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Thursday, Jun 13, 2024

Disney Dodges a Proxy Battle

He may have given up the proxy fight, but Nelson Peltz clearly got most of what he wanted out of The Walk Disney Co.

Disney’s direct-to-consumer services — that is, streaming — are trending in the right direction. A reorganization of L.A. County’s biggest company presumably sets up Disney’s myriad operations to be more successful. To help achieve billions in reduced expenses, thousands of jobs will be eliminated this year. The shareholder dividend is probably coming back.

Peltz, who was staging a proxy fight to improve Disney’s operations and profitability, gave up last week, saying his objections had been heard and acted on by Disney’s board.

And now, shareholders won’t have to vote on whether to put an activist shareholder on the board at their annual meeting on April 3, when the 11-member board of directors is essentially assured it will return in its current iteration.

“Now it’s about execution and ensuring best in class corporate governance going forward,” Peltz’s investment firm, Trian Partners, said in a statement. “We will be watching and rooting for the company’s success.”

Who won?

Peltz, an 80-year-old billionaire, is publicly feeling vindicated for his weekslong effort to be a thorn in Disney’s side. At the same time, Disney’s final salvo in the fight, via CEO Bob Iger’s quarterly earnings conference call last week, backed up the board’s assertion that they didn’t need Peltz at the table.

As far as who won, “I think it’s a lot of both,” said Sahak Manuelian, managing director and head of equity trading for Wedbush Securities in Los Angeles. “Bob Iger can certainly pound his chest and say, ‘Yeah, I’ve got this.’ On the flip side, Peltz is like, ‘I just made a lot of money, very quickly, and I was right, see? This guy’s going to do a lot of stuff I wanted to.’ I think they both came out looking good, to be honest. It’s a win-win.”

Thanks to a better-than-expected first quarter, Peltz’s 9.4 million shares in Disney — around one-half of 1% — are now valued at more than $1 billion. Company sales increased 8% to $23.5 billion, and the company posted a profit of $1.28 billion, up from $1.1 billion the year prior.

Not bad two months out from Iger’s dramatic return, after the board suddenly forced out his handpicked successor, Bob Chapek, following months of missteps and stumbling.

“I think what probably cemented much of Peltz’s decision is that Bob Iger did come back to run the company,” Manuelian observed. “This guy was certainly a hero. Ever since Eisner left and Iger has been there, Disney has been a rockstar.”

While running his proxy campaign to attain a seat at Disney’s board, Peltz didn’t mince words.

In a letter to Disney’s board and a presentation made to the company, Peltz contended that Disney vastly overpaid for its acquisition of competitor 21st Century Fox, for which it shelled out more than $52 billion in 2019. He was similarly critical of Disney’s attempt to purchase U.K.-based Sky News in 2018, for which it unsuccessfully bid 34 billion British pounds.

Additionally, Peltz derisively highlighted that Disney’s share price compares with competitors who have “vastly inferior assets and (intellectual property)” despite the cultural endurance of Disney’s marquee products.

And perhaps most obvious of all, Peltz took aim at Disney’s “longstanding issues with CEO succession,” an affliction punctuated by the board’s surprise rehiring of Iger — who himself had repeatedly delayed his own retirement — in November.

“Tensions between activist investors and boards usually arise when there are conflicting perspectives on how a company should be managed,” said Cole Short, an assistant professor of strategy at Pepperdine Graziadio Business School. “Peltz’s proposals

(pointed) to evidence relating to Disney’s historical financial performance as well as how he envisions creating value for company shareholders.”

Those proposals included trimming unnecessary and redundant costs, reorienting Disney’s streaming philosophy and an “orderly deleveraging,” which if considered alongside his vocal disdain for the 21st Century Fox purchase, at least implied a consideration of selling some assets.

Looking forwardIger mostly responded in kind.

Right out of the gate, he announced in last week’s conference call that Disney would shave $5.5 billion in expenses for the remainder of the fiscal year. He followed this with the commensurate announcement that 7,000 jobs — around 3% of Disney’s workforce — would also be eliminated.

To hone focus of the company’s entertainment streaming, those three services — Disney+, Hulu and India’s Disney+ Hotstar — will now operate under the same leadership as Disney’s entertainment and media production. Meanwhile, ESPN and its streaming platform will operate under its own separate entity and the company’s various parks — which drove most of Disney’s profit last quarter — will be the third entity.

“This is a moment of great opportunity for The Walt Disney Co., as we recommit to our historic 100-year legacy of unrivaled creativity and a future of sustained growth and profitability,” Disney’s board said in a statement. “We are pleased that our board and management can remain focused without the distraction of a proxy contest, and we have tremendous faith in Bob Iger’s leadership and the transformative vision for Disney’s future he set forth (last week).”

Disney remains cautiously optimistic about its streaming platforms, which operated at a $1.1 billion loss but improved by around $400 million last quarter. And although Disney+ Hotstar lost 3.8 million subscribers in India, the standard Disney+ service added 1.4 subscribers in the United States and other markets, while Hulu and ESPN+ also posted modest growth.

Last week’s announcement included a projection that streaming would be profitable by 2024.

“The executive team’s recent announcement brings added clarity amid a dynamic time for Disney.,” Short said. “Given how Peltz has ended the proxy fight, reacting positively to Disney’s announced changes, it appears that the firm is enacting changes that speak to the heart of his concern — to point the firm in a direction that may deliver long-term, sustainable value for shareholders.

“Having said this,” he added, “layoffs carry real consequences for employees and their families. Even in the name of strategic effectiveness, layoffs should be a last resort. Near-term pressures, such as recent financial underperformance and activist campaigns, can pressure executive teams to focus on immediate, rather than long-term, returns.”

In the immediate wake of the earnings report, Trian issued a simple statement: “We are pleased that Disney is listening.” The morning after, Peltz himself told CNBC’s Jim Cramer, “Now Disney plans to do everything we wanted them to do.”

Reading between the lines, Manuelian speculated that Peltz “probably recognized that it’s a tough, uphill fight” to go after a company like Disney, especially after a quarter that exceeded expectations and an ambitious plan that was proposed for the year.

“The stock’s had a tremendous rebound since the beginning of the year and I think investors are feeling better about Bob Iger being back,” he said. “I think Peltz has stepped back to think about his options and consider how much money he’s made since purchasing his stake.

“Iger comes out looking like the hero he was perceived to be,” Manuelian added. “Peltz ain’t doing so bad himself.”

Hannah Madans Welk
Hannah Madans Welk
Hannah Madans Welk is a managing editor at the Los Angeles Business Journal and the San Fernando Valley Business Journal. She previously covered real estate for the Los Angeles Business Journal. She has done work with publications including The Orange County Register, The Real Deal and doityourself.com.

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