Nelson Peltz

David A. Grogan | CNBC

Disney ripped Nelson Peltz and his bid for a board seat Tuesday, as the entertainment giant’s proxy fight with the investor and his activist firm, Trian Fund Management, takes shape.

Disney said in a securities filing Tuesday that its board was where it needed to be to move the company forward. The company also defended CEO Bob Iger’s past acquisitions and said Peltz didn’t have an understanding of Disney’s business, lacked the skills to drive shareholder value and presented no strategy.

“Peltz has no track record in large cap media or tech, no solutions to offer for the evolving media landscape,” Disney said in an investor presentation released Tuesday.

Disney's concerns shouldn't be Nelson Peltz, says Axios' Dan Primack

On Thursday, Peltz laid out his case for a proxy fight with Disney on CNBC’s “Squawk on the Street” after Trian filed a preliminary proxy statement looking for a seat on the board.

Peltz raised issues with how shareholder value has eroded recently and Disney’s $71 billion acquisition of Fox in 2019. Trian has also criticized what it called poor corporate governance, including failed succession planning and Disney’s lack of engagement with Trian in recent months.

A representative for Trian declined to comment Tuesday.

Trian said it owns about 9.4 million shares valued at roughly $900 million, which it accumulated months ago.

Disney preempted and opposed Trian on Wednesday when it announced that Mark Parker, the executive chairman of Nike, would become the new chairman of the board.

In Tuesday’s filing, the company defended the numerous acquisitions closed under now-returned CEO Iger, including Marvel and Lucasfilm, saying they enhanced the company’s value for shareholders and were transformative for the company.

Disney’s portfolio has meant it’s often led in the box office with Marvel films and “Star Wars” installments. Those assets have also provided much of the content for its marquee streaming service, Disney+.

As for its Fox acquisition, which Peltz took particular issue with in his presentation Thursday, Disney said Fox has broadened its intellectual property portfolio further and provided the company with a “deep bench” of talent, including Dana Walden, who’s been considered a contender as the next leader of the company.

When Iger made his shocking return to Disney’s helm in November — replacing his hand-picked successor, Bob Chapek, after a poor earnings report — he said he would stay for only two years to help look for his next successor. Newly appointed board chairman Parker will lead the process of finding a new CEO, the company said Wednesday.

Disney noted Tuesday that in addition to succession planning, it is in the midst of a cost-cutting plan and prioritizing streaming profitability.

Disney’s stock was rocky in 2022 as it came out of the early days of the pandemic when movie theaters and theme parks were closed. Slowing streaming subscriber growth also weighed on media stocks in the past year.

Peltz said on CNBC on Thursday he’s been pushing for a board seat to get access to internal numbers and tell other members if and when they’re missing out on opportunities.

Disney on Tuesday contested some of Peltz’s claims about the parties’ conversations thus far.

The company said it had offered Peltz an information-sharing agreement, meaning he would have met quarterly with both management and the board, rather than a board observer role, as Peltz had said. Otherwise, Disney pointed to numerous interactions between the company and Trian.

— CNBC’s David Faber contributed to this report.


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