04:46 PM EDT, 04/03/2024 (MT Newswires) -- Walt Disney ( DIS ) won its proxy fight against activist shareholders on Wednesday as shareholders elected all 12 of the media and entertainment giant's board nominees, rebuking attempts by hedge funds Trian Fund Management and Blackwells Capital to secure board representation.
Walt Disney ( DIS ), led by Chief Executive Bob Iger, said that all directors were elected "by a substantial margin" over the Trian and Blackwells nominees. General Motors (GM) CEO Mary Barra, Oracle (ORCL) CEO Safra Catz, former Sky CEO D. Jeremy Darroch and Iger were part of the full director slate. Shares of Disney ( DIS ) declined 3.1% at market close.
"With the distracting proxy contest now behind us, we're eager to focus 100% of our attention on our most important priorities: growth and value creation for our shareholders and creative excellence for our consumers," Iger said in a statement.
Trian Group said it owns more than $3.5 billion of Disney's ( DIS ) common stock. Nelson Peltz is a founding partner of Trian Fund Management. Its two board recommendations, one of which was Peltz himself, were rejected.
"While we are disappointed with the outcome of this proxy contest, Trian greatly appreciates all of the support and dialogue we have had with Disney ( DIS ) stakeholders," the hedge fund said in a statement. "We are proud of the impact we have had in refocusing this company on value creation and good governance."
Since Trian re-engaged with Disney ( DIS ) late last year, Disney ( DIS ) has announced new operating initiatives, capital improvement plans and refreshed its board with two new directors, Trian said. "Over the last six months, Disney's ( DIS ) stock is up approximately 50% and is the Dow Jones Industrial Average's best performer year-to-date," according to Trian. "We will be watching the company's performance and be focusing on its continued success."
Blackwells had nominated three people for the Disney ( DIS ) board; former Warner Bros. Home Entertainment General Manager Jessica Schell, Tribeca Film Festival co-founder Craig Hatkoff and TaskRabbit founder Leah Solivan.
Blackwells said in a Wednesday statement that its primary objective was to keep Peltz out of the Disney ( DIS ) boardroom. "The company would have benefited from any one of our candidates for the hard work needed over the next few years to advance this iconic company, but we respect the will of the shareholders and the outcome," according to Blackwells.
"Disney ( DIS ), for its part, showed that it needs to be more focused on transparency and truly acting in the best interests of all its shareholders," Blackwells said. "In particular, the board's ongoing refusal to publicize the information sharing agreement with ValueAct, as well as all the fees paid by Disney ( DIS ) to ValueAct before its endorsement of the board, remains a serious issue. We will continue to pursue our litigation to ensure there is a resolution that benefits shareholders and enforces governance best practices."
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