Dive Brief:

• Disney announced Tuesday that its board of directors rejected Trian Fund Management’s nomination of the shareholder’s founder and activist investor Nelson Peltz as well as former Disney CFO Jay Rasulo to the company’s board.

• The board unanimously recommended that shareholders vote for its own slate of 12 board nominees comprised mostly of sitting members, including Disney’s CEO Robert Iger and Board Chairman Mark Parker. Peltz and Rasulo were excluded.

• “The nominees reflect Disney’s ongoing commitment to a strong Board focused on the long-term performance of the company, strategic growth initiatives, the succession planning process, and increasing shareholder value,” the company said in a press release.

Dive Insight:

Besides Iger and Parker, the board’s proposed slate of nominees included General Motors CEO Mary Barra, Oracle CEO Safra Catz, former Google executive Amy Chang, and former Instacart president Carolyn Everson — all of whom are current directors since at least 2022. 

The list also included two recent appointees: James Gorman, former CEO of Morgan Stanley, and Jeremy Darroch, former CEO of U.K. media company Sky. Darroch’s appointment was effective as of Jan. 9, and Gorman’s will be effective as of Feb. 5.

Disney said its board doesn’t endorse the Trian nominations and urges shareholders to not vote for them. A Trian spokesperson declined to comment.

Disney separately disclosed in a Tuesday Securities and Exchange Commission filing that Iger’s compensation — including stock awards — doubled in fiscal year 2023, reaching $31.6 million, up from $15 million a year earlier.

Trian nominated Peltz and Rasulo in December, saying Disney’s board was “too closely connected to a long-tenured CEO and too disconnected from shareholders’ interests,” resulting in underperformance by the company.

“To resolve the malaise and crisis of confidence among Disney shareholders, the Board needs fresh perspectives from truly independent directors selected by the shareholders themselves,” Peltz said in a statement included in a Trian press release at the time.

Among other complaints, Trian pointed to a decline in Disney’s earnings per share compared with a decade ago. In addition, the investor said studio content “continues to disappoint consumers, slowing the speed of the flywheel and threatening future earnings growth.”

In a letter to shareholders included in Tuesday’s SEC filing, Disney Board Chairman Parker defended Iger’s performance as CEO.

“Upon his return as CEO, Bob Iger and his leadership team initiated a strategic transformation of the Company to make Disney’s businesses more efficient and effective, reinvigorate the creative engines that are foundational to all the company does, maximize Disney’s greatest brand and franchise assets and confront this period of significant industry disruption from a position of unrivaled strength,” Parker wrote in the letter.