Blackwells Capital, LLC (“Blackwells”), a shareholder of The Walt
Disney Company (“Disney” or the “Company”) (NYSE:DIS), today
released a letter to fellow Disney shareholders in connection with
the Company’s Annual Meeting of Stockholders to be held on April 3,
2024, available here, at www.TheFutureOfDisney.com, and
reproduced in full below:
The Future of Disney
March 25, 2024
Dear Fellow Walt Disney Company
Shareholders,
Blackwells Capital LLC (“Blackwells”), a fellow
shareholder of the Walt Disney Company (“Disney” or the “Company”),
is soliciting your vote to elect Jessica Schell, Craig Hatkoff, and
Leah Solivan to the board of directors of Disney (the “Board”) 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.
By now you’ve likely seen various materials from
Blackwells including our presentation, The Future of Disney, which
outlines our case for change at Disney and is available at
www.TheFutureOfDisney.com. We urge our fellow Disney shareholders
to carefully read these materials to best inform your voting
decisions.
Walt Disney once said, “Times and conditions
change so rapidly that we must keep our aim constantly focused on
the future.”1
Indeed, this is probably the most important
point of the contest for the election of the Board. The Board needs
directors who are independent and who will guide management into
the future and contribute relevant skills and experience.
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’ (“Trian”) 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.”3 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.4
Moreover, where Trian has outperformed the
market, it has arguably been the result of management resisting or
ignoring Trian’s ideas. At Proctor & Gamble, its management
rejected Mr. Peltz’s main thesis to move its Cincinnati
headquarters “just for disruption” and to decentralize M&A to
its business units.5 At PepsiCo, its management rejected Mr.
Peltz’s thesis to divest North American and International
beverages, dispose of Frito Lay, and merge Pepsi’s high-performing
products with Mondelez – where Mr. Peltz also had a stake – hardly
moves that would have been in the best interest of shareholders
(other than Mr. Peltz, perhaps).6
It is no surprise, then, that Trian faced a
spate of investor redemptions due to poor performance, shuttering
its U.K. fund, and overseeing a collapse of almost 40% of its
assets under management.7 Key personnel have departed from Trian,
including Mr. Peltz’s own son-in-law Ed Garden, which is due in
part to Trian’s poor performance.8
Recently, Mr. Peltz has made a series of
disturbing public statements that Blackwells believes are an
affront to Disney’s customers, employees and shareholders, and
ultimately should disqualify him from sitting on the Disney Board.
Some of the views Mr. Peltz shared with the press include:9
“What sense
is being a billionaire if you’re not a bully?”
“Why do I
need an all-Black cast?” [Referring to box office hit –
Black Panther]
“Why do I
have to have a Marvel [movie] that’s all women?”
[Referring to The Marvels]
“I told
Unilever not to pull out [of Russia] and so far they’ve listened,”
says Peltz. “If we pull out of Russia, they will take our brands
for themselves. I don’t think that’s a good trade.”
Fellow Shareholders, this is not the type of
individual who belongs in Disney’s boardroom.
Blackwells’ Nominees Are the Clear
Choice for The Future of Disney
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.
Craig Hatkoff has 47 years as
an independent director on public company boards. He is a
turnaround, risk-management, and financial expert with authority on
governance best practices, strategic alternatives, and succession
planning. Mr. Hatkoff also benefits from deep media industry
knowledge. For the last 13 years, Mr. Hatkoff has been an
independent director of SL Green Realty Corp., Manhattan’s largest
office landlord.
Jessica Schell has unparalleled
experience in media and entertainment. She is at the forefront of
the content distribution paradigm, an industry expert in content
value optimization, and would be a valuable addition to the Board.
Ms. Schell spent 20 years in strategic and operating roles at three
major entertainment companies – Warner Bros., NBC Universal, and
Disney.
Leah Solivan has built her
career on imagining and creating technology. She is precisely the
candidate that this Board needs to continue to imagine the future
AR/VR and AI trends at Disney. Ms. Solivan is deeply immersed in
the latest technology as a General Partner at Fuel Capital. There,
she is surrounded by cutting-edge AR/VR and spatial computing
technologies, and the founders that are making it all possible.
Before Fuel Capital, Ms. Solivan created TaskRabbit, Inc.
(“TaskRabbit”), a pioneering on-demand marketplace company she
founded in 2008. As TaskRabbit’s CEO for eight years, she scaled
the company into an international business with operations in 44
cities, prior to overseeing TaskRabbit’s sale to IKEA.
To learn more about our plans to remedy these
issues, we encourage shareholders to visit
www.TheFutureOfDisney.com. Our campaign website also includes
materials for shareholders to evaluate and help make the best
voting decisions.
Sincerely,
Jason AintabiChief Investment OfficerBlackwells
Capital LLC
Disney Shareholders – Please vote your
proxy today on the GREEN
universal proxy card “FOR” each of the Blackwells nominees
and the Blackwells proposal.
If you have any questions about voting your
proxy or need replacement proxy materials, contact:
Morrow Sodali LLC+1 (800) 662-5200 (toll-free
for shareholders)+1 (203) 658-9400 (call collect for banks,
brokers, trustees and other
nominees)Blackwells@morrowsodali.com
About Blackwells Capital
Blackwells Capital was founded in 2016 by Jason Aintabi, its
Chief Investment Officer. Since that time, it has made investments
in public securities, engaging with management and boards, both
publicly and privately, to help unlock value for stakeholders,
including shareholders, employees, and communities. Throughout
their careers, Blackwells’ principals have invested globally on
behalf of leading public and private equity firms and have held
operating roles and served on the boards of media, energy,
technology, insurance, and real estate enterprises. For more
information, please visit www.blackwellscap.com.
Contacts
Media:Gagnier CommunicationsDan Gagnier & Riyaz
Lalani646-569-5897blackwells@gagnierfc.com
Shareholders:Morrow SodaliMichael Verrechia & William
Dooley(800) 662-5200blackwells@morrowsodali.com
IMPORTANT ADDITIONAL INFORMATION
Blackwells Onshore I LLC, Blackwells Capital
LLC, Jason Aintabi, Craig Hatkoff, Jessica Schell and Leah Solivan
(collectively, the “Participants”) are participants in the
solicitation of proxies from the shareholders of The Walt Disney
Company (the “Company”) for the 2024 Annual Meeting of
Shareholders. On February 6, 2024, the Participants filed with the
U.S. Securities and Exchange Commission (the “SEC”) their
definitive proxy statement and accompanying GREEN
Proxy Card in connection with their solicitation of proxies from
the shareholders of the Company for the 2024 Annual Meeting of
Shareholders. ALL SHAREHOLDERS OF THE COMPANY ARE ADVISED TO READ
THE DEFINITIVE PROXY STATEMENT, THE ACCOMPANYING
GREEN PROXY CARD AND OTHER DOCUMENTS RELATED TO
THE SOLICITATION OF PROXIES BY THE PARTICIPANTS, AS THEY CONTAIN
IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO
THE PARTICIPANTS AND THEIR DIRECT OR INDIRECT INTERESTS IN THE
COMPANY, BY SECURITY HOLDINGS OR OTHERWISE.
The definitive proxy statement and an
accompanying GREEN proxy card will be furnished to
some or all of the Company’s shareholders and is, along with other
relevant documents, publicly available at no charge on the SEC’s
website at http://www.sec.gov/. In addition, the Participants will
provide copies of the definitive proxy statement without charge,
when available, upon request. Requests for copies should be
directed to Blackwells Onshore I LLC.
_______________________________________1 Disney
Institute. “Leadership 101: Preparing the Leaders of Tomorrow
Starts Today.” Forbes, 17 Jan. 2019,
http://www.forbes.com/sites/disneyinstitute/2019/01/17/leadership-101-preparing-the-leaders-of-tomorrow-starts-today/?sh=f21bba957a23.
Accessed 22 Mar. 2024.2 Capital IQ as of 20 Mar. 2024.3 Sonnenfeld,
Jeffrey, and Steven Tian. “Nelson Peltz Is America’s Most Overrated
Activist Investor. Here’s What the Experts Missed about His
Performance.” Fortune, 20 Mar. 2024,
https://fortune.com/2024/03/20/nelson-peltz-america-most-overrated-activist-investor-trian-performance-disney-unilever/.
Accessed 22 Mar. 2024.4,5,6,7 Id.8 Thomas, Lauren. “WSJ News
Exclusive | Trian Co-Founder Ed Garden Steps Down, Nelson Peltz
Reshuffles Top Ranks at Activist Firm.” The Wall Street
Journal, 1 June 2023,
http://www.wsj.com/articles/trian-co-founder-ed-garden-steps-down-nelson-peltz-reshuffles-top-ranks-at-activist-firm-511cbfd.
Accessed 22 Mar. 2024; See also “Nelson Peltz Is America’s Most
Overrated Activist Investor. Here’s What the Experts Missed about
His Performance.” 9 Agnew, Harriet. “Investor Nelson Peltz:
‘I’m Not Trying to Fire Bob Iger, I Want to Help Him.’” The
Financial Times, 22 Mar. 2024,
http://www.ft.com/content/0a182c97-6af7-42a6-ad9f-ae980562bb45.
Accessed 22 Mar. 2024.10 Institutional Shareholder Services, Inc.
Special Situations Research, dated March 21, 2024.
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