With an SEC filing, Blackwells Capital has officially launched its proxy fight with Disney, hoping to get three nominees on Disney’s Board of Directors and criticizing Nelson Peltz’s Trian Fund Management.
Blackwells Capital’s Nominees
As previously announced, Blackwells Capital has nominated former Warner Bros. and NBCUniversal executive Jessica Schell, Tribeca Film Festival co-founder Craig Hatkoff, and TaskRabbit founder Leah Solivan for Disney’s Board.
Blackwells Capital founder and chief investment officer Jason Aintabi wrote in a letter to shareholders, “If elected, our three nominees for the board have pledged to continue to support Disney’s transformation efforts under the leadership of the current board and CEO, Robert A. Iger. In addition to an approach of constructive collaboration, our three nominees will bring unique skills, expertise and perspectives to the Board that draw on a range of experiences that the future of Disney depends on.”
He added that the nominees would be able to “guide Disney through a new world where physical, spatial computing and AI-driven experiences converge.”
Splitting Up The Walt Disney Company
Blackwells suggested that The Walt Disney Company could potentially split up into three entities “beginning with a management reorganization and leadership selection for each business and resulting in standalone public companies.”
Disney may simply be too complex for any one successor to Mr. Iger to manage holistically, and Blackwells believes that it is the responsibility of the board to oversee these types of analyses in the ordinary course.
Blackwells Capital letter to shareholders
Nelson Peltz, Trian, and Elon Musk
Blackwells, which owns about $15 million worth of Disney stock, also addressed Peltz’s and Trian’s push for seats. Trian controls about $3 billion worth of shares, including those owned by former Marvel Entertainment chairman Ike Perlmutter. Trian has nominated Peltz and former Disney CFO Jay Rasulo to the Board.
“Mr. Peltz has requested a seat on Disney’s board no less than 24 times in the last year and half,” Aintabi said in his letter. “During that time, Mr. Peltz has not offered a single strategic idea that would benefit shareholders… Begging for board seats is not a strategy that will make any money for shareholders.”
Aintabi went on to critique Peltz’s focus on “soliciting endorsements” from Elon Musk, who, as Aintabi points out, doesn’t own any Disney shares “and is aggrieved at Disney for withholding advertising dollars from his struggling social media platform.”
Disney and several other companies stopped advertising on Musk’s X (formerly Twitter) in November, after a Media Matters for America study found that the companies’ advertisements were placed next to antisemitic content on the platform. The release of this study’s findings coincided with Musk endorsing an antisemitic conspiracy theory. Disney has since posted on X but has not purchased ads.
At the New York Times’ DealBook Summit later that month, Bog Iger said of Musk, “We know Elon is larger than life in many respects, and that his name is very much tied to the companies he either founded or he owns, whether it’s Tesla or SpaceX, or now X. And by him taking the position that he took in quite a public manner, we just felt that the association with that position and Elon Musk and X was not necessarily a positive one for us.”
Aintabi and Blackwells pointed out that Trian had shared a post by Musk on their RestoreTheMagic.com website. Musk’s January 18 X post is a reply to one by Trian and reads, “Brutal track record. Shareholders have been incredibly poorly served by the @Disney board!” That post has since been removed from RestoreTheMagic.com.
Disney’s Board of Directors
Aintabi said of Disney’s current Board of Directors, which are also Disney’s nominees, “Only two of Disney’s non-executive directors have significant media experience, and, as a whole, the board lacks the qualifications that our candidates possess.”
The purpose of our campaign is simple: we want to ensure that Disney has the right collection of minds around the boardroom table, working constructively together to make decisions that will benefit ALL shareholders for decades to come.
Disney has stated they do not endorse either Blackwells’ or Trian’s nominees.
All Disney shareholders on record as of February 5 will be allowed to vote for the Board of Directors during the annual shareholders meeting on April 3, 2024.
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