Nelson Peltz increases Disney stake, reignites potential proxy battle

A proxy battle between Nelson Peltz and Disney is brewing for the second time this year.

Peltz’s activist firm, Trian Fund Management, has increased its stake in Disney to about 30 million shares, valued at roughly $2.5 billion, according to people familiar with the matter. The stake makes Trian one of the largest shareholders in Disney.

The move comes less than a year after Peltz dropped his initial proxy fight with Disney, and days after the company’s stock reached a 52-week-low.

The firm plans to push for multiple seats on the board this time, including one for Peltz, the people said. Earlier this year, the firm sought only a spot for Peltz.

The nomination window for new board members opens on Dec. 5 and runs until Jan. 4, according to public filings. If Disney rejects Trian’s proposal, the firm could nominate directors during the open window to be voted on at the company’s annual meeting in spring 2024.

A Disney representative didn’t immediately respond to a request for comment.

It’s been nearly a year since Bob Iger returned as Disney’s CEO. The company has struggled to make its streaming unit profitable and has announced other initiatives to turn around its business.

Iger has opened the door to selling some of Disney’s assets, particularly its TV networks business. He has also considered looking for an investor in sports channel ESPN.

“After coming back, I realized the company is facing a lot of challenges, some of them self-inflicted,” Iger told CNBC’s David Faber in July.

Iger managed to ward off Peltz in February after the company unveiled a vast restructuring plan that included cost cuts and 7,000 layoffs. Disney said it would slash $5.5 billion in costs, consisting of $3 billion from content, excluding sports, and another $2.5 billion from non-content costs.

When Trian launched its proxy fight in January, the firm had owned about 9.4 million shares valued at roughly $900 million. Peltz had criticized Disney’s $71 billion acquisition of Fox in 2019, its failed succession planning and what he called “weak corporate governance” over the years that has depleted shareholder value.

It’s unclear if Trian has any specific operational ideas for Disney that Iger hasn’t already proposed or has privately rejected. Trian released a slide presentation in January showcasing Disney’s stock underperformance and the activist fund’s own track record of improving corporate valuation.

The fund spent several slides noting how Disney’s acquisition of the majority of 21st Century Fox’s assets has failed to generate a return for shareholders.

Trian also focused on Disney’s inability to find a successor for Iger. The Disney board and Iger have been vetting succession candidates since Iger returned to the CEO job in November, according to people familiar with the matter, and have targeted early 2025 as a logical time to set up that transition.

In July, Disney extended Iger’s contract by another two years to 2026. The succession process has remained a key issue for the company and its leader. Iger returned to Disney following a fallout with Bob Chapek, has handpicked successor.