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Nelson Peltz Insists, Again, His Fight With Disney Is About The Board, Not Bob Iger – But It’s A Fine Line

Nelson Peltz said today that his bitter proxy fight with Disney is “not about Mr. Iger, nor is it a referendum about his leadership” even as CNBC reported that his firm, Trian Partners, has withheld votes from the CEO, who is also a board nominee.

Trian didn’t respond to a request for comment. But the firm clearly feels it needs to walk a fine line between attacking Disney’s board, but not its rather popular CEO.

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Publicly, Trian has been aggressively lobbying shareholders to withhold votes only from Disney board nominees Michael Froman and Maria Elena Lagomasio and back Peltz and former Disney executive Jay Rasulo instead. The board has 12 members which will be the nominees who wind up with the most votes. Voting is ongoing and the tally will be unveiled at the company’s annual meeting April 3.

Peltz’ flurry of communications to shareholders have mostly focused on what it calls weak and inadequate accountability provided by the board, especially regarding succession. Influential proxy advisory firm ISS last week recommended shareholders support Peltz (but not Rasulo) for the board and withhold votes from Lagomasino, also citing succession.

Disney says Peltz and Rasulo have nothing to offer strategically and their presence on the board would be detrimental. Iger has received support from luminaries in entertainment and finance from George Lucas to Laurene Powell Jobs to Jamie Dimon, and the current board received support by Glass Lewis, another big proxy advisory firm.

“In this election contest, Disney has emphasized that Mr. Iger is admired and respected … which we do not doubt. Trian supports Mr. Iger as a candidate for the Board and as CEO,” Trian said in its statement today. CNBC, however, which cited “sources who monitor  the situation” saying that Trian has voted to withhold support for Iger. While that would not be surprising, it is just not what the firm is urging other shareholders to do.

Trian is voting its own shares as well as those of ally and former Marvel executive Ike Perlmutter, together repping about $3.5 billion worth of common stock. Disney says Perlmutter, who was eased out of the company a year ago, has a personal grudge against Iger.

“Peltz, including his silent ally Pelmutter, would harm Disney and jeopardize our strategic transformation,” Disney said in a filing today. There have been hundreds of filings in recent months, including from another investment firm, Blackwells Capital, which is anti-Peltz but has three of its own nominees to the board.

A Trian rep pointed to the firm’s press release today, which said the fact “that Disney spends so much time and ink defending Mr. Iger – while saying almost nothing about the two director candidates whose reelection Trian is challenging – is both troubling and telling. This campaign is not about Mr. Iger, nor is it a referendum on his leadership. And in all events, Disney is, and must be, more than just one person, especially one whose contract expires in less than two short years.”

“This election is a board election and the question before shareholders is: who should serve on the Board, helping the company on behalf of shareholders? … Choosing between these slates, and voting for change versus more of the same, is really what this election is about.”

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