Activist investor Nelson Peltz will try to force his way onto Disney’s board after the company declined to nominate him as a director, setting the stage for one of the biggest US proxy fights in years.
Peltz is planning to take an offer for a seat on the board directly to investors, according to people briefed on his plans, putting him in a confrontation with Bob Iger just a month after returning for a second term as chief executive of the sprawling entertainment group.
Disney on Wednesday said it would not offer Peltz, the head of New York-based Trian Partners, a seat on the board. In an apparent effort to get ahead of the looming war, the company named Nike veteran Mark Parker as the next chair.
Parker will succeed Susan Arnold, whose leadership was questioned last year about the company’s handling of the last month of former chief executive Bob Chapek in the project.
Peltz’s proxy battle against Disney will be one of the biggest boardroom battles since he pushed for a directorship at Procter & Gamble’s consumer products group in 2018.
The months-long proxy fight, which saw both sides spend more than $100 million to woo shareholders, stunned Wall Street, and Peltz ultimately won by a 0.002 percent margin before stepping down in 2021.
Disney said Arnold, the first woman to chair an entertainment group, will not seek re-election as a director at the company’s next annual meeting because of the 15-year limit imposed by board tenure rules.
His tenure as chairman, which began in 2021 after Iger stepped down from the role, was marked by the challenges posed by the Covid-19 pandemic, which devastated Disney’s theater and theme park businesses.
He came under scrutiny after the company renewed Chapek’s contract last summer following a bruising confrontation with the Florida governor over an education bill deemed anti-LGBT by opponents, only to fire him in November.
Parker, Nike’s executive chairman, has served on Disney’s board for seven years. In a statement, Arnold said Parker “has been helpful [Disney] effectively navigating through a time of unprecedented change”.
Disney’s share price has fallen nearly 40 percent over the past year as investors began to question the entertainment group’s high spending on its streaming business.
The stock’s poor performance attracted the attention of activist investor Daniel Loeb, who successfully pushed Disney to appoint media veteran Carolyn Everson to the board last fall.
In a statement on Wednesday, Disney said its leadership and senior board had engaged with Peltz “many times”. It said it remains “open to constructive engagement” with Peltz but will not endorse a nominee for the board.
Parker spent 13 years at the helm of Nike, the world’s largest sportswear maker by revenue, a period marked by revenue growth but also some controversy.
A company lifer who joined the footwear designer in 1979, Parker’s position as chief executive began in 2006 and he oversaw Nike’s online expansion and direct-to-consumer sales. Total revenue more than doubled to $39.1bn in 2019, the last year of his tenure.