Disney criticises Nelson Peltz as it rejects activist board nominees

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Walt Disney blasted activist investor Nelson Peltz in a proxy filing on Tuesday, saying he had not “presented a single strategic idea” to the company during two years of campaigning for a seat on its board.

Peltz, co-founder of the Trian Partners hedge fund, is waging a proxy fight to gain board seats for himself and former Disney chief financial officer Jay Rasulo. Disney did not endorse either for election to the board. 

In its filing, Disney said Peltz and Isaac Perlmutter, a large shareholder in the company and former chair of Marvel Entertainment, had tried 24 times to win a seat on the board for Peltz. Trian and Peltz abandoned an earlier proxy contest in February last year.

The filing noted the “fraught history” between Perlmutter and Bob Iger, the Disney chair and chief executive officer who oversaw the company’s acquisition of Marvel in 2009.

Iger, who fired Perlmutter in 2023 after years of tension between the two men, asked Peltz in a November phone call if he knew Perlmutter’s “objective” in pursuing board changes. Peltz did not engage with Iger on the subject of Perlmutter’s motivations, the filing said.

Trian declined to comment on Disney’s preliminary proxy filing.

Perlmutter became a large Disney shareholder after selling Marvel to the company and has pledged his shares to Trian as it pursues its proxy battle. His stake is worth about $2.4bn, the Financial Times reported.

The secretive billionaire’s tenure at Disney was marked by controversy, including clashes with Iger and colleagues.

Disney noted in its filing that Perlmutter had been a “staunch supporter” of Rasulo, who had been chief financial officer of the company but resigned after he was passed over for the role of chief operating officer.

Perlmutter reportedly told Iger, “You broke my heart”, when he learned that Rasulo was not being considered as a potential successor to the chief executive. Rasulo left Disney in 2015 and has not held an executive role at a public company since.

Disney said its board cited Rasulo’s “close relationship” with Perlmutter as one of the reasons for not recommending him for election as a director, calling it a “significant concern”. 

“Perlmutter’s sponsorship of him as a CEO successor would likely inhibit Rasulo’s ability to work constructively with Iger and other executives at the company with whom Perlmutter had clashed,” the filing said.

In November, Disney named two new directors — former Morgan Stanley chair and chief executive James Gorman and Sir Jeremy Darroch, former group chief executive of Sky — to its board.

The company recently won the support of investor ValueAct Capital, but another activist firm, Blackwells Capital, said this month that it would put forward its own slate of nominees at the shareholder meeting.

Disney shares have fallen about 7 per cent in the past year.