thankful for Bob and his exceptional management team, as well as Disney’s employees and Cast Members around the world, for continuing to deliver for consumers and shareholders throughout this distracting proxy battle.”
Before the vote, Nelson Peltz spoke at the meeting, noting that Trian and its affiliates have more than $3.5 billion invested in Disney.
“We invest in great companies that for one reason or another have stumbled. We seek to collaborate with management to make them better,” Peltz said. “We want Disney to get back to creating great content, delighting consumers and creating value for shareholders.”
Peltz acknowledged that Disney and Iger had taken steps to reduce streaming losses, rationalize its content production and started several initiatives at ESPN.
Long-term, Peltz noted that Disney stock is still down from its high at about $200 a share and pointed out that since Trian started its campaign, the stock has increased 50% and has been the best performer among the Dow-listed stocks year to date.
Iger addressed some of the company’s issues during a question and answer session at the meeting.
Iger insisted that he has “never been more confident” that streaming would become “a key earnings growth driver for the company.” He said he expects to add subscribers and that streaming would achieve double-digit operating margins.
With Disney Plus, Hulu and the streaming version of ESPN coming in 2025, “Disney has a chance to become the ultimate streaming destination for consumers,” He said.
At the parks, Iger said that the company has numerous projects in development, and that details would be shared when there’s something tangible to discuss.
Asked about Disney’s involvement in politics and social advocacy, Iger said “our job is to entertain.” He added that by telling great stories, Disney is a source of joy, hope and optimism . . . I always believe we have a responsibility to do good in the world, not to advance any agenda.”
Iger said that he was bullish on women’s sports after Caitlin Clark helped draw record ratings for a women’s basketball game. “ESPN is pleased to be a part of that,” he said.
And asked if Disney Plus would be streaming more Taylor Swift concerts, Iger said “we’re thrilled we were able to reach an agreement with Taylor and her team to put the film of her most recent concert on Disney Plus. We’d like nothing more than to continue our great relationship with her.”
The fight for board seats has been called one of the most expensive proxy fights in corporate history.
Peltz, an activist investor, originally criticized Disney for its stock price, which had lost $70 billion in value between February and December of last year. Peltz joined up with Isaac Perlmutter, who was fired by Disney and owns 25 million Disney shares. (Disney has knocked Perlmutter for having a “personal agenda” against Iger.)
Trian has also complained about Disney’s streaming losses, the performance of its movie slate and its plans to spend $60 billion on its parks.
Peltz campaigned to get a seat on Disney’s board for himself and for Jay Rasulo, a former Disney CFO.
When Iger returned to Disney as CEO in November 2022, replacing Bob Chapek, he moved quickly with a plan to cut costs by $7.5 billion that included reducing the company’s headcount by about 5,000.
To make shareholders happy, Disney has also started paying a dividend on its stock.
In addition to Trian, another investment company, Blackwells Capital, put forward candidates for Disney’s board. Blackwells has been generally supportive of Iger, but nonetheless nominated former Warner Bros. and NBCUniversal executive Jessica Schell, Tribeca Film Festival co-founders Craig Hatkoff and TaskRabbit founder Leah Solivan as directors.
Last month, Iger called the proxy battle a distraction to the company as it tried to navigate a new media landscape.
“We’re at this hard every day, and when you go from fixing [the company], which was significant and heavy lifting, to really creating meaningful growth for our shareholders, the only way to achieve that is by focus and this campaign is in a way to distract us, to take our eye off all those balls,” Iger said, speaking at the Morgan Stanley Technology Media and Telecom Conference.
“Focus is necessary to generate what we need to generate for the shareholders,“ he said. “It’s that simple. And I am working really hard to not let this distract me because when I get distracted, everybody who works for me is distracted, and that’s not a good thing.”
