NEW YORK, March 20 (Reuters) - What do George Lucas,
Jamie Dimon and the family of Walt Disney ( DIS ) have in common?
The creator of "Star Wars," the billionaire Wall Street CEO
and the descendants of Walt Disney's ( DIS ) founders have
thrown their support behind Chief Executive Bob Iger and the
entertainment company's board nominees in a high-stakes fight.
All expressed faith in Iger's leadership and plans for
reinvigorating the century-old company, implying shareholders
should not let activist investors Nelson Peltz's Trian Fund
Management or Blackwells Capital into the Disney castle.
The hedge funds say Disney lost its creative spark, bungled
succession planing and was slow to embrace new technology.
They are seeking board seats to fix the perceived problems.
The Disney backers have created a string of public
endorsements rarely seen in proxy fights that corporate
governance experts, investors and bankers are calling
noteworthy, savvy and timely.
"Endorsements on either side of a proxy fight - for the
company or the activist - encourage other shareholders to take a
closer look at the personal, financial, or commercial ties
behind that support," said Jessica McDougall, a partner and
chair of corporate governance and shareholder engagement at
Longacre Square Partners.
For example, Disney has paid the company headed by Dimon,
JPMorgan Chase ( JPM ), more than $160 million in fees since
2014, according to LSEG data, making it the highest amount of
fees paid by Disney to any investment bank in that period. JP
Morgan is currently working with Disney to defend against the
hedge funds.
Last month, eight grandchildren of Walt and Roy Disney,
including Abigail Disney, who spoke out about Iger's pay years
ago, united to support the CEO and keep the activists at bay.
Retail investors, who hold 34% of Disney's stock, may be
moved by Lucas' "faith and confidence in the power of Disney and
Bob's track record of driving long-term value" after the
director of "Star Wars" and "Indiana Jones" said he has already
cast his votes for management.
One former Disney executive said Lucas and the Disney heirs
sought to emphasize the importance of creativity and the
company's rich history of compelling storytelling - an area in
which Peltz lacks experience.
Large institutional shareholders, who have the greatest
influence in proxy battles, are likely to be more attuned to the
recommendation of influential proxy advisory firm Institutional
Shareholder Services (ISS) which is expected later this week,
sources said.
But even with institutional investors, the deep
relationships between the company and people like Lucas and
Dimon could resonate loudly this year, governance experts said.
ValueAct, another prominent hedge fund that had previously
invested money for Disney's pension fund, endorsed Disney at a
conference two weeks ago.
Investment firms, including mutual funds, are often
reluctant to speak publicly about how they will vote in a proxy
contest for fear of being perceived as working with activists.
On Monday, Glass Lewis, ISS's smaller rival, endorsed the
Disney board. Experts reason that a dissident investor cannot
win seats without support from Glass Lewis and ISS, and that the
timing of Lucas' supportive words was not accidental.
In the run-up to the April 3 annual meeting, Disney
executives and representatives of Trian and Blackwells are
trying to win over investors at personal meetings and through
virtual sessions. Peltz's schedule is so packed that he pulled
out of speaking at a conference in New York later this week, the
organizer said.
Peltz and Blackwells have not yet lined up the kind of
splashy endorsements shared by Disney. But on Tuesday, Peltz's
Trian invested in media, instead, in the form of a full-page ad
in the New York Times encouraging shareholders to throw out two
Disney directors.