Another Major Shareholder Backs Disney as Proxy Battle Nears Conclusion

Disney got an upvote from one of its largest investors in the proxy battle that will be decided on Wednesday.

Norges Bank Investment Management, which manages the Norwegian Government Pension Fund and is one of The Walt Disney Company’s largest investors, said Tuesday it voted for 11 of the company’s directors — but withheld its vote from Mark Parker, the board chairman, Reuters reported.

NBIM said it did not vote for Parker because shareholders “have the right to seek changes to the board when it does not act in their best interest,” the report said.

The fund said it decided its vote after reviewing “unsatisfactory financial and strategic performance, mismanaged risk-taking, unacceptable treatment of stakeholders or undesired environmental or social outcomes from company operations,” Reuters said.

However, NBIM did not use its 11th vote to support either of the candidates pushed by the two hedge funds in the proxy fight.

Trian Investment Management CEO Nelson Peltz is seeking a seat, and supporting former Disney CFO Jay Rasulo, while Blackwells Capital is advocating for the election of former Warner Bros. and NBCUniversal executive Jessica Schell, Tribeca Film Festival co-founder Craig Hatkoff and TaskRabbit founder Leah Solivan.

NBIM held a 1.2% stake the Disney at the end of 2023, the report said.

The Disney annual meeting will be held virtually Wednesday at 1 p.m. ET., during which the final votes in the proxy contest will be cast and counted.

So far, more than half of the early votes were favoring Disney’s candidates, Reuters reported, with major investors like T. Rowe Price among those throwing their support behind Disney CEO Bob Iger’s efforts to right the company after the disastrous tenure of Bob Chapek. The Wall Street Journal said investment giant BlackRock had also voted to support Disney.

The New York City Retirement System, another major holder, also came out in support of Disney last week, as have former CEO Michael Eisner, proxy advisory firm Glass Lewis, “Star Wars” creator George Lucas, Laurene Powell Jobs, activist investor ValueAct Capital, J.P. Morgan CEO Jamie Dimon, former Walt Disney Imagineering president Bob Weis and Walt Disney’s grandchildren.

Disney and both hedge funds have flooded shareholders with messages seeking their support via email, snail mail and social media.

Peltz and Trian argue that Disney has lost its “magic,” with the stock underperforming, streaming profits below where they should be and the botched appointment of Chapek a sign that the board is not doing its job.

Trian has received backing from several prominent investors and advisors, including former Marvel Entertainment chairman Ike Perlmutter, activist investor Ancora Holdings, over a dozen former and current public company directors that previously worked with Peltz and proxy advisory firm Institutional Shareholder Services.

Blackwells largely supports the direction Iger has taken with the company since his November 2022 return, but wants the company to review its vast real estate and strategic asset holdings, possibly leading to a split of the company, and to prioritize artificial intelligence and spatial computing. It’s also suing over Disney’s information sharing agreement with ValueAct Capital.

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