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Amid Takeover Threat, Disney Board Changes Up the Rules

Disney Board of Directors changes rules
Credit: Thomas Hawk, Flickr/CNBC

It’s no secret that The Walt Disney Company is in a position it has rarely seen in the past. The Mouse House has a number of battles it is fighting on multiple fronts. They are suing Florida Governor Ron DeSantis and the Central Florida Tourism Oversight Committee. They are also struggling to make movies that will dominate the box office. On top of all that, both guests and cast members seem to be struggling with satisfaction while visiting and working at Disney’s multiple theme parks.

Disney desperate for Wish success

Credit: Disney

Related: Disney Admits “Woke” Politics Presents a “Risk” To Its Reputation

Then there’s Nelson Peltz — a billionaire activist investor who appears to be trying to take over Disney’s Board of Directors. The 81-year-old business mogul recently announced that he was seeking at least two or three seats on the board. There are currently eleven members of the Board of Directors, including Disney CEO Bob Iger. But on November 29, Disney announced that it was adding two new members — Morgan Stanley CEO James P. Gorman and Sir Jeremy Darroch, the former Group Chief Executive of Sky.

Bob Iger promises to step down

Credit: Apple TV+

Peltz is not backing down and saying that he plans to have Disney shareholders vote on making him a member of the board. Peltz and Trian Fund Management, which he owns, said that they gave Disney a chance to “right the ship”, but since the company hasn’t, they are being forced to play their hand. The activist investor demanded a seat on the board earlier this year, but backed off less than a month later.

In response, Disney said that Peltz only wants a seat on the board as part of a “vendetta” against the company. Peltz is a close friend and business partner of Ike Perlmutter — a Marvel executive who was fired by Disney earlier this year.

Nelson Peltz

Credit: CNBC

Related: Bob Iger Wins! Invading Investor Ends Proxy War After Disney Restructuring News

When Nelson Pelt first demanded a seat on the board, Disney didn’t really take him too seriously. However, this time, they are taking a little bit of a different stance. While they have not said publicly that they are nervous about Peltz potentially winning his bid for a board seat, they have changed things up a bit in light of the upcoming fight with Peltz.

The Walt Disney Company

Credit: Disney

Peltz said that he would have Disney stockholders vote in his request for a seat on the Board of Directors, so on November 30, the board “amended and restated” certain bylaws that will affect the nomination of board members by stockholders.

According to Variety:

Among other things, the amendments “enhance the procedural mechanics and disclosure requirements relating to business proposals submitted and director nominations made by stockholders,” Disney said in the filing. That includes requiring “certain additional background information, disclosures and representations regarding any proposing stockholders, any proposed director nominees and business and any other persons related to a stockholder’s solicitation of proxies” and that “any notice of director nomination be accompanied by all written questionnaires required of the company’s directors completed and signed by any proposed director nominees.”

disney actors full body scans

Credit: Disney

In what appears to be another bid to get shareholders on their side, the Board of Directors announced that shareholders would once again be receiving per-share dividends. The dividend payments were suspended during the COVID-19 pandemic. Those who are shareholders by December 11 will receive their dividends beginning January 10, 2024.

Do you think Disney should be scared of Nelson Peltz? Let us know in the comments.

About Krysten Swensen

A born and bred New England girl living the Disney life in Southern California. I love to read, to watch The Golden Girls, and love everything to do with Disney and Universal. I also love to share daily doses of Disney on my Disney Instagram @BrazzleDazzleDisney!

2 comments

  1. I think the current board of directors including Bob Iger are all incompetent and solely to blame for the current situation in the company and it will not change until they are replaced

  2. I hope that The Walt Disney Company crashes and burns- especially Bob Iger, who thought that by replacing the other Bob (Chapek) would heal The House of Rodent’s woes-but is instead losing more serious money, especially with the failure of “THE MARVELS”. Iger wants an exit out of Disney, then he should do that right now, rather then wait until 2026. 20th Century Studios should be sold right back to News Corp and resume its rightful place in Hollywood as 20th Century Fox because Disney isn’t really doing too much with the 20th assets, which in any case, should be liquidated and sold back to Murdoch! ABC also deserves better owners, because their TV Network, once American’s finest Primetime network, has become a low rated network under Disney. Marvel and Lucasfilm Ltd. have also run out of steam. All of this is the price that Disney is paying for going woke!

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