Glass Lewis recommends Disney shareholders “WITHHOLD” on
the Trian Group and Blackwells nominees
Glass Lewis highlights Disney’s clear strategy, “measurable
shifts” in the trajectory of Disney’s business since Bob Iger’s
return, and strong recent additions to the Board among other
things
Disney’s Board of Directors urges shareholders vote the
WHITE proxy card for only
Disney’s 12 nominees and not the Trian Group or Blackwells
nominees
The Walt Disney Company (NYSE: DIS) announced that independent
proxy voting and corporate governance advisory firm Glass, Lewis
& Co. (Glass Lewis) today recommended shareholders vote the
WHITE proxy card in support of all of Disney’s 12 director nominees
(and no other nominees) at the Company’s Annual Meeting on April 3,
2024.
“We are pleased that Glass Lewis recognizes the strength of our
highly qualified nominees and supports our plans to return this
iconic company to a period of sustained growth and shareholder
value creation,” said Mark Parker, Chairman of The Walt Disney
Company Board of Directors. “In its recommendation, Glass Lewis
clearly identifies the strength of the diverse skillsets across our
Board nominees, the credibility of our succession planning process
and recent changes to the Board and compensation program and the
promise of our recent efforts to bolster growth and value creation
to position Disney for the future.”
In a report dated March 18, 2024, Glass Lewis noted the
following of Disney’s strategy and progress against key initiatives
designed to improve financial and operational performance:
- “…the Company is undertaking what we consider to be a credible
effort to shift key operational priorities under the leadership of
one of the most well-respected CEOs in the industry.”
- “While it remains too early to say with certainty that each of
those programs will prove successful, we believe it is similarly
too early to suggest there exists adequate cause for investors to
support alternate solicitations which may prove significantly less
accretive to Disney's trajectory, by comparison.”
- “…we consider the subsequent 15 months [since Iger’s return]
have provided management and an incrementally reconstituted board
with adequate opportunity to launch a more credible succession
program and develop, communicate and execute on several key
initiatives which appear to reasonably target acknowledged
operational and financial weaknesses at Disney.”
In commenting on Disney’s current governance practices,
succession planning efforts, and the experience and engagement of
the current Disney Board, relative to the Trian Group and
Blackwells proposals, Glass Lewis stated:
- “We note the board has demonstrated a willingness to refresh
its membership in the service of shareholder responsiveness and
skill reconstitution with some reasonable regularity, resulting in
an average tenure of less than 5 years across the incumbent
slate.”
- “…given what we believe is already a credible plan underway for
Disney, we struggle to see many of Trian's intentions as
representing a likely net gain for investors.”
- “Notwithstanding faults in Disney's prior succession
initiative, Trian's intent to launch a new process is not clearly
superior to, and may be heavily duplicative of, Disney's ongoing
effort, which is already tied to a special board committee composed
of members we believe to be credible.”
Disney recommends that shareholders vote FOR only its 12
nominees and withhold votes for the Trian Group and Blackwells
nominees using the WHITE card, in line with the recommendation from
Glass Lewis. In contrast to our highly qualified nominees and
their successful track record, in our view, the alternate nominees
do not bring additive skills or qualifications to the Disney Board
and have no unique, meaningful plan to deliver superior shareholder
value.
Shareholders with questions about how to vote their shares may
call the Company’s proxy solicitor, Innisfree M&A Incorporated,
at (877) 456-3463 (toll-free from the U.S. and Canada) or +1 (412)
232-3651 (from other countries).
Forward-Looking Statements
Certain statements in this communication may constitute
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements
regarding the Company’s expectations; beliefs; plans; strategies;
business or financial prospects or outlook; future shareholder
value; expected growth and value creation; profitability;
investments; capital allocation, including dividends and share
repurchases; earnings expectations; expected drivers and guidance,
including free cash flow and funding sources; expected benefits of
new initiatives; cost reductions and efficiencies; content
offerings; priorities or performance; and other statements that are
not historical in nature. These statements are made on the basis of
the Company’s views and assumptions regarding future events and
business performance and plans as of the time the statements are
made. The Company does not undertake any obligation to update these
statements unless required by applicable laws or regulations, and
you should not place undue reliance on forward-looking
statements.
Actual results may differ materially from those expressed or
implied. Such differences may result from actions taken by the
Company, including restructuring or strategic initiatives
(including capital investments, asset acquisitions or dispositions,
new or expanded business lines or cessation of certain operations),
our execution of our business plans (including the content we
create and intellectual property we invest in, our pricing
decisions, our cost structure and our management and other
personnel decisions), our ability to quickly execute on cost
rationalization while preserving revenue, the discovery of
additional information or other business decisions, as well as from
developments beyond the Company’s control, including: the
occurrence of subsequent events; deterioration in domestic or
global economic conditions or failure of conditions to improve as
anticipated, including heightened inflation, capital market
volatility, interest rate and currency rate fluctuations and
economic slowdown or recession; deterioration in or pressures from
competitive conditions, including competition to create or acquire
content, competition for talent and competition for advertising
revenue, consumer preferences and acceptance of our content and
offerings, pricing model and price increases, and corresponding
subscriber additions and churn, and the market for advertising and
sales on our direct-to-consumer services and linear networks;
health concerns and their impact on our businesses and productions;
international, political or military developments; regulatory or
legal developments; technological developments; labor markets and
activities, including work stoppages; adverse weather conditions or
natural disasters; and availability of content. Such developments
may further affect entertainment, travel and leisure businesses
generally and may, among other things, affect (or further affect,
as applicable): our operations, business plans or profitability,
including direct-to-consumer profitability; our expected benefits
of the composition of the Board; demand for our products and
services; the performance of the Company’s content; our ability to
create or obtain desirable content at or under the value we assign
the content; the advertising market for programming; income tax
expense; and performance of some or all Company businesses either
directly or through their impact on those who distribute our
products.
Additional factors are set forth in the Company’s Annual Report
on Form 10-K for the year ended September 30, 2023, including under
the captions “Risk Factors”, “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” and “Business”,
and subsequent filings with the Securities and Exchange Commission
(the “SEC”), including, among others, quarterly reports on Form
10-Q.
Additional Information and Where to Find It
Disney has filed with the SEC a definitive proxy statement on
Schedule 14A, containing a form of WHITE proxy card, with respect
to its solicitation of proxies for Disney’s 2024 Annual Meeting of
Shareholders. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO)
FILED BY DISNEY AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL
CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION. Investors and
security holders may obtain copies of these documents and other
documents filed with the SEC by Disney free of charge through the
website maintained by the SEC at www.sec.gov. Copies of the
documents filed by Disney are also available free of charge by
accessing Disney’s website at http://www.disney.com/investors.
Participants
Disney, its directors and executive officers and other members
of management and employees will be participants in the
solicitation of proxies with respect to a solicitation by Disney.
Information about Disney’s executive officers and directors is
available in Disney’s definitive proxy statement for its 2024
Annual Meeting, which was filed with the SEC on February 1, 2024.
To the extent holdings by our directors and executive officers of
Disney securities reported in the proxy statement for the 2024
Annual Meeting have changed, such changes have been or will be
reflected on Statements of Change in Ownership on Forms 3, 4 or 5
filed with the SEC. These documents are or will be available free
of charge at the SEC’s website at www.sec.gov.
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version on businesswire.com: https://www.businesswire.com/news/home/20240318944801/en/
David Jefferson The Walt Disney Company Corporate Communications
818-560-4832 david.j.jefferson@disney.com
Mike Long The Walt Disney Company Corporate Communications (818)
560-4588 mike.p.long@disney.com
Alexia Quadrani The Walt Disney Company Investor Relations (818)
560-6601 alexia.quadrani@disney.com
Steve Lipin Gladstone Place (212) 230-5930
slipin@gladstoneplace.com
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