The Walt Disney Company (NYSE: DIS) Board of Directors disclosed
its recommended slate of 12 nominees for election at the 2024
Annual Meeting of Shareholders in preliminary proxy materials filed
today with the Securities and Exchange Commission.
The Board has unanimously recommended that shareholders vote for
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.
The director candidates possess significant expertise in
implementing strategic priorities while growing shareholder value
across a spectrum of varied businesses, and have the skill sets,
experiences and professional backgrounds representing a diversity
of perspectives and characteristics that are particularly relevant
to Disney’s business and strategic objectives. Parker, who serves
as Chairman of the Disney Board, is Executive Chairman of NIKE,
Inc. and its former Chairman, President and Chief Executive
Officer; Iger, Disney’s Chief Executive Officer, formerly also
served as Chairman; Barra is Chair and Chief Executive Officer of
General Motors Co.; Catz is Chief Executive Officer of Oracle Corp.
and its former President; Chang is a former senior executive at
Cisco Systems, Inc. and Google and a current director of Procter
& Gamble Co.; Everson is a former senior executive at
Instacart, Meta Platforms, Inc. and Microsoft Corp. and a current
director of The Coca-Cola Co. and Under Armour Inc.; Froman is
President of the Council on Foreign Relations and former Vice
Chairman and President, Strategic Growth at Mastercard Inc.;
Lagomasino is Chief Executive Officer and Managing Partner of WE
Family Offices and a former senior executive at JP Morgan Private
Bank and Chase Manhattan Bank and a current director of The
Coca-Cola Co.; McDonald is Chief Executive Officer of lululemon
athletica inc.; and Rice is a former senior executive at CVS Health
Corp. and Eli Lilly and Co. and a current director of The Carlyle
Group Inc., Bristol-Myers Squibb Co., and Target Corp.
The Board has been continually refreshed, with a focus on
directors whose industry experience is additive to the company’s
strategic priorities. This includes the recent additions of
Darroch, former Executive Chairman and Group Chief Executive
Officer of Sky; and Gorman, Executive Chairman and former Chairman
and Chief Executive Officer of Morgan Stanley, both of whom will be
standing for election at the annual meeting. The average tenure of
the current Board is six years, with seven out of twelve serving
less than six years, and the Board is led by an independent
chairman.
The nominees reflect Disney’s ongoing commitment to a strong
Board focused on the long-term performance of the company,
strategic growth initiatives, the succession planning process, and
increasing shareholder value.
The Board does not endorse the nominations of Nelson Peltz and
James Rasulo put forth by Trian Fund Management, L.P. and its
affiliates, led by Nelson Peltz and supported by former Disney
executive Isaac Perlmutter (collectively, the “Trian Group”). The
Board recommends that shareholders do not vote for the Trian Group
nominees, and that they reject a related proposal from the Trian
Group to amend the Company Bylaws.
Separately, the Board does not endorse the nominations of Craig
Hatkoff, Jessica Schell and Leah Solivan put forth for election as
directors by Blackwells Onshore I LLC, Blackwells Capital LLC and
Jason Aintabi (collectively, the “Blackwells Group”), and
recommends that shareholders not vote for the Blackwells Group
nominees. The Board also recommends shareholders reject a related
proposal from the Blackwells Group.
For more information on the Board’s recommendations that
shareholders vote in favor of Disney’s nominees and against the
Trian Group’s nominees and the Blackwells Group’s nominees, please
refer to Disney’s preliminary proxy statement filed with the
Securities and Exchange Commission today.
Forward-Looking
Statements
Certain statements in this communication may constitute
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements
regarding the Board’s areas of focus and the Company’s
expectations, beliefs, plans, strategies, business or financial
prospects or outlook, future shareholder value, priorities or
performance; and other statements that are not historical in
nature. These statements are made on the basis of the Company’s
views and assumptions regarding future events and business
performance and plans as of the time the statements are made. The
Company does not undertake any obligation to update these
statements unless required by applicable laws or regulations, and
you should not place undue reliance on forward-looking
statements.
Actual results may differ materially from those expressed or
implied. Such differences may result from actions taken by the
Company, including restructuring or strategic initiatives or other
business decisions, as well as from developments beyond the
Company’s control, including: the occurrence of subsequent events;
further deterioration in domestic or global economic conditions or
failure of conditions to improve as anticipated, including
heightened inflation, capital market volatility, interest rate and
currency rate fluctuations and economic slowdown or recession;
deterioration in or pressures from competitive conditions,
including competition to create or acquire content; consumer
preferences and acceptance of our content and offerings, pricing
model and price increases, and corresponding subscriber additions
and churn, and the market for advertising and sales on our
direct-to-consumer services and linear networks; health concerns
and their impact on our businesses; international, political or
military developments; regulatory or legal developments;
technological developments; labor markets and activities, including
work stoppages; adverse weather conditions or natural disasters;
and availability of content. Such developments may further affect
entertainment, travel and leisure businesses generally and may,
among other things, affect (or further affect, as applicable): our
operations, business plans or profitability, including
direct-to-consumer profitability; our expected benefits of the
composition of the Board; demand for our products and services; the
performance of the Company’s content; our ability to create or
obtain desirable content at or under the value we assign the
content; the advertising market for programming; income tax
expense; and performance of some or all Company businesses either
directly or through their impact on those who distribute our
products.
Additional factors are set forth in the Company’s Annual Report
on Form 10-K for the year ended September 30, 2023, including under
the captions “Risk Factors”, “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” and “Business”,
and subsequent filings with the Securities and Exchange Commission
(the “SEC”), including, among others, quarterly reports on Form
10-Q
Additional Information and Where to
Find It
Disney has filed with the SEC a preliminary proxy statement on
Schedule 14A, containing a form of WHITE proxy card, with respect
to its solicitation of proxies for Disney’s 2024 Annual Meeting of
Shareholders. The proxy statement is in preliminary form and Disney
intends to file and mail a definitive proxy statement to
shareholders of Disney. INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO) FILED BY DISNEY AND ANY OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN
OR WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION.
Investors and security holders may obtain copies of these documents
and other documents filed with the SEC by Disney free of charge
through the website maintained by the SEC at www.sec.gov. Copies of
the documents filed by Disney are also available free of charge by
accessing Disney’s website at www.thewaltdisneycompany.com.
Participants
Disney, its directors and executive officers and other members
of management and employees will be participants in the
solicitation of proxies with respect to a solicitation by Disney.
Information about Disney’s executive officers and directors is
available in Disney’s preliminary proxy statement for its 2024
Annual Meeting, which was filed with the SEC on January 16, 2024,
and will be included in Disney’s definitive proxy statement, once
available. To the extent holdings by our directors and executive
officers of Disney securities reported in the proxy statement for
the 2024 Annual Meeting have changed, such changes have been or
will be reflected on Statements of Change in Ownership on Forms 3,
4 or 5 filed with the SEC. These documents are or will be available
free of charge at the SEC’s website at www.sec.gov.
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version on businesswire.com: https://www.businesswire.com/news/home/20240116349288/en/
David Jefferson Corporate Communications (818) 560-4832
david.j.jefferson@disney.com
Mike Long Corporate Communications (818) 560-4588
mike.p.long@disney.com
Steve Lipin Gladstone Place Partners (212) 230-5930
slipin@gladstoneplace.com
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