The battle over Disney’s future is about to be decided in a high stakes board vote

By Hadas Gold and Samantha Delouya, CNN

(CNN) — A bitter fight over the future of Disney is set to be decided this week as one of the most expensive proxy battles ever comes to a head at a high-stakes shareholder vote on Wednesday.

At issue is Disney’s (DIS) stock price, which has risen nearly 50% over the last six months but has still failed to placate the desire of some investors, who are seeking a higher return. Should activist investors secure a seat on the company’s board, they hope to shake up the Magic Kingdom and its sprawling empire, which stretches from animation to streaming services to theme parks.

Two competing slates of board seats are now up for a vote against Disney’s. One is led by Trian Fund Management, which has nominated its 81-year-old founder Nelson Peltz, the renowned billionaire corporate raider, and Jay Rasulo, a former Disney chief financial officer. And another smaller challenge comes from Blackwells Capital, which is seeking three seats.

The real challenge, though, comes from Peltz, whose alliance with former Marvel chief Ike Perlmutter could spell real change at Disney, should they be successful.

Peltz has criticized Disney’s recent theatrical flops and said the company should reach “Netflix-like margins” with its Disney+ streaming service, among other issues. The activist investor and his Trian fund want to align pay with performance for key executives, restore Disney’s box office dominance and expand the company’s profit margin. He also wants to ensure CEO Bob Iger, famous for staying on for longer than expected, really steps down in 2026 at the end of his contract.

But the plan doesn’t differ much from what Iger and team are already doing, and exactly how Peltz and Rasulo would fix things isn’t clear, analysts say.

“I don’t think [Peltz has] offered a turnaround plan that would be something that would get people saying, yeah, we need to get Peltz in there and change things,” Barton Crockett, senior research analyst at Rosenblatt Securities, told CNN.

What’s the fight about?

In recent years, Disney has struggled mightily with a surprising number of box office flops, declining viewership on its linear television networks, including ESPN and ABC, along with massive losses as it builds its streaming business to compete with the likes of Netflix.

Peltz says he is looking for a turnaround.

“[D]espite its many advantages, Disney has lost its way. Disney fell from its #1 position at the box office, was late to enter the streaming business and doubled down on linear TV at the wrong time,” Trian wrote in a letter to Disney shareholders this month.

What will happen on Wednesday?

At 1 pm ET, Disney will hold its annual shareholder meeting, during which shareholders will submit their votes for “slates” of board member positions, including those from Trian and Blackwells. The results of the vote, which is already underway, will then be revealed.

If Peltz is successful, he and Rasulo could gain up to two seats on the board, displacing Disney’s picks. The pair could then influence the company’s direction, and, some analysts believe, could hasten an early departure for Iger, who returned to the leadership role in 2022 after his hand-picked successor, Bob Chapek, was ousted.

Peltz — who has no entertainment experience but has successfully waged such proxy battles in the past — has said in interviews he wants to work with the current leadership to shake up the media giant.

“We want to make sure this company finally performs. It’s been mistreated for a very long time and that needs to change,” Peltz said in a video on Trian’s website for the proxy battle.

How is Disney fighting back?

Typically, shareholder meetings and these votes are staid affairs that barely garner significant attention from the public.

But Disney is taking the threat seriously. More than $60 million has been poured into the boardroom fight, most of it from Disney, which is fighting to keep Iger and its board firmly in place.

Disney and its supporters say that turnaround is already happening under Iger and that the Trian proxy battle is due in part to a personal grudge after Perlmutter was ousted from the company last year.

But it has a unique challenge persuading shareholders: Unlike other publicly traded companies, many of its investors are so-called “retail investors” — everyday individuals who invest in companies.

More than 35% of Disney’s shares are held by these individuals, who could seriously sway the vote. So Disney has been treating the campaign like a political one, launching a campaign website, taking out Google search ads, and advertising on popular podcasts like “Smartless.” It’s even leaning on some of its best-known animated characters.

“They’ve really pulled out all the stops in responding to Nelson Peltz and the other activists, and dismissing and attacking them on multiple levels, even going to the place of pulling out Disney intellectual property and calling Peltz a ‘Pinocchio,’” Crockett said.

“Frozen” characters Anna and Elsa have also appeared on materials mailed to shareholders, while the relatively unknown character Ludwig Von Drake hosted an animated short video explaining how shareholders can vote.

“Disney has the right strategy to drive profitable growth and value creation for shareholders and has made substantial progress against our objectives to make our business more efficient and effective, including a sharpened focus on our greatest brand and franchise assets, a continued commitment to cutting costs and a reinstatement of the dividend,” the company said in a statement last week advocating for its slate of board members.

In addition, Iger and other senior Disney executives have been traveling across the country and personally meeting with the larger and institutional shareholders, a person familiar with the matter told CNN.

Disney has also lined up some big names in support of its board, including filmmaker George Lucas, JPMorgan Chase chief Jamie Dimon, former Disney CEO Michael Eisner and billionaire philanthropist Laurene Powell Jobs. Even some members of the Disney family who have been critical of the company, like Abigail E. Disney, have spoken out against Peltz’s boardroom battle.

“Clearly, Bob Iger and the board have taken this very seriously and put out an amazing amount of material and they’ve met with investors,” Jessica Reif Ehrlich, managing director of BofA Securities, told CNN. “Nelson Peltz has gone public, so it’s very contentious, very loud, very public.”

Meanwhile, Peltz has received support in recent days from the California Public Employees Retirement System (CalPERS) and the private investment firm Neuberger Berman, dealing a blow to Disney’s efforts to stave off the board fight. The influential advisory firms Institutional Shareholder Service and Egan-Jones have also thrown their support behind Peltz for at least one seat on the board.

But while Disney isn’t leaving anything to chance, some analysts suggested that if Peltz does win a seat or two at the table, it could open the door to Iger departing the House of Mouse sooner than his planned 2026 succession.

“It’s clear that Iger doesn’t want to deal with him,” Crocket said of Peltz. “So, I guess the one thing that I would wonder about, not from an operational perspective, but from a leadership perspective, is that if Peltz wins, it might hasten the departure of Iger.”

– CNN’s Liam Reilly and Krystal Hur contributed to this report.

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