Disney has reached a confidentiality agreement with activist investor ValueAct Capital Management, garnering its support for the company's board nominees as it continues to deal with a proxy battle with Nelson Peltz.
The Walt Disney Co. said Wednesday that the agreement with ValueAct will allow the company to provide information to ValueAct and consult with it on strategic matters, including through meetings with its board and management.
“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,” Disney CEO Bob Iger said in a statement.
Last month Nelson Peltz’s investment management firm Trian Fund Management said that it was planning to nominate the activist investor and a former chief financial officer of Disney for seats on the media and entertainment company’s board.
Along with Peltz, Trian is planning to nominate James Rasulo, who served as Disney’s CFO from 2010 to 2015. Prior to serving as CFO, Rasulo was chairman of Walt Disney Parks and Resorts Worldwide from 2005 to 2009 and was president of Walt Disney Parks and Resorts from 2002 to 2005.
Trian, which owns $3 billion of common stock in Disney, is looking to nominate Peltz and Rasulo to the Disney board at the company’s 2024 annual shareholders meeting, which is expected to be held in the spring.
Disney previously said that Trian has provided notice that it plans to nominate two individuals for its board. The Burbank, California-based company has said that its governance and nominating committee, which evaluates director nominations, will review the proposed Trian nominees and provide a recommendation to the board as part of its governance process.
Peltz’s proxy battle with Disney has spanned nearly a year. In January Peltz sought to join Disney’s board, claiming that the company was struggling with self-inflicted problems. At the time, Disney urged shareholders to vote against Peltz and named current board member Mark Parker as its chairman. Parker, who also serves as executive chairman at Nike Inc., succeeded Susan Arnold, who didn’t stand for re-election due to Disney’s 15-year term limit requirements.
By February Peltz ended his push for a Disney board seat, one day after CEO Bob Iger announced a major restructuring of the company that included thousands of job cuts.
However, in November Trian decided to resurrect its proxy battle. Disney put out a statement at the time defending the company and its board.
Peltz has previously waged successful proxy battles at blue chip companies including DuPont and Procter & Gamble.
Disney continues to show support for its existing board. ValueAct confirmed it will support Disney's slate of board nominees.
