Disney Enlists Prof. Ludwig Von Drake to Help Fend Off Activist Investors

Disney is calling on Professor Ludwig Von Drake as a reinforcement in its board battle against Nelson Peltz and his Trian Partners.

The media and entertainment giant released an animated video Monday urging shareholders to vote, but only for the company’s preferred board members. The Austrian duck, who is uncle to Donald and an expert on many subjects in the Disney universe, guides the shareholders through the voting process that kicks off ahead of the April 3 shareholder meeting.

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In the video, which also pulls in other classic Disney animation and the muses from Hercules, the voiceover repeatedly emphasizes the company’s preferred method of voting, which involves selecting its 12 nominees who appear on a white proxy card, while suggesting that voting any other way is incorrect.

“Remember, it’s important you vote only for Disney’s 12 nominees using the white proxy card. Do not vote for the Trian Group or Blackwells’ nominees,” the video states. “Voting this year is critical, no matter how many or how few shares you may own.”

Asked about what to do with the blue or green cards, the video states that “Shareholders may simply discard them.”

“Remember it’s important you vote only for Disney’s 12 nominees using the white proxy card. Do not vote for the Trian Group or Blackwell’s nominees,” the video repeats.

Voting for most shareholders must be submitted before 11:59 p.m. on April 2, 2024, but Disney urged voters to do so “as soon as possible.”

Peltz, an activist investor, is staging a proxy fight against Disney due to what he says is Disney’s lagging stock performance, as well as a lack of ownership of Disney shares from the company’s board. Peltz has also been pushing for Disney to “target and achieve Netflix-like margins of 15-20% by FY 2027” in its streaming business and “finally complete a successful CEO succession,” among other measures. Disney has pushed back, saying, “in a two year quest for a seat on the Disney Board, Mr. Peltz had not actually presented a single strategic idea for Disney; that his assessment of Disney seemed oblivious to the ongoing secular change in the media industry.”

In a preliminary proxy statement, Peltz’s Trian Partners said it would ask shareholders to withhold their votes for current Disney board members Michael B.G. Froman and Maria Elena Lagomasino, and instead vote for Peltz and former Disney CFO Jay Rasulo to join the board.

Blackwells Capital has also nominated its own board slate of Craig Hatkoff, Jessica Schell and Leah Solivan and in turn is asking shareholders to withhold votes for all Disney and Trian nominees, and to only vote for its own nominees.

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