Egan-Jones recommends DIsney shareholders vote ‘For” Peltz, Rasulo

The Trian Group, which beneficially owns over $3.5 billion of common stock in The Walt Disney Company, announced that Egan-Jones is the second independent proxy advisory firm, along with Institutional Shareholder Services, to recommend that shareholders vote for change in the composition of the Disney board. Specifically, Egan-Jones recommends that Disney shareholders vote “FOR” both of Trian’s nominees, Nelson Peltz and Jay Rasulo, and “WITHHOLD” on Maria Elena Lagomasino and Michael B.G. Froman in connection with Disney’s annual meeting on April 3, 2024. Last week, ISS recommended that shareholders vote “FOR” Mr. Peltz and “WITHHOLD” on Ms. Lagomasino. Egan-Jones concluded: “We see very little downside and a lot of upsides in putting the Trian Nominees on the Board.” Among the reasons Egan-Jones cited for the need for change at Disney were: “The apparent lack of a … long-term succession plan.” “A Board that appears cutoff and unwilling to engage with investors and the broader market.” “A business model, we believe to be built for the last decade, but not forward looking and flexible enough to ensure success in the next.” “A desire to protect the status quo for as long as possible and at all costs.” “Mediocre financial performance and the resultant lower valuation.” Similarly, ISS concluded that “incremental change is needed at the company due to multi-year underperformance the company’s peers and chosen benchmark, operational challenges, and most critically, a repeated failure on the part of the board to oversee the cultivation of a successor…” In supporting the election of Mr. Peltz and the withholding of support for Ms. Lagomasino, ISS wrote that: Nelson Peltz is “well positioned to provide the catalyst that this board apparently needs to improve its effectiveness.”