Blackwells says Nelson Peltz is not the change Disney’s board needs

Blackwells Capital released a letter to fellow Disney shareholders in connection with the Company’s Annual Meeting of Stockholders to be held on April 3, 2024, which read in part, ” Blackwells Capital, a fellow shareholder of the Walt Disney Company, is soliciting your vote to elect Jessica Schell, Craig Hatkoff, and Leah Solivan to the board of directors of Disney at the Company’s annual meeting of shareholders, which is scheduled to be held on April 3, 2024. The purpose of Blackwells’ campaign is simple: to ensure that Disney has the right collection of minds around the boardroom table, working constructively together to make decisions that will benefit ALL shareholders for decades to come…The case for change is clear. Blackwells and its three nominees have identified certain governance failings at Disney that they believe can be corrected by adding to the Board the talents and capabilities that Blackwells’ nominees offer. Most of the current Board has presided over substantial dollar market value declines.2 Certainly, extraneous events like the global pandemic had an impact, however, in our view, Disney’s content and technology strategies are weak and its lack of transparency is stark-and the Board lacks real proficiency in these fields. Shareholders, particularly those who espouse the principals of good corporate governance and believe there is a need for change at Disney, do not have to accept the false dichotomy of Mr. Peltz or the status quo Board. The Board does not need nominees driven by personal grievances or animus towards management, as we believe Trian Partners’ nominees Nelson Peltz and Jay Rasulo are. In our view, Mr. Peltz not only lacks critical expertise, but appears to boast about his shortcomings. Mr. Peltz may be one of America’s most vocal investors, but he is also viewed as the “most overrated.” Fifteen out of twenty-two companies where Trian has taken a board seat, have underperformed the S&P 500 during Trian’s tenure on the board…In its recommendations, Institutional Shareholder Services, Inc. concluded that change is warranted at Disney, and we agree.10 Blackwells’ nominees offer solutions drawn from real-life experiences to address Disney’s issues and fill critical gaps on the Board. Blackwells’ proposal-to add back any incumbent Disney director who loses the election to a non-Disney director-will also ensure that the necessary change is made in a collaborative and efficient manner.”