NEW YORK, March 28 (Reuters) - With less than a week to
go before shareholders elect Walt Disney's ( DIS ) board the race for
votes heated up on Thursday as one institutional investor sided
with CEO Bob Iger and the company's directors, while another
backed hedge fund manager Nelson Peltz's Trian Fund Management.
The New York City Retirement System, which owned $291
million worth of Disney stock at the end of last month, said the
entertainment giant should get more time to achieve the
strategic transformation it is working on under Iger, rejecting
the nominees from Trian and Blackwells Capital, another activist
fund that also wants seats.
Also on Thursday, investment firm Neuberger Berman, another
Disney shareholder, said it will vote to support Peltz and
Trian's second candidate, former Disney chief financial officer
Jay Rasulo, arguing the outsiders could play a critical role in
finding a successor to Iger who has said he will leave at the
end of 2026.
Blackwells on Thursday also ratcheted up the pressure on
Disney by suing the home of Mickey Mouse in a Delaware court for
information it says may point to possible disclosure violations
in dealings with hedge fund ValueAct Capital.
ValueAct once managed pension fund money for Disney but said
it no longer oversaw those assets when it began investing in
Disney late last year. Its chief investment officer, Mason
Morfit, earlier this month offered public support for Iger and
the company's sitting directors at an investment conference.
Representatives for Disney and Trian did not respond to
requests for comment.
Shareholders will vote on April 3 on who will end up sitting
on the company's 12-member board. The fight has become the
year's most closely watched boardroom battle with Disney
pointing to a raft of improvements and initiatives to persuade
investors to re-elect its directors.
Peltz argues the company has lost its creative spark and
needs him and Rasulo, who was passed over for the top Disney job
years ago, to guide future decisions as board members.
Blackwells, which is pushing for three seats, generally
supports Iger's vision but said Disney should harness technology
better and consider separating its hotels and parks into a
separate company.
LAST DITCH APPEALS
All sides are making last ditch appeals to big investors at
in person meetings and through Zoom calls, people familiar with
the matter said. Disney has also stepped up advertising with
announcements drawing attention to the meeting.
Disney's ( DIS ) stock price has climbed 35% in 2024, but it remains
down nearly 40% from its record high close in March 2021. Disney
has argued its strong first quarter earnings and announcements
including plans to join forces with Indian conglomerate Reliance
Industries and offer more entertainment options shows Iger's
turnaround plan is working.
The activist investors have argued it is their pressure on
the company that has helped fuel the stock price gain.
New York City Comptroller Brad Lander, who is responsible
for the New York City Retirement System, said the company's
shares "have performed well" and "boards are most effective when
members bring valuable perspectives and relevant experience and
are focused on the long-term health of the company."
In the last days, proxy advisory firms ISS, Glass Lewis and
Egan-Jones have made recommendations with ISS and Egan-Jones
backing Peltz, while Glass Lewis supported all the company's
incumbent directors.
ISS argued that the current board has not performed well in
selecting someone to succeed Iger and Peltz, who has served on
many boards, would help ensure Iger's plans will be pursued even
after he leaves.
ISS also wrote that while ValueAct's "investment team met
with Bob Iger on very limited occasions in the years prior to
its investment in Disney, (ValueAct chief investment officer and
co-CEO) Mason Morfit and Bob Iger do not have a personal
relationship."
While some investors such as Neuberger Berman and New York
City have disclosed their votes, many, including big pension
funds, powerful mutual funds and index funds, have declined to
say how they will vote. Some big investors may wait to vote next
week, people familiar with their decisions said.
Lander said that Peltz, who is running for a seat based on
his experience as a director on boards including Procter &
Gamble ( PG ) and Wendy's, should not be elected. "Nelson
Peltz's troubling performance on other company boards including
Wendy's raise concerns about the value he would bring to the
table, and we do not believe this would be beneficial to
preserving shareholder value," Lander said.