David A. Grogan | CNBC
The proxy battle between Disney and activist investment firm Trian Management LP is heating up ahead of the company’s annual shareholder meeting.
Earlier in January Trian went public with its fight for a seat on the board, taking issue with Disney’s $71 billion acquisition of Fox in 2019, board missteps in the succession planning process and losses for shareholders.
On Thursday, Trian said in a filing that Disney shareholders should vote to remove Michael Froman from the board and replace him with Nelson Peltz.
“Trian Group believes Mr. Froman has no experience as a public company director outside of Disney,” the firm said in a statement Thursday. “In contrast, Nelson Peltz has served on numerous public company boards over the last several years.”
Trian is arguing that Disney shareholders have lost out in value over the years due to “weak corporate governance.” The firm said Disney lost more than $120 billion of its market value in 2022, earnings per share has declined 50% since 2018 and pointed to Disney eliminating its dividend in 2020.
Trian said it holds about 9.4 million shares valued at approximately $1 billion, which it accumulated months ago.
A Disney spokesperson didn’t immediately respond to comment on Thursday.
Last month, Disney shot back at Trian, defending CEO Bob Iger’s past acquisitions. The company also said Peltz didn’t have an understanding of Disney’s business and lacked the skills to drive shareholder value while presenting no strategy. Disney said its board was where it needed to be.
“Peltz has no track record in large cap media or tech, no solutions to offer for the evolving media landscape,” Disney said in an investor presentation released Tuesday.
In a move to preempt and oppose Trian in January, Disney said Mark Parker, the executive chairman of Nike, would become the new chairman of the board.
Froman, the vice chairman and president of strategic growth at Mastercard, has served as a director on the board since 2018. He also served as U.S. Trade Representative under then-President Barack Obama.
Few members of Disney’s board have media experience outside of the Mouse House.