Shulou(Shulou.com)11/24 Report--

According to news in the morning of January 18, Beijing time, Disney reportedly hit back on Tuesday local time against an attempt by activist fund leader Nelson Peltz (Nelson Peltz) to join Disney's board of directors. It is reported that Disney recently encountered a challenge from Trian Fund Management, an aggressive activist fund, and the two sides fought for shareholder proxy rights.

In an SEC regulatory report, Disney said the current board was fully capable of allowing the company to move forward. Disney has also defended past mergers and acquisitions by Bob Iger, the current chief executive.

Disney's board said Peltz himself did not understand Disney's actual business and lacked the skills to increase shareholder value to come up with a business development strategy.

In a document to shareholders, Disney said Peltz had no successful experience in managing large media or technology companies and that he was unable to come up with solutions for Disney's development in the evolving media market.

On Tuesday, Peltz explained several reasons for competing with Disney for shareholder representation. His Trian company has previously submitted a preliminary declaration of shareholder representation, hoping to win a seat on Disney's board of directors on behalf of shareholders.

Peltz pointed out that Disney's capital market capitalization has plummeted recently, hurting shareholders, and that it is unreasonable for Disney to buy Fox Group for $71 billion in 2017.

Trian Fund Management says Disney's corporate governance is very poor, such as the lack of a succession plan for its managers, and that Disney management has not communicated with Trian in recent months.

Representatives of Trian did not comment on Disney's statement on Tuesday.

Trian said it currently holds 9.4 million Disney shares with a market capitalization of about $900 million (currently about 6.093 billion yuan), which have been gradually bought on the open market over the past few months.

Last Wednesday, Disney's board of directors launched a pre-emptive action against Trian, announcing that Mark Parker, the current executive chairman of Nike, will become the new chairman of Disney's board.

Iger was Disney's chief executive for many years and recently returned to the role after a brief absence. In the regulatory report, Disney's board backed Iger's past major mergers and acquisitions, including Marvel Pictures and Lucasfilm, arguing that they added shareholder value and contributed to Disney's current business transformation.

Mergers and acquisitions have led to a growing number of Disney-owned studios, relying on Marvel films and the Star Wars series, and Disney has often topped the U. S. box office. These film and television subsidiaries also provide a steady stream of content for the company's online video service "Disney+".

With regard to the Fox merger and acquisition deal, which Peltz has focused on, Disney said that the acquisition of Fox has further increased the film and television copyright pool and acquired a greater pool of outstanding film and television talent, including Disney TV content director Dana Walden (from the Fox Group). Walden is seen as a contender for Disney's next chief executive.

Last November, Iger returned to Disney, which shocked the outside world. As a result of poor quarterly results, Iger's hand-picked successor, Bob Chapek (Bob Chapek), was forced to step down and Iger returned to power.

Iger says he will only work at Disney for another two years, and the top priority is to find a successor. According to Disney's previous announcement, newly appointed chairman Parker will lead the search for the next chief executive.

Disney said on Tuesday that in addition to the CEO succession plan, the company is currently implementing previously announced cost-cutting plans, with a separate focus on the profitability of its online video business.

Disney's share price has been volatile over the past 2022. During the outbreak, Disney's cinemas and theme parks were forced to close, and as the epidemic eased, Disney's business gradually recovered. In addition, although online video has become a Disney star business, the slow growth of paying members has also become a negative effect on stock prices.

Last week, Peltz said he would try to win a seat on Disney's board so that he could access internal business data and tell other board members whether Disney had missed important business opportunities.

Disney also refuted some of Peltz's claims on Tuesday about the dialogue between the two sides.

Disney said it gave Peltz an information-sharing agreement under which he could meet with management and other board members, which was not just a "board observer" role as Peltz called it. Disney also stressed that there had been "countless exchanges" between the company and Trian Fund Management.

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