Disneypushed back on areport today by leading proxy advisory firm ISS recommending shareholders vote activist investor Nelson Peltzto the board, and withhold votes for company board nominee Maria Elena Lagomasino.
We strongly believe thatISSreached the wrong conclusion in its recent report when it comes to addingNelson Peltzto the board, said Mark Parker, chairman of the board, in a statement.
In contrast to Glass Lewis, ISS fails to acknowledge the breadth of perspective and expertise Ms. Lagomasino adds to the Board.
Bob Iger and Nelson PeltzGetty Images/Courtesy
The strong recent performance and results overseen by theDisney Boarddemonstrate our focus on long-term shareholder value creation and succession planning and our commitment to good governance practices.
Glass Lewis is another influential proxy advisory firm that came out in last week in favor of all Disney nominees.
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Disney said its 12 Board nominees are best qualified to provide diligent oversight of management and create sustainable shareholder value.
Nelson Peltz does not bring additive skills to the board, nor does he have a meaningful plan to deliver superior shareholder value in an evolving and increasingly complex global landscape, in stark contrast to the director Trian seeks to replace Maria Elena Lagomasino.
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Disney also noted that Trians silent partner, former Disney employee Ike Perlmutter, owns almost 79% of Trians Disney shares and that the ISS itself report called Perlmutters involvement an unfortunate distraction.
This dynamic is relevant to assessing the Trian Groups nominees, as Mr. Perlmutter has a fraught history and longstanding personal agenda against Disneys CEO, Robert A. Iger, which would likely inhibit Nelson Peltz from working constructively with Disneys Board, threatening the companys continued turnaround.
ISS, however, decided that Peltz would still be useful on the board despite the connection, citing in particular what it called critically flawed succession planning at Disney.
Disney also defended Lagomasino as a seasoned financial leader with an extensive capital markets career that has been centered on fiduciary responsibility, honing an investor perspective, and deep expertise in corporate governance, noting her role a a founder of the Institute for the Fiduciary Standard, a think tank that promoted the vital importance of the fiduciary standard in investment and financial advice.
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