In a document filed with the SEC today, Disney revealed the “preliminary” vote totals for the proxy battle where Nelson Peltz, via Trian Fund Management, and nominees from Blackwells attempted to gain a seat on the Disney Board of Directors.
Nelson Peltz lost by a margin of 2-to-1 to the next closest Disney nominee, and Jay Rasulo lost by a 7-to-1 margin. The margin was even more dramatic for the Blackwells nominees.
In the filing, Disney acknowledged the following caveats:
These results do not include (i) shares voted on the blue proxy card distributed by Trian Fund Management, L.P. and certain of its affiliates (collectively, the “Trian Group”) outside of the system maintained by Broadridge Financial Solutions, Inc. (“Broadridge”) or (ii) shares voted on the green proxy card distributed by Blackwells Onshore I LLC and certain of its affiliates (collectively, the “Blackwells Group”) outside of the system maintained by Broadridge. In addition to being incomplete for the reasons described herein, these results are preliminary estimates only and are subject to change based on the certification of the voting results by the independent Inspector of Election, First Coast Results, Inc. (“First Coast”). The Company will file an amendment to this Current Report on Form 8-K to disclose the final voting results after receiving First Coast’s final certified report.
As of the record date of February 5, 2024, there were 1,834,328,817 shares of common stock outstanding and entitled to notice of and to vote at the Annual Meeting. Of the record date shares, 1,264,795,371 shares of common stock, or 68.95%, were represented at the Annual Meeting.
Based on the estimated preliminary results, the twelve directors elected at the Annual Meeting are Mary T. Barra, Safra A. Catz, Amy L. Chang, D. Jeremy Darroch, Carolyn N. Everson, Michael B.G. Froman, James P. Gorman, Robert A. Iger, Maria Elena Lagomasino, Calvin R. McDonald, Mark G. Parker, and Derica W. Rice.
“We are immensely grateful to our shareholders for their investment in Disney and their belief in its future, particularly during this period of great change in the broader entertainment industry. We are fortunate to have a highly qualified Board of Directors who possess a profound commitment to the enduring strength of this company and an enormous amount of experience and expertise, including succession planning. I’m thankful for Bob and his exceptional management team, as well as Disney’s employees and Cast Members around the world, for continuing to deliver for consumers and shareholders throughout this distracting proxy battle,” said Mark Parker, Chairman of the Board, The Walt Disney Company.
“I want to thank our shareholders for their trust and confidence in our Board and management. With the distracting proxy contest now behind us, we’re eager to focus 100% of our attention on our most important priorities: growth and value creation for our shareholders and creative excellence for our consumers,” said Bob Iger, Chief Executive Officer, The Walt Disney Company.
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