DIS Shareholders and Stock Info ONLY

[wabbott]

https://deadline.com/2024/04/steven...er-bros-discovery-board-doj-probe-1235873233/

Steven O. Newhouse, Steven A. Miron Resign From Warner Bros. Discovery Board Amid DOJ Probe

By Jill Goldsmith - Co-Business Editor
April 1, 2024 - 1:26pm PDT

Warner Bros. Discovery said today that directors Steven A. Miron and Steven O. Newhouse, both of have both notified the board that they have resigned after the U.S. Department of Justice informed them that it was investigating whether their service on the company’s board of directors violated Section 8 of the Clayton Antitrust Act.

That section prohibits directors and officers from serving simultaneously on the boards of competitors, subject to limited exceptions.

Newhouse is co-president of Advance, Miron is CEO of Advance/Newhouse Partnership, both privately held. The Newhouse family owns about 8% of WBD stock through its previous holding in Discovery.

“Miron and Newhouse informed WBD that, without admitting any violation, and in light of the changing dynamics of competition in the entertainment industry, they elected to resign rather than to contest the matter,” the company said.

The terms of both were to expire in March of 2025.

Miron was a member of the board’s Compensation Committee. Newhouse was a
member of the Nominating and Corporate Governance Committee.

The resignations were not the result of any disagreement with the Company on any matter relating to the WBD’s “operation, policies or practices,” the company said in an SEC filing today.

It said the board simultaneously adopted a resolution to reduce its size to eleven directors.

Miron and Newhouse were each appointed to the WBD Board effective upon the closing of the merger between Discovery and WarnerMedia on April 8, 2022, and served as Class III directors. Both were originally named by Discovery as two of the company’s six designees to the WBD board.

Miron is chief executive officer of Advance/Newhouse Partnership, a privately held media company, and a senior executive officer at Advance, a private, family-held business that owns and invests in a broad range of media and technology companies. He served as a Discovery director from 2008-2022..

Newhouse is co-president of Advance. He previously served as a board observer at Discovery from 2008-2022, and was on the WBD Nomination and Corporate Governance Committee.

“On behalf of our Board and WBD’s leadership team, I want to thank Steve Miron and Steven Newhouse for their extraordinary service and longstanding commitment to Discovery and Warner Bros. Discovery,” said WBD CEO David Zaslav.

“Both Steve and Steven have been a great source of wise counsel and tremendous industry insight over the years, and they played an integral role in getting this new company up and running and on a path to long-term growth. We are enormously grateful for their steadfast support and wish them the very best.”

Samuel A. Di Piazza, Jr., chair of the Board of WBD said: “On behalf of the entire WBD Board of Directors, I would like to express my gratitude to Steve Miron and Steven Newhouse for their service on behalf of WBD’s stockholders and their many contributions to the deliberations and work of the Board. We will miss having them as colleagues in the Board room and wish them all the best in their future endeavors.”

Said Steven Newhouse: “From our investment in the Discovery Channel in the earliest days of cable, through Bob Miron’s service as Discovery’s Board Chair and Steve and my service on this board, and with the enormous efforts of John Malone and David Zaslav, we are proud to have played a role in the building of this great company and remain a large stockholder. We are disappointed to leave the Board, but wish to do the right thing for WBD.”

 

[bdrex28]

How Dana Walden could defy critics and become Disney's first female CEO​

https://www.cnbc.com/2024/04/01/disney-ceo-race-dana-walden-could-defy-critics-and-make-history.html

I still like D'Amaro. I'm not sure how he'd be "Business" wise but the man has been Disney for a LONG time and he's often out and about in the park.

 

[OKW Lover]

I still like D'Amaro. I'm not sure how he'd be "Business" wise but the man has been Disney for a LONG time and he's often out and about in the park.

I like Josh too. But I don't think he has the breath of experience needed yet. He's pretty much just a parks guy. He would need exposure/expertise in the rest of the company both strategically and financially.

 

[irlandaise]

Disney CEO Bob Iger, Nelson Peltz enter final days of proxy fight — here's what to know​

Disney (DIS) activist investor Nelson Peltz has fought for a board shake-up at the company for months. Investors will soon find out if he won.

Full story here:

https://finance.yahoo.com/news/disn...roxy-fight--heres-what-to-know-213808324.html

 

[Jwaire]

My prediction: Walden gets CEO. D'Amaro gets President. There's about 10 years difference in age between the two, she leaves in 10 years and he takes over the entire thing.

I worry about Parks if D'Amaro leaves. We don't want Jeff Vahle as Parks Chair.

 

[bdrex28]

I like Josh too. But I don't think he has the breath of experience needed yet. He's pretty much just a parks guy. He would need exposure/expertise in the rest of the company both strategically and financially.

That's a huge reason I don't think Walden gets it. She's not very diverse in her experience plus her Disney experience isn't massive.

 

[RivShore]

I said a long time ago on here that they should consider co-CEO's, one overseeing Parks and merchandise (could be Josh) and one overseeing TV and movies (could be Walden). One based in Hollywood and one based in FL, closer to where their biggest and most important property is (I still think Reedy Creek would still be Reedy Creek if they had leadership sitting in FL full time).

 

[RivShore]

Disney Winning Proxy Fight Against Trian With More Than Half of Votes Cast -- Update​

Today 7:42 PM ET (Dow Jones)Print

By Lauren Thomas and Robbie Whelan

Walt Disney has pulled ahead in its proxy battle against Nelson Peltz's Trian Partners with more than half of all shares voted, according to people familiar with the matter.

BlackRock, Disney's second-largest shareholder, is among the major investors backing Disney, the people said. The money manager owns around 78 million Disney shares, giving it a 4.2% stake worth around $9.5 billion, according to FactSet.

Its backing is a major coup for Disney CEO Bob Iger, who is trying to fend off Trian's attempt to get two seats on the company's board while it is in the middle of a dramatic turnaround attempt.

T. Rowe Price, the Baltimore-based money manager, said Monday it also plans to support Disney. It owns about 9.3 million Disney shares, or about 0.5% of the total.

There are no guarantees Disney will remain ahead, given that investors are still casting votes and can change them through the annual meeting Wednesday.

Trian is aiming to get seats on the board for Peltz and former Disney finance chief Jay Rasulo. Just days ago, Peltz was leading the race to replace Disney director Maria Elena Lagomasino with about 20% of shares voted, but Rasulo was trailing.

The hedge fund has support from investors including Neuberger Berman, which voiced frustration over Disney's handling of succession, and the California Public Employees' Retirement System, the nation's largest pension fund.

The proxy battle is expected to be the most expensive of all time -- topping Trian's 2017 clash with Procter & Gamble -- as both sides spend millions courting shareholders. Another activist, Blackwells Capital, is also jostling for board seats, but gaining little traction.

Iger and his investor relations team, along with several current directors, have been crisscrossing the country in recent weeks suggesting to major shareholders that letting Peltz join the board would be disruptive and counterproductive.

Peltz and his team at Trian, meanwhile, have argued that the Disney board has failed to deliver strong returns to investors and needs help running an orderly CEO succession process after a botched handoff in 2020.

Trian controls about 32.3 million shares, or 1.8% of the total. The fund has been working alongside Ike Perlmutter, the former Marvel Entertainment chairman who is one of Disney's largest individual shareholders and who gave Trian the right to vote his more than 25 million shares.

The campaign has proved a closer contest than many on Wall Street initially expected. The two major shareholder-advisory firms split their recommendations, with Institutional Shareholder Services advising shareholders to back Peltz and all but one of Disney's nominees and Glass Lewis endorsing all of Disney's slate.

Disney received support from several big-name investors, including "Star Wars" creator George Lucas, Laurene Powell Jobs, the widow of Apple founder Steve Jobs, and the grandchildren of company founders Walt and Roy Disney.

While individual investors hold an outsize portion of Disney shares and are expected to play a big role, the fate of the proxy battle lies heavily in the hands of just a handful of large shareholders. They include money-management firms Vanguard, BlackRock and State Street, which together own more than 16% of the company's shares.

Write to Lauren Thomas at lauren.thomas@wsj.com and Robbie Whelan at robbie.whelan@wsj.com

 

[RivShore]

The speculation is in overdrive this week...as expected.

https://nypost.com/2024/04/01/media/hollywood-skeptical-disney-ceo-bob-iger-will-step-down-in-2026/


Hollywood is skeptical that Disney CEO Bob Iger will step down in 2026 as successor search continues

Alexandra Steigrad

The search for Disney’s next CEO has become a chaotic mess as activist investors push for seats on the company’s board — and Hollywood insiders are skeptical that any of the top contenders will be ready when Bob Iger is slated to step down in 2026.

The Mouse House is hoping to fend off billionaire Nelson Peltz and his firm Trian Fund Management, who are demanding two board seats in a fierce proxy battle that will come to a head at the company’s annual shareholder meeting on Wednesday.

The heat is on to get the plan right this time — and Disney’s murky succession plan is playing into the hands of the activists: Critics note that Iger returned as Disney’s CEO in late 2022 in order to undo the damage from the two-year, volatile tenure Bob Chapek — his own, handpicked successor.

Disney is in the middle of a chaotic search for its new CEO in 2026 — although some believe Bob Iger will stay with the company.
Disney is in the middle of a chaotic search for its new CEO in 2026 — although some believe Bob Iger will stay with the company.

Bob Iger in a suit arriving at the 2024 Oscars Nominees Luncheon Red Carpet at The Beverly Hilton Hotel in Beverly Hills, CA
The heat is on for Disney to pick a successor for CEO Bob Iger, who is slated to step down in 2026. Los Angeles Times via Getty Images

Sources point out that one frontrunner in the race, Dana Walden, the company’s highly respected head of TV, would be the first female CEO of Disney in its 100-year history — giving the move a feeling of turning the page on the Iger era.

“Dana [Walden] is a real player,” said a studio exec, who praised the TV boss’ relationships with talent, and called her a leading contender.

“She would be the most Hollywood and entertainment-industry friendly,” chimed in another source close to Walden. “She is a deep state Hollywood insider, born and raised in Studio City, vacations with other TV moguls.”

Nevertheless, the 59-year-old, former CEO of Fox Television Group also has “very few qualifications to run a global, 250,000-employee business with complex financial, strategic and geopolitical challenges,” the source added.

Indeed, some insiders are candidly hoping that 73-year-old Iger extends his contract one more time before hanging up his Mouse ears for good. Reps for Disney, Iger and Walden did not comment.

Dana Walden, Disney Entertainment Co-Chair, smiling at the camera at the Walt Disney Company Emmy Awards party in Los Angeles, California
Dana Walden, the TV boss, is the frontrunner for Iger’s job, but sources said she isn’t ready to run a multi-dimensional business. FilmMagic

“It wouldn’t surprise me if he stays,” the Disney source said of Iger. “He is ageless and there aren’t many internal successors who are ready.”

However, a source close to Disney pointed out that Walden’s experience is similar to what Iger’s was before he was named CEO.

In addition to Walden, the company is reportedly considering three other internal candidates — ESPN’s Jimmy Pitaro, theme parks boss Josh D’Amaro and film head Alan Bergman — to elevate to the role of president or chief operating officer, Bloomberg reported earlier this month.

Iger plans to name a successor and help train them before departing in two years, CNBC reported on Monday. But a former Disney exec said the move is “classic Disney” and that it doesn’t necessarily mean that any of the four will clinch the top job — or that Iger won’t extend his deal for another term.

“It’s the Disney succession playbook. [Former CEO Michael] Eisner made Iger president and COO. Iger made [chief financial officer Tom] Staggs COO and then dumped him,” the source said, adding that it would give the promoted exec “time to be tutored and tested, and jettisoned if necessary.”

Nelson Peltz, founding partner of Trian Fund Management LP, speaking at the WSJD Live conference in Laguna Beach, California in 2016
Activist investor Nelson Peltz and Trian Fund Management are pushing for two board seats, in order to weigh in on the company’s CEO succession planning. REUTERS

Insiders say Staggs also has reemerged as a potential successor, as has his partner at media firm Candle Media, Kevin Mayer, who helmed Disney’s streaming business. Mayer also was passed over for Iger’s job in favor of Chapek. Mayer left Disney shortly after.

Two sources close to Iger told The Post that the exec is adamant about retiring in 2026 — but both added that the sentiment sounds all too familiar. Iger initially planned to retire in 2015, but he renewed his contract four times before handing the reins to Chapek.

“It’s really hard to tell what Bob thinks. He’s a very disciplined corporate player,” a source with knowledge told The Post. “This last time around was something he felt he had to do because he f–ked up the succession the first time around.”

The lawsuit cites former Disney CEO Bob Chapek in particular for allegedly deliberately misleading shareholders about the high costs related to its streaming division.
Iger handpicked Bob Chapek as his successor in 2020. But Chapeak’s run as CEO was volatile and he was pushed out two years later when Iger retook the helm. REUTERS

“He says, ‘I want out. I’m tired. It’s miserable, it’s no fun,’” the source continued. “Maybe. Or maybe he wants to stay forever? I don’t know because he’s said that to me before. He said ‘I want to get out but then he stayed.’”

Iger’s wife, Willow Bay, who is the dean of University of Southern California’s Annenberg School for Communication and Journalism, just renewed her five-year deal, and Iger isn’t great at enjoying his free time for very long, a source said. In the end, most believe that no one can do the job like Iger can — and that anyone who tries will probably fail.

“It’s like trying to follow Michael Jordan,” a source said.

Sources pointed to D’Amaro as a strong contender because of his essential experience running Disney’s all-important parks, experiences and products business.

Thomas O. Staggs, Chairman of Walt Disney World Parks & Resorts, speaking at the ribbon-cutting ceremony for the New Fantasyland in Lake Buena Vista, Florida
Former Disney exec Tom Staggs was elevated to COO in a move that many saw as a trial-run to take over as CEO. Iger passed over Staggs, and renewed his contract instead. REUTERS

“The first time around, it was a parks guy,” a Disney insider said, referring to Chapek. “It didn’t work out too well but that doesn’t mean that parks guys as a group are horrible executives and can’t run the Walt Disney company.”

The “well-liked, friendly exec” may have deep “operational experience” but he has little creative experience, a second Disney source said.

“He’s Chapek 2.0,” the source deadpanned. “He doesn’t know Hollywood or the entertainment and sports businesses which make up more than two-thirds of the company.”

The source close to Disney disputed that D’Amaro lacked creative experience, noting his work with the Disney Imagineering program.

Bergman, the company’s CFO, also could have trouble being viewed as a credible candidate, with insiders calling him a “bean counter” who is “not well liked or at all creative.”

Josh D’Amaro, the head of Disney’s parks business, is seen by some as a strong contender for Iger’s job. Getty Images for SXSW

Pitaro, on the other hand, has been successful running three segments of the company, digital, consumer products and now ESPN. Despite his broad range of senior leadership experience, as well as his acumen for working with talent and sealing big deals, he “isn’t seen as a visionary or a big picture strategist,” the source said.

“I think he is pigeonholed as a sports guy and I don’t think he’s seen as Disney CEO material – whatever that means,” the source said.

Ahead of Wednesday’s big meeting, Trian has been lobbying for Peltz and former Disney chief financial officer Jay Rasulo to grab board seats and play an active role in picking the Mouse House’s next CEO.

Sources close to Trian told The Post that Disney’s board hasn’t changed from when Chapek was selected as CEO. They added that the special committee that is overseeing the succession planning needs to spend “quality time” with the four candidates.

ESPN boss Jimmy Pitaro arguably has the most experience to run Disney but a source said he isn’t viewed internally as a serious contender. AP

“These things take time. Having Nelson and Jay be part of the process would ensure that the internal candidates are vetted,” a source close to Trian said, noting that the process should be open to external candidates, too.

Trian declined to comment.

Influential proxy advisory service ISS has backed Trian, citing “strategic missteps” leading up to Disney’s prior botched CEO transition, adding that Peltz’s “considerable experience” on other boards would be beneficial.

Proxy advisors Egan-Jones and Glass Lewis have also backed Trian, while Iger and Disney have received public backing from George Lucas, Laurene Powell Jobs and several members of the Disney family.

The chaotic succession race has become one of the central issues in the bitter proxy battle, which will come to an end this week. AP

They are confident that Iger and the Disney board will avoid picking another Chapek, who bungled the company’s response to Gov. Ron DeSantis’ so-called “Don’t Say Gay” legislation, botched negotiations with Hollywood star Scarlett Johansson and hiked prices to high at Disney’s theme parks.

Whatever gets decided on Wednesday, the stakes are high not only for Disney, but for Hollywood in general, according to well-placed sources.

“Disney is really important to us as an industry,” said a CEO at a rival media company. “An industry is like a river. When things are going well for an industry, the current is with you. As much as we are competitors, we need the industry to get its act together.”

These larger factors also could keep Iger at the helm of Disney for years to come, the source added.

“I think he will stay,” the exec said with a smile.

 

[The Jackal]

I like Josh too. But I don't think he has the breath of experience needed yet. He's pretty much just a parks guy. He would need exposure/expertise in the rest of the company both strategically and financially.

Right now the parks make all the money, the rest of the business is losing money. Can it get any worse than it already is? I don’t think Josh would make any worse decisions than have already been made.

 

[Jwaire]

Right now the parks make all the money, the rest of the business is losing money. Can it get any worse than it already is? I don’t think Josh would make any worse decisions than have already been made.

He's not a creative. Disney has only had one successful CEO that wasn't a creative and that was Roy O. Disney. Ron Miller and Bob Chapek were the other two and it didn't go so well.

Iger, Eisner, Walker and even Tatum all had studio or television experience.

 

[OKW Lover]

Right now the parks make all the money, the rest of the business is losing money. Can it get any worse than it already is? I don’t think Josh would make any worse decisions than have already been made.

Sorry, but I disagree with this line of reasoning. It shouldn't be a matter of not making any worse decisions. It should really matter that they had the capability to make better decisions. That seems to require a background in that line of business.

 

[Jwaire]

Right now the parks make all the money, the rest of the business is losing money. Can it get any worse than it already is? I don’t think Josh would make any worse decisions than have already been made.

That's not true either. All segments of TWDC were profitable in Q1 2024 except Sports.

Sports was not profitable because of Star India, which they are desperately trying to dump/merge with partners.

Parks just has the momentum (partly due to higher prices, cost cutting like entertainment and guest services and a lack of serious investment at least domestically).

 

[RivShore]

This is pretty wild, Trian tracked this guy down after he posted on Linkedin about not getting any good answers from the their proxy call center. They had a 45 minute call with him. I, thankfully only got one call from Trian, none from Disney.

https://www.cnbc.com/video/2024/04/...oundboard-governance-president-doug-chia.html

 

[Jwaire]

Dana Walden Says ABC Passed on Pilots for Not Being Inclusive Enough​

During a panel that included Amazon Studios chief Jennifer Salke, Walden revealed that "for the first time," the network received "some incredibly well-written scripts that did not satisfy our standards in terms of inclusion."

Last fall, ABC unveiled a set of inclusion standards as a path toward more diverse representation both onscreen and behind the scenes on network shows. For onscreen representation, the guidelines called for 50 percent or more of regular and recurring characters to come from underrepresented groups and the same percentage for the actors who play those parts.

Walt Disney Television chairman of entertainment Dana Walden referenced the standards April 9 during a panel discussion put on by Chapman University and Glamour, and she revealed that the latest crop of pilots received by the network failed to make the grade. “I will tell you for the first time we received some incredibly well-written scripts that did not satisfy our standards in terms of inclusion, and we passed on them,” Walden explained to moderator Janice Min, now a contributing editor at Time and formerly co-president of The Hollywood Reporter.

Walden cited an example of receiving a script centered on a white family with the assumption that the diversity would come with the neighbors. “Pass,” she said. “That’s not going to get on the air anymore because that’s not what our audience wants. That’s not a reflection of our audience, and I feel good about the direction we’re moving.”

Walden said they’re about to announce at the top of next month a new BIPOC programming initiative at Hulu that’s going to be run by Tara Duncan, the current president of Freeform. “It is programming that is by BIPOC storytellers, for BIPOC audiences, curated by executives of color, high-level leaders inside of our organization.

https://www.hollywoodreporter.com/t...ilots-for-not-being-inclusive-enough-4165849/

 

[RivShore]

Dana Walden Says ABC Passed on Pilots for Not Being Inclusive Enough​

During a panel that included Amazon Studios chief Jennifer Salke, Walden revealed that "for the first time," the network received "some incredibly well-written scripts that did not satisfy our standards in terms of inclusion."

Last fall, ABC unveiled a set of inclusion standards as a path toward more diverse representation both onscreen and behind the scenes on network shows. For onscreen representation, the guidelines called for 50 percent or more of regular and recurring characters to come from underrepresented groups and the same percentage for the actors who play those parts.

Walt Disney Television chairman of entertainment Dana Walden referenced the standards April 9 during a panel discussion put on by Chapman University and Glamour, and she revealed that the latest crop of pilots received by the network failed to make the grade. “I will tell you for the first time we received some incredibly well-written scripts that did not satisfy our standards in terms of inclusion, and we passed on them,” Walden explained to moderator Janice Min, now a contributing editor at Time and formerly co-president of The Hollywood Reporter.

Walden cited an example of receiving a script centered on a white family with the assumption that the diversity would come with the neighbors. “Pass,” she said. “That’s not going to get on the air anymore because that’s not what our audience wants. That’s not a reflection of our audience, and I feel good about the direction we’re moving.”

Walden said they’re about to announce at the top of next month a new BIPOC programming initiative at Hulu that’s going to be run by Tara Duncan, the current president of Freeform. “It is programming that is by BIPOC storytellers, for BIPOC audiences, curated by executives of color, high-level leaders inside of our organization.

https://www.hollywoodreporter.com/t...ilots-for-not-being-inclusive-enough-4165849/

If your doing stuff like this, you need to clearly explain to your shareholders how it is in their and the company's best interest, using real data. Clearly show how passing on "well written scripts" will actually lead to shows with higher viewership and stronger revenues. Until you do that, you will be continually questioned about it, upsetting half, or more, of your shareholder base and losing audiences that may have enjoyed those shows they killed.

 

[BrianL]

If your doing stuff like this, you need to clearly explain to your shareholders how it is in their and the company's best interest, using real data. Clearly show how passing on "well written scripts" will actually lead to shows with higher viewership and stronger revenues. Until you do that, you will be continually questioned about it, upsetting half, or more, of your shareholder base and losing audiences that may have enjoyed those shows they killed.

What I can't understand is why those well-written scripts couldn't be flexible with the casting? I mean, do the neighbors have to be the same race as the main family? That seems like the kind of thing that is easily adjusted.

 

[RivShore]

What I can't understand is why those well-written scripts couldn't be flexible with the casting? I mean, do the neighbors have to be the same race as the main family? That seems like the kind of thing that is easily adjusted.

You would think! Why does a good script go right in the round file cabinet instead of working with it to widen its audience?

Though, per the article, changing the neighbors were not enough. It just all seems that their guidelines are too unbending and to shareholders, it just seems like they are letting good stuff go to the competition.

 

[Elijah Abrams]

https://www.latimes.com/entertainme...eys-future-a-referendum-bob-iger-nelson-peltz

Disney’s biggest shareholder fight in 20 years will shape the company’s future​

BY MEG JAMES SENIOR ENTERTAINMENT WRITER
APRIL 2, 2024 3 AM PT

Walt Disney Co.’s biggest boardroom showdown in 20 years culminates this week with an election that has already reverberated throughout the Burbank entertainment giant.

Billionaire Nelson Peltz has waged a nearly six-month battle for a seat on Disney’s board of directors. A smaller activist group, Blackwells Capital, joined the fray with three other candidates. Disney has offered its own slate of 12 nominees, including two new board members.

On the surface, the opposition campaigns do not threaten the standing of Disney Chief Executive Bob Iger, whose reelection to the board is uncontested. But Wednesday’s vote has turned into a contentious referendum on the celebrated CEO, who has struggled to tame the enormous problems that prompted his return in late 2022.

If Disney prevails, and its nominees are elected, Iger should have a clear runway to carry out his turnaround plan for the century-old company before his planned retirement in 2½ years. However, the dynamics could be strained should Peltz — the founder and CEO of Trian Fund Management — and his running mate, former Disney executive Jay Rasulo, join the board.

Could history repeat itself? The dissension contains echoes of 2004, when then-CEO Michael Eisner publicly feuded with high-profile members of the Disney family to stay in power. Eisner survived the vote, but not unscathed. He relinquished his chairman role and left the company the following year to make way for Iger.

This year’s campaign has turned bitter and personal: Peltz has accused Disney of engaging in “stupid” behavior. The company’s financial performance has deteriorated, its stock has underperformed and its directors have not looked out for shareholders, Trian said.

“Despite its many advantages, Disney has lost its way,” Trian said in its letter to shareholders.

The rub has been Disney’s subpar stock performance over the last decade, uneven box-office results and a botched succession plan.

Iger handed the reins to his hand-picked successor Bob Chapek in 2020, but he soon stumbled, prompting the board to bring back Iger less than a year after the longtime chief left the board.

“Iger is not the only person on Earth who could run that company successfully,” said Charles Elson, a former director at the Weinberg Center for Corporate Governance at the University of Delaware. “This board seems to be too CEO-centric ... Having someone else come in from the outside is really not a bad thing.”

Wednesday’s shareholders meeting, which will be held virtually, is expected to be a stark departure from the lovefest of a few years ago when Disney largely celebrated the prowess of the Mouse House, which towered over the rest of the industry.

Disney has not fully recovered from COVID-19pandemic shut-downs, which dealt a devastating blow. And some of Disney’s problems can be traced to decisions made years earlier, including its attempt to quickly pivot to streaming and purchase much of Rupert Murdoch’s entertainment assets. That 2019 acquisition left Disney deeply in debt.

The linear television business, including ESPN, has declined at a faster-than-expected rate, eroding a key profit center. Major movies, including “The Marvels” and “Indiana Jones and the Dial of Destiny” were big disappointments. “Haunted Mansion” was a flop.

“There’s definitely a bit of fatigue coming from the audience out there,” said Brian Mulberry, a portfolio manager at Zacks Investment Management. “We just haven’t really seen a whole lot of new and attractive coming from Disney.”

Iger has since acknowledged that Disney’s studio “lost some focus,” and that the push for more movies, in some cases, led to diminished quality.

Another sore point among critics has been Disney’s promotion of social messages. The company also became ensnared in a two-year fight with Florida’s Gov. Ron DeSantis after protesting the Sunshine State’s so-called “Don’t Say Gay” law that restricts discussions about sexual orientation and gender identify in public schools.

Ratings company Egan-Jones last week threw its support to Peltz and Rasulo, blasting Disney for what it said was “the unnecessary and extremely dangerous entrance ... into the killing fields of the culture wars.”

Peltz, in an interview with the Financial Times, seemed to disparage Disney’s more diverse movie and casting choices, including the box-office bomb “The Marvels” and even the blockbuster “Black Panther,” reportedly asking: “Why do I need an all-Black cast?”

Mulberry, the Zacks portfolio manager, noted “there’s certainly a lot of value in having diverse opinions and diverse representation.”

“But if you create content that either lectures or scolds consumers about a particular point of view, well, that hasn’t worked,” Mulberry said. “You need to be a little bit more in tune with the audience.”

Late last year, at the New York Times Dealbook conference, Iger acknowledged the balancing act: “We have to entertain first. It’s not about messages,” he said.

Disney’s stock has underperformed the broader market during the last five years. But the Burbank company’s strong earnings report, released in February, turbocharged the stock. Disney shares have gained more than 30% this year, buttressing the company’s argument that Iger is getting things on the right track. Shares fell less than 1% on Monday to $121.53.

Peltz has become a polarizing presence. His Trian group holds more than $3.5 billion worth of Disney common stock, including shares owned by former Marvel Entertainment Chairman Isaac “Ike” Perlmutter, who was ousted from Disney last year amid layoffs that resulted in 7,000 jobs erased.

Trian is Disney’s seventh largest shareholder.

“Shareholders have suffered greatly, losing tens of billions of dollars in value,” Trian said on its Restore the Magic website. “We believe the root cause of Disney’s underperformance is a Board that lacks focus, alignment, and accountability.”

Should Peltz win his uphill battle for a coveted seat on Disney’s 12-person board, Iger will be under increased pressure to boost Disney’s profit and shareholder returns. In the past, Peltz has suggested selling off assets, which could include ESPN or the ABC television network.

Peltz has said he would work collaboratively with Iger and others on the board. His past involvement with other major companies shows a determination to make sure that his voice is heard.

Trian representatives declined to comment when asked whether the group was withholding support for Iger in addition to the two board members it has publicly targeted. Trian has asked investors to jettison current Disney board members Maria Elena Lagomasino, chief of WE Family Offices, which advises high-net-worth families; and Michael B.G. Froman, a former U.S. trade representative and president of the Council on Foreign Relations.

On Monday, his Trian issued a 19-page presentation lambasting Lagomasino’s record.

Disney has defended Lagomasino, saying she brings a “breadth of perspective and expertise” to the board, and fired back with its own presentation that features a startled Pinocchio with a jutting nose: “Pushing Back on Trian’s Fiction with Facts.”

Trian’s campaign has gained momentum.

Influential corporate proxy advisory firm Institutional Shareholder Services Inc.recommended that investors put Peltz on the board. Late last week, the California Public Employees Retirement System, one of the nation’s largest pension funds, chimed in, saying Disney’s board could benefit from “fresh eyes.” CalPERS, which is Disney’s 26th largest institutional investor, according to data firm FactSet, said it voted its nearly 7 million shares for Peltz and Rasulo.

Peltz’s previous corporate activism, and alliance with Perlmutter, has come under the spotlight. Peltz’s firm argues that the 11 Trian investments for which he joined the boards subsequently delivered 17% average annualized returns.

But Yale University management professor Jeffrey Sonnenfeld has blasted Peltz’s record in a Harvard Law School Forum article he co-wrote, saying a majority of companies whose boards he joined underperformed the market.

“Peltz has a long history of value destruction,” Sonnenfeld said.

The billionaire investor amassed a multimillion-dollar fortune by the 1980s through a number of leveraged buyouts financed by junk bonds sold by Michael Milken. His most celebrated deal was buying Snapple, the beverage company, from Quaker Oats for more than $300 million, and selling it a few years later for about $1 billion.

Peltz has mounted successful proxy contests with three other companies: Heinz in 2006, DuPont in 2015, and Procter & Gamble in 2017. He has been the chairman of Wendy’s board since 2007.

However, Disney and others said his election to the board could become too disruptive.

Blackwells has also been deeply critical, saying “Trian’s campaign prioritizes Mr. Peltz’s ego over what is best for all Disney shareholders.” The firm pointed to Peltz’s comments about diverse movie casts, saying they should “disqualify him from sitting on the Disney Board.”

The University of Delaware’s Elson scoffed at some of the criticism.

“To simply say, ‘he can’t come into this boardroom because his presence will be disruptive,’ hasn’t necessarily proven to be the case on other boards he served on,” Elson said. “The points he is making are valid.”

Another influential proxy advisement firm, Glass Lewis, rejected the Blackwells candidates along with Peltz and Rasulo, saying, “we struggle to see many of Trian’s intentions as representing a likely net gain for investors.”

In its recommendations, Institutional Shareholder Services split its endorsement, suggesting investors vote for Peltz but not Rasulo, saying his presence could bring “added friction to the board.”

A Goldman Sachs report last year found a mixed record of stock performance by companies that had become targets of activist investors. Shares initially climbed higher but most failed to generate substantially higher long-term returns, the report found.

Disney has been trying to appeal to large institutional shareholders, such as Vanguard, BlackRock and State Street, in addition to its legion of mom and pop investors, who adore all things Disney.

According to Factset, Disney’s shareholder base is about two-thirds large institutions and a third smaller investors.

In the closing weeks of the campaign, Disney has rolled out big names in support, including Laurene Powell Jobs, founder of the Emerson Collective ; JPMorgan Chase CEO Jamie Dimon; “Star Wars” creator George Lucas and the heirs of company founders Walt and Roy Disney, including Abigail Disney, Walt’s great-niece who previously has been critical of Iger’s compensation.

Eisner, the former CEO, also weighed in on social media platform X, formerly Twitter.

He mentioned a campaign 40 years ago, when “corporate raiders” tried to take over the company after more than a decade of struggles following co-founder Roy O. Disney’s death. That fall the board turned to Eisner and his longtime lieutenant, Frank Wells, to lead the company.

“Bringing in someone who doesn’t have experience in the company or the industry to disrupt Bob and his eventual successor is playing not only with fire but earthquakes and hurricanes as well,” Eisner wrote. “The company is now in excellent hands and Disney shareholders should vote for the Disney slate.”

 

[BrianL]

You would think! Why does a good script go right in the round file cabinet instead of working with it to widen its audience?

Though, per the article, changing the neighbors were not enough. It just all seems that their guidelines are too unbending and to shareholders, it just seems like they are letting good stuff go to the competition.

No, I think she was saying that she expected the neighbors to bring in that diversity, but they did not. I don't know if the writer didn't want to change it. Maybe there were no neighbor characters at all, though there usually are. I don't know - it doesn't seem that hard though - there are always many types of characters that can be used.