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David Brown
Wondery subscribers can binge all four episodes of Business the Unraveling of Boeing early and ad free. Right now, join Wondery plus in the Wondery app or on Apple Podcasts. It's July 2023, and the most powerful executives in the world of media, finance and tech are in Idaho for the annual Sun Valley Conference, an invite only gathering where billionaires mingle, talk trends and initiate megadeals. And among those attending is Disney CEO Bob Iger. The 72 year old follows his assistant through the resort hotel. He's wearing a designer pullover while holding a plastic bottle of water. He waves, nods and smiles at the familiar faces he passes. The assistant quickly turns to brief him while they walk. Okay, we got cnbc. Next David Faber's interviewing. Likely questions will be latest results, stock price, linear television. Iger nods. It's been eight months since he returned to Disney and the honeymoon's over. He might have warded off Nelson Pelt's attempt to stir a shareholder revolt, but the turnaround he promised is yet to happen. Disney's stock price has fallen 16% in a year and investors are questioning if Iger's up to the job. So he's planning to use an interview with CNBC's show Squawk Box to reassure Wall street that he's not some old media dinosaur pining for the glory days of broadcast and cable tv. The assistant leads him out of the building. On the courtyard he sees CNBC's setup three cameras and two camping chairs arranged so viewers will see the mountains of Idaho in the background. Iger greets Faber, raises his arm so a sound engineer can wire him up with a microphone and settles in for an interview. Cameras roll. Faber checks his notes and looks at Iger. Let me ask you about it. We're talking, I guess abc, the network, the stations, but then the cable networks as well.
Bob Iger
Yes. Correct.
David Brown
Fx, Nat Geo. Is it possible you would look to sell them?
Bob Iger
We're going to be expensive. I think if you can, you can interpret what that word means. You know, we're just getting at that work. But we have to be open minded and objective about the future of those businesses. Yes.
David Brown
Meaning that they're not core to Disney.
Bob Iger
That they may not be core to Disney. Yeah. Now there's clearly creativity and content that they create that is core to Disney. But the distribution model, the business model that forms the underpinning of that business and that has delivered great profits over the years is definitely broken and we have to call it like it is. And that's part of the transformative work we're doing, right?
David Brown
Well, we've been having this conversation for a very long time.
Bob Iger
Well, I think what I'm saying is.
David Brown
The erosion of the linear business and now it's kind of closer to obsolescence.
Bob Iger
Well, you know, as I said when I came back, one of the things I discovered was that the disruptive forces that have been preying on that business for a while are greater than I thought. And so it's eye opening. You know, there's a, there's a reality to it that we have to come to grips with, and we have to come to grips with that now.
David Brown
Iger wraps the interview believing he got his message out. He's not got his head in the sand. The business model of linear TV is being destroyed by streaming platforms, but he's going to fix it. It's not just investors who heard the message, though. People working in Disney's TV operations did too. And they now fear they're going to be sold or laid off. And the message didn't reassure Wall street either. Over the next few days, Disney's stock keeps falling. Before the interview, it traded at $90. A few days later, it's down to $86 a share. And that's enough to cause Nelson Peltz's attention to snap back to Disney. Peltz only abandoned his plan to stage a shareholder uprising five months ago. But with no recovery in sight, he's ready to strike again. And this time, he's going to see out the fight to the very end. You know, your team spends over half their time writing, and we all know how that happens. 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It's something you might say when your small business has a problem, but that won't get you the help your business needs, what you should really say is something that can help. Like a good neighbor, State Farm is there. Their agents are ready to help you with your claim, to help you get back in business. On the phone or in person, your State Farm agent is there to help. Like a good neighbor, State Farm is there. From Wondery. I'm David Brown, and this is Business Wards. In the last episode, a sickly Disney brought back former CEO Bob Iger. Activist investor Nelson Peltz threatened a proxy fight, pushing Disney into billions of dollars of savings. And Iger fired Peltz's close ally, Ike Perlmutter, the billionaire who ran Marvel. But Peltz isn't gone. His investment fund, Try and Partners, is still a major stockholder. And with Iger struggling to fix Disney's problems, he's poised to attack again. This is episode two. Peltz Strikes Back. November 19, 2023. The Walt Disney Company's offices in New York City. In an executive meeting room, Try and Partners co founder Nelson Peltz is face to face with Disney CEO Bob Iger. It's been four months since the Sun Valley conference in Idaho, and Disney's still struggling. So Peltz is back trying to get put on the board of directors. Bob, I want us to work together to refresh the board. We bring expertise that Disney can benefit from. You know this? I'm not sure I do. Okay, well, let me lay my cards on the table here. Sure. Tryon is now the beneficial owner of approximately 33 million shares in Disney. That's more than $3 billion worth. Iger looks a little disturbed by this news. Back at the start of July, try and had just around 6.4 million shares. Now, I should point out that 25 million of that stock is Ike Perlmutters. He's entrusted us with managing his stock in the hope that we can revive it. Iger tenses at the mention of Perlmutter, the former Marvel owner who he fired earlier in the year. Are you planning to nominate Ike for the board? Oh, no, no. Ike doesn't want that. But I'm glad you mentioned board composition. Tryon needs representation on that board. As you'd expect, I am primary nominee for our side. We've been through this, Nelson. In February, you heard my plan for transformation. You praised it and abandoned your proxy contest in response. I. I don't see what's changed. Pelt sits forward there. That in itself is the problem. You don't see it. I do. The problem is nothing's changed. Nothing. When I called off the proxy contest, it was because we had confidence in the company's commitment to a substantive long term turnaround. That commitment remains, maybe, but our confidence in that commitment doesn't. The progress toward a successor CEO is glacial streaming. Still unprofitable in the stock price. It's bumping around at its lowest level for the past nine years. All that underscores why try and needs representation on the board. Enhanced accountability in the boardroom is what's needed. And what would you bring to the board? The shareholders perspective, that's what. Disney's the largest media business by revenue, but its margins lag behind its closest peers. We need to be on the board to address that. I request that you add me to the board plus two independent directors that we both agree on. Well, what if the board brought in other independent directors instead of. Instead of you? I didn't buy into Disney just to watch from the outside. I can do that for free. Iger crosses his arms. It's clear that if the board rejects Pelts, Disney's facing another fight. Nelson, a proxy war will be a major distraction from transforming the company. That's what they all say. Well, I've heard you, and I will take your proposal to the board to consider at its next meeting. And what will you recommend they do? Will you recommend they bring me in? Iger pauses for a moment, then replies, I'm not sure I can. We'll tell you what the board says. Peltz nods. But he can already sense that Disney is dead set against letting him in, and a proxy war is the only way forward. After the meeting with Iger, Tryon sends a letter to Disney's board. The letter reiterates its request for putting Peltz onto the board, along with two independent directors agreed by Tryon and Disney. It also lists the hedge fund's main beefs with Disney's performance. The share price decline, shrinking earnings per share, the lack of a clear CEO succession plan, the ongoing streaming losses, and box office disappointments like the recent superhero movie the Marvels. But Disney's board isn't swayed. The following week, Iger informs Peltz that the board saw no reason to make him a director, but offered to let him make a presentation to the board on his ideas for change. Peltz declined, saying there's no point if the board isn't willing to consider appointing him to the board. So on November 30, 2023, Tryon notifies Disney that it intends to nominate Peltz for election to the Board of Directors. It's the starting gun on a five month election campaign that will culminate with a shareholders vote in April. And if Peltz wins, it'll be a sure sign that investors have lost confidence in Iger and the current Disney board. But Disney is already raising its defenses. In tandem with its decision to rebuff Peltz's advances, the board has approved new bylaws making it harder for outside parties like Tryon to nominate candidates for the board. The board's also approved a cash dividend for stockholders. It's a payout that should help make stockholders feel warmer to the company's leadership. The Disney board also announces it has already won the support of Value Act Capital, a San Francisco investment fund that has a sizable stake in Disney. But Peltz has friends too. The Ohio hedge fund Ancora holdings throws its weight behind the 81 year old activist investor. Then Tryon reveals its second nominee for the Disney board, Jay Rasulo, Disney's former chief financial officer. Rasulo resigned from Disney in 2015 after missing out on a promotion to chief operating officer, and his inside knowledge of Disney helps makes the Peltz ticket more credible. But Peltz must do more than convince institutional investors to back Tryon's alternative nominees. He must also win the votes of retail investors, the non professional investors who own more than a third of Disney's stock. January 11, 2024 Orlando, Florida at Disney's Hollywood Studios at the Walt Disney World Resort, Nelson Peltz is blending in. He's wearing a hat with Mickey Mouse ears and carrying two balloons. A try in executive raises his smartphone to capture the moment. Say cheese. Cheese. Peltz and his team are here for an off site and they want to experience the park just as most people do and get an on the ground sense of how Disney's prized parks are performing. That and some handy publicity photos. Peltz looks back at the Walt Disney Presents museum they've just visited and points a finger now that that was terrific. Just terrific. It really brings it home. One of his team looks over. It brings home what? How much top level IP this company sat on. Star Wars, Marvel, Indiana Jones, Toy Story, Aliens. The list goes on and on. It's mind blowing. How can they have the greatest collection of IP in the world and still be struggling to match Netflix on profitability? We should make a point of that. Netflix's margins are 15 to 20%. We should press Disney to match that at least. Let's check out the Magic Kingdom Next, I'll look at how to get there. As the executive checks the park map, Peltz and the others watch as smiling employees entertain and serve the park's delighted guests. One executive leans towards Peltz. I know we said there needs to be more capital spending to freshen up the park, but you got to credit the operation. Employees here really do smile all the time. It's probably because none of them own any Disney stock. But while the group laughs, one try in executive speaks up. Actually, a lot may own shares. There's an employee stock purchase plan. Well, then I am shocked that they're still smiling. The executive checking the map looks up. Okay, it looks like we can either take a Disney bus or a mini van service to Magic Kingdom. Ready to go. Lead the way. With that, Peltz and his team set off towards the Magic Kingdom and its replica of Disney's world famous Cinderella castle, the place they're metaphorically laying siege to. But they all know that in corporate America, the odds are stacked against those trying to stoke stockholder rebel. Big institutional investors default to supporting the directors nominated by the existing leadership. Incumbent boards of directors are able to introduce measures that tip the scales in their favor. But Peltz has faced these hurdles and cleared them before. He also knows that Disney isn't like most public companies. At Disney, one share equals one vote. And many of the stockholders are retail investors. They're the employees in the park, the families here on vacation, and ordinary folks who dabble in the stock markets, usually by investing in consumer brands they're familiar with. And if Tri'in can convince these legions of small fry investors to support their campaign, Peltz's revolt could deliver a revolution in the Magic Kingdom. As business owners and managers, you use software for your business every day. You use one piece of software to manage your customers, another to manage your employees, another to manage your finances. And the list goes on. You buy these pieces independently and hope they fit neatly together like a puzzle. And then you find out the hard way that they don't. And you end up with a mess at the heart of your business operations. Does any of this sound familiar? 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The nerds already did the work for you, reviewing over 1,100 financial products like credit cards, savings accounts, and a whole lot more to bring you only the best of the best. You gotta check out the 2025 Best of Awards today@nerdwallet.com awards. It's January 18, 2024, and the campaign to win the votes of Disney stockholders is gathering speed. And it's getting personal. Disney's come out swinging. It's painting Nelson Peltz's challenge to its board as motivated by revenge, thanks to the involvement of former Disney executives Ike Perlmutter and Jay Rasulo. But the company's main line of attack is to highlight Peltz's own lack of experience in media and technology. But this morning, Peltz is about to respond in kind. And he's using an appearance on CNBC's Squawk Box to question Disney CEO Bob Iger's supersized compensation package. Last year, he got paid $31.5 million. Okay? Earnings were down, they missed everything. The stock was down, everything went bad, and he got 31 and a half million dollars. You know, I don't understand what this board is doing. I don't know what they're there for other than his friends of Bob. You know, that is what this is all about. They are friends with Bob. It is a handpicked group of directors who are not doing their jobs. But Peltz is no longer the only activist investor stirring up trouble at Disney in the wake of his decision to mount a proxy war. Another New York investment fund, Blackwell's Capital, has entered the fray. It's hoping to get traction by offering a middle way between the current board and Peltz's vision. It wants to freshen up the board, but stick with the company's existing strategy. So it's now a three way fight. And with just 76 days into the annual shareholder meeting, there's no time to waste. They all need to convince shareholders to back their candidates. Disney wastes no time in deploying its army of famous characters to campaign for the existing board. And leading the attack is Donald Duck's Viennese uncle, Professor Ludwig von Drake. Friends, relatives and esteemed chairman. You're probably wondering what we're all doing here today. Now, let's begin.
Bob Iger
Whoa.
David Brown
Professor Ludwig von Drake. Slow down there. On April 3rd, the Walt Disney Company will be hosting its annual meeting of shareholders, and we need you to all vote for your board. Remember, it's important you vote only for Disney's 12 nominees using the white proxy card. Do not vote for the Tryan Group or Blackwell's nominees. We thank you for supporting Disney. If you have any questions in the weeks that follow, Disney deploys more of its high profile IP and its literature about the fight, including Marvel superhero Iron man and Moana, the Polynesian Disney princess. It also gets Hollywood's elite to pledge support, including Star wars creator George Lucas and Walt Disney's heirs. But Peltz isn't completely without high profile backup. February 2024 Los Angeles. Outside the Regency Bruin Theater, press photographers jostle for position along the carpet that leads inside the venue. Tonight, the theater's hosting the premiere of an indie movie called Lola and Nelson Peltz is there to see it, but not as a billionaire financier, but as a father. And that's because his daughter, Nicola Peltz Beckham, is the film's star, scriptwriter and director. But as Peltz walks towards the entrance, it's not him that's exciting the photographers, but the taller man walking by his side, billionaire Elon Musk. Elon Nelson. Hey. Together, the South African tycoon wraps an arm around Peltz and turns to the cameras. The two billionaires grin as the cameras flash. They're united against a common foe, Disney. While Peltz has been trying to force his way onto Disney's boardroom, Musk has been lobbing insults at the company and its CEO for months. The bad blood between Musk and Bob Iger began a few months earlier when Musk endorsed an anti Semitic conspiracy theory on his social media platform, X. In response, dozens of major companies stopped buying advertising on X, and Disney was one of them. With X's revenues collapsing, Musk apologized and called his post the dumbest thing he's ever shared online. But Musk also began publicly criticizing the advertisers who abandoned X, and Disney became his favorite punching bag. He's called for Iger to be fired, backed Peltz's campaign to shake up Disney's board, and described the company's track record in delivering for shareholders as brutal. But while Peltz and Disney's enlisting of big name backers in this fight gets attention, the real battle is being fought below the media radar in the form of a barrage of direct mail emails and phone calls to shareholders. It's March 2024 and Disney's annual shareholders meeting is less than two weeks away. In Princeton, N.J. corporate governance consultant Douglas Chia checks the text that just pinged on his phone. He raises his eyebrows. It's a text from Tryan's proxy solicitors who are leading the effort to contact Disney shareholders and convince them to vote for Peltz and Jay Rasulo. But he has no idea how Tryan got his cell phone number or why the company's so keen to talk to him. After all, he only owns around 200 Disney shares. Out of curiosity, he decides to call the number that texted him. He reaches a call center operator who starts in on her pitch, explaining that voting for Tryon's nominees could make a big difference to the value of his stock and about restoring the magic at Disney. Chia decides not to mention that he already sent in his ballot several weeks ago. Then Chia presses her for specifics. She claims Peltz has experience turning around Hines and P and G when he served on their boards and that because he bought his Disney shares, he has real skin in the game. But when Chia again presses her for specifics of how he'll turn around parks and cruises and make so called magic, the call center operator fumbles, saying Peltz has got to get onto the board first. But Disney and Tryon aren't just cold calling stockholders in a final push to win the support of the last undecideds. Disney's creating attack videos too, warning shareholders of the dangers of voting Peltz. What's the harm of letting activist investor Nelson Peltz or Jay Raszzullo have a seat on Disney's board? The answer is simple. If they succeed, Disney could suffer the same fate as other great companies that Peltz has previously infiltrated, such as GE and DuPont. Nelson Peltz has a long history of attacking companies to the ultimate detriment of shareholder value. His quest also seems more about vanity than a belief in Disney. The choice is clear. Vote Disney. Disney's also taking its Stop Pelts message on the road. Bob Iger and other senior Disney executives spend the last few days of the campaign touring the nation to meet with major investors to convince them that the company's strategy is right. Iger also uses the opportunity to highlight the signs of recovery, including how Disney's stock price has risen 35% since the proxy contest started, a development that's undermining Peltz's main line of attack. As the contest enters its final days, the Disney camp is growing confident. By their calculations, Tryon's second nominee, Jay Rasulo, is not going to amass enough support court to get a seat on the board. Blackwell's alternative challenge is also going nowhere. All that's left is to stop Nelson Peltz himself. But Peltz is about to spring a surprise that will put Disney on the back foot. Imagine getting a message from your favorite brand that feels like it was created just for you. 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So you don't see yourself as an activist investor? No, no, no. I invest in companies that are good companies, but are just sort of missing the mark a little bit. You know, the whole thing with Disney is stupid. Okay, I'm not trying to fire Bob Iger. I want to help Bob Iger. The waiter appears and delivers the main course snapper covered with a rich sauce with sauteed spinach. The journalist decides it's time to talk Disney. Well, now Disney says you haven't presented a single strategic idea during the two years you spent campaigning for a board seat. Peltz looks put out. They also say we know nothing about movies and we don't claim to. But I don't think they know about movies either. They've had five big losers in a row. But Bob Igers acknowledged that. He said Disney got too focused on messaging over quality storytelling. Exactly. People go to watch a movie to be entertained. They don't go to get a message. The waiter reappears to clear their plates and notices Peltz abandoned his meal halfway through. Was everything okay? I wasn't that crazy about it. Peltz gets back to talking movies, homing in on the Marvels, the female fronted superhero movie which was released five months ago and has become one of the biggest flops in movie history. Why do we have to have a Marvel movie that's all women? Not that I have anything against women, but why do we have to do that? Why can't we have Marvels that are both? Why do we need an all black cast? Do you think you'll win the proxy fight? Iger's attracted some influential supporters. We just got endorsed by Institutional Shareholder Services iss. They're the largest and most influential proxy advisor. Lots of institutional investors follow their advice. I think we're on track. During the next few days, the scramble for votes reaches fever pitch. Peltz wins backing from investment bank Neuberger Berman. Disney gains the support of former CEO Michael Eisner. Peltz claims the backing of the California Public Employees Retirement Fund. New York City Retirement Systems sides with Disney. Peltz and Disney also step up their attempts to woo the three most important voters in the contest. The big three index funds, BlackRock, State street and Vanguard. Together they control 16% of Disney's stock. And their votes have the power to flip the result. But with a contest this close, neither side is willing to leave anything to chance. And they keep pouring millions of dollars into trying to reach every stockholder and win their votes. Late March, Phoenix, Arizona. In A suburban home in lavine. A Disney stockholder sits at his laptop, working. When his thoughts are interrupted by the thud of today's mail being delivered through the front door. The stockholder gets up and heads to the front door to scoop up the mail. As he suspected, it's more literature about Disney pleas for votes from Tryon, Disney and Blackwells. Ever since this proxy fight began, the letters and leaflets keep coming. The stockholder casts the letters to one side and returns to his laptop. He does a Google search, and the search engine spits out sponsored results paid for by Disney that urge him to vote for the existing board. He scrolls past them. An email lands in his inbox. It's Tryon touting its support from iss. He sighs again. But he won't have to put up with this election much longer. It's April 3, 2024, and after three long months of campaigning, Disney's annual shareholder meeting is underway. And by the time it's finished, Peltz will know if his battle to get onto the Disney board has paid off. In years gone by, Disney's shareholder meetings were spectacular. Held in packed stadiums, they felt more like a music festival than a corporate gathering. But Covid ended all that. These days, Disney's stockholder meeting is a webcast. Even so, there's still a buzz around this year's event on X. Elon Musk taps out a message to his followers. Nelson Peltz should definitely be on the Disney board. He would help reform the company, improve the quality of product and generally serve in the best interest of shareholders. This would significantly improve Disney's share price. But Peltz isn't browsing X. Instead, he's preparing to deliver his final appeal for stockholders votes. He's feeling confident. He feels his visits to the big three index funds went well. ISS's backing will have given him a boost too. He's sure he can get it over the line. But there are also headwinds. Since the proxy battle started, Disney's vital signs have been improving. When 2024 began, Disney's stock cost $90. Now it's worth $122. So when Peltz is invited to address those watching Disney's shareholder summit, he moves to play down the recent stock price gains. While the last few months have been great for the stock, the long term track record remains disappointing. We hope this campaign has had a positive impact. Since we re engaged with the company. Last October, Disney's Stock is up 50%. Peltz finishes his address and settles in to await the final vote count. Disney's general counsel, Horatio Gutierrez, briskly reiterates that the current board opposes Peltz's nomination and then runs through the other business to discuss. Then Gutierrez finally announces that it's time. It is now 22 Pacific Time, and the polls for each matter to be voted on at this meeting are now closed. We are pleased to announce that based on the tabulation of our proxy solicitor, it appears that the full Disney slate has been selected by a substantial margin over the Triang Group nominees and the Blackwells Group nominees. Pelt stares at his computer in stunned silence. He thought he had this. But if Disney's nominees won by a substantial margin, there's only one explanation. The Big three index funds must have sided with Iger and Disney. Peltz misread the mood when he met them. They all seemed positive about his plans for Disney, but when it came to the ballot, they declined to vote in his favor. Disney and Iger have won. Two weeks later, Disney releases the final tally. Out of the 17 candidates fighting for the 12 board seats, Peltz came in 13th place behind all of Disney's own nominees. And it was a distant 13th. 2. Disney's least popular board nominee got twice that. Tryon's other nominee, former Disney finance chief Jay Rasulo, lagged even further behind. The campaign had proved costly, too. Tryan spent an estimated $25 million chasing votes. It also dented Peltz's image as an activist to be feared. The amount of money being managed by Tryon is now at its lowest level since 2012. There's even talk that Peltz's days as one of the apex predators on Wall street are now over. But Peltz also walks away with a major consolation prize. A few weeks after losing the proxy fight, Tryon cashes out and sells all its Disney stock. He ends the fight having made a billion dollars for himself and those who let try and manage their investment. But he may have cashed out too early. In July, Disney releases the movie Deadpool and Wolverine. The film ends Marvel's run of duds and rakes in more than $1.3 billion at the box office. The following month, Disney announces that its streaming platform, Disney, is now turning a profit. But Iger's not out of the boardroom yet. His contract runs through December 2026, and he still has to work out what to do with Disney's broadcast and cable TV operations. In October 2024, James Gorman, a former Morgan Stanley chief, was named chairman of the board. He'll lead the succession planning committee, which will identify Iger's replacement to be announced by early 2026. Nelson Peltz he's watching from the sidelines, promising to return should the stock price fall again. If you like Business wars, you can binge all episodes early and ad free right now by joining Wondery plus in the Wondery app or on Apple Podcasts. Prime members can listen ad free on Amazon Music. Before you go, tell us about yourself by filling out a short survey@wondery.com survey from wondering. This is episode two of Disney under Siege for Business Wars. If you're interested in hearing more about Disney, check out our season on Disney Pixar versus DreamWorks. A quick note about the recreations you've been hearing. In most cases, we can't know exactly what was said. Those scenes are dramatizations, but they are based on historical research. I'm your host David Brown. Tristan Donovan of Yellow Ant wrote this story researched by Marina Watson. Our senior producers are Karen Lowe and Dave Schilling. Our producers are Emily Frost and Grant Rutter. Sound design by Ryan Potesta. Voice acting by Emmanuel Chimaciero. Fact checking by Gabrielle Jolais. Our managing producer is Desi Blaylock. Our senior managing producer is Callum Plews. Our executive producers are Jenny Lauer Beckman and Marshall Louie for wondering and now a next level moment from ATT Business. Say you've sent out a gigantic shipment of pillows and they need to be there in time for International Sleep Day. You've got at and T5G so you're fully confident, but the vendor isn't responding and International Sleep Day is tomorrow. Luckily, AT&T5G lets you deal with any issues with ease, so the pillows will get delivered and everyone can sleep soundly, especially you. AT&T5G requires a compatible plan and device coverage not available everywhere. Learn more@att.com 5G Network.
Business Wars: Disney Under Siege | Peltz Strikes Back | Episode 2 Summary
Host: David Brown | Release Date: December 18, 2024 | Source: Wondery
Introduction and Context
In the riveting second episode of Business Wars titled "Disney Under Siege | Peltz Strikes Back," Wondery delves deep into the high-stakes battle unfolding within the Walt Disney Company. The episode chronicles the relentless efforts of activist investor Nelson Peltz and his investment fund, Trian Partners, as they challenge Disney's leadership and strategic direction. Hosted by David Brown, the episode provides an inside look into corporate maneuvering, shareholder dynamics, and the intense proxy fight that captivates Wall Street and Disney enthusiasts alike.
Bob Iger's Leadership and Disney's Struggles
The episode opens in July 2023 at the exclusive Sun Valley Conference in Idaho, where Disney CEO Bob Iger seeks to reassure Wall Street amidst mounting concerns over the company's performance. Eight months into his return as CEO, Iger faces a 16% decline in Disney's stock price over the past year, signaling investor unease.
Notable Quote:
Bob Iger [02:25]: "They may not be core to Disney. Yes."
Iger acknowledges the erosion of Disney's traditional linear TV business, attributing its decline to disruptive streaming platforms. Despite his efforts to steer Disney towards a successful turnaround, skepticism persists both among investors and within the company's own TV operations, leading to fears of potential asset sales or layoffs.
Nelson Peltz's Proxy Fight Begins
Nelson Peltz, co-founder of Trian Partners and a major Disney shareholder, re-enters the fray after initially halting his proxy contest five months prior. With Disney's stock continuing to falter, Peltz intensifies his campaign to secure a board seat, arguing that enhanced accountability and fresh expertise are imperative for Disney's resurgence.
Notable Quote:
Nelson Peltz [04:55]: "The progress toward a successor CEO is glacial streaming. Still unprofitable in the stock price."
Peltz's fund, now holding approximately 33 million Disney shares worth over $3 billion, positions himself as a critical voice capable of revitalizing Disney's strategy. His nomination includes Jay Rasulo, Disney's former Chief Financial Officer, whose insider knowledge bolsters Trian's bid.
Campaign Strategies and Shareholder Dynamics
As the proxy fight escalates, both Disney and Trian employ multifaceted strategies to win over shareholders. Disney fortifies its position by revising bylaws to limit outside nominations and launching a robust communication campaign featuring beloved characters and endorsements from industry legends like George Lucas. Concurrently, Peltz leverages high-profile alliances, including support from billionaire Elon Musk, to amplify his message and appeal to retail investors.
Notable Quote:
Nelson Peltz [15:45]: "I invest in companies that are good companies, but are just sort of missing the mark a little bit."
The battle extends beyond boardroom negotiations to grassroots efforts, with targeted direct mail, emails, and phone calls aimed at persuading retail investors. Both factions vie for the pivotal votes of major index funds—BlackRock, State Street, and Vanguard—which control 16% of Disney's stock and hold the power to sway the election's outcome.
The Annual Shareholder Meeting and Resolution
On April 3, 2024, the culmination of months of strategizing and campaigning materializes at Disney's annual shareholder meeting. Despite Peltz's confident appeals and strategic endorsements, the result heavily favors Disney's slate of nominees. The decisive support from major index funds and institutional investors like Neuberger Berman ensures the incumbent board's victory, with Peltz and his nominees falling well short of the required votes.
Notable Quote:
Horatio Gutierrez [20:30]: "We are pleased to announce that the full Disney slate has been selected by a substantial margin."
The outcome not only thwarts Peltz's immediate ambitions but also reinforces Disney's control over its strategic direction. Subsequently, Trian Partners divests from Disney, realizing substantial profits despite the proxy loss, while Disney celebrates the reaffirmation of its leadership and strategic plans.
Aftermath and Future Implications
In the wake of the proxy battle, Disney experiences a resurgence marked by blockbuster successes like Deadpool and Wolverine and a profitable shift in its streaming operations. Bob Iger remains at the helm, with James Gorman appointed as the new chairman tasked with CEO succession planning. Meanwhile, Nelson Peltz retreats from the spotlight, though he hints at a potential return should Disney falter again.
Notable Quote:
Bob Iger [Final]: "We have a clear path forward, and with the support of our shareholders, we are poised for sustained growth."
The episode concludes by reflecting on the intense clash between corporate governance and activist investment, highlighting the delicate balance CEOs must maintain to satisfy both creative ambitions and shareholder expectations.
Conclusion
"Disney Under Siege | Peltz Strikes Back" masterfully captures the intricate dynamics of corporate power struggles, the influence of activist investors, and the relentless pursuit of shareholder approval. Through meticulous storytelling and insightful commentary, David Brown and Business Wars provide listeners with a comprehensive understanding of how high-stakes battles shape the destiny of iconic businesses like Disney.
Credits and Additional Information
Business Wars is produced by a dedicated team including Tristan Donovan of Yellow Ant, Marina Watson, Karen Lowe, Dave Schilling, Emily Frost, Grant Rutter, Ryan Potesta, Emmanuel Chimaciero, Gabrielle Jolais, Desi Blaylock, Callum Plews, Jenny Lauer Beckman, and Marshall Louie. The episode features dramatizations based on thorough historical research, ensuring an engaging and accurate portrayal of events.
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Notable Quotes with Attribution and Timestamps
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