The minutes are ticking down to the close of Disney’s bitter proxy fight with Nelson Peltz, whose attempt to scale the board is a direct challenge to CEO Bob Iger.
Barring any hanging chads, results from voting for members of the board of directors will be revealed Wednesday at the company’s annual shareholder meeting at 1 p.m. ET / 10 a.m. PT. (Polls officially close at 11:59 p.m. ET tonight.) Iger fought, and authorized the spending of $40 million, to quash the interloper activist investor, but win or lose, he invited the fight by botching succession.
Fumbled regime change became Peltz’s rallying cry, far more compelling that his thoughts on strategy. It’s the reason the race was so hard-fought. ISS, the most influential proxy advisory service, dealt perhaps the biggest blow to the company by backing Peltz in a move reminiscent of its withholding votes from then-CEO Michael Eisner in 2004 during the last epic annual-meeting showdown.
This time, the firm cited in large part the failed succession process of 2020, when Iger stepped down abruptly just as Covid was starting to upend the world, and named company lifer Bob Chapek as CEO. The board backed that baton pass, “admittedly not following the process it has outlined for the current succession strategy,” ISS said, adding that board members “simply trusted Iger’s judgment without conducting more rigorous due diligence.” Another odd call was Iger staying in the mix as executive chairman to oversee the creative side of the business, predictably butting heads with Chapek.
“Disney is so well planned, telegraphed and it seemed like that got sprung on us,” says one Wall Street analyst. “It still really bugs me.”
Peltz’ presence could reassure other investors that the board is properly engaged this time around, ISS said.
Iger has shored up backing for the company’s slate of directors from a glittery roster of potentates, including JP Morgan Chase CEO Jamie Dimon, Eisner, George Lucas, Laurene Powell Jobs and the Disney family. Peltz, though, in addition to ISS, has won over top pension fund CalPERS as well as Egan-Jones, a smaller proxy advisor.
Reports have indicated Disney has the edge in the vote. However, with the contest much tighter than anticipated, the talk in many showbiz circles is that the company will need to get out in front on who will be the next CEO soon after the proxy dust has settled. Iger’s contract, already extended once since his 2022 return, is set to run through 2026. Four internal candidates have been identified: Entertainment division co-chiefs Dana Walden and Alan Bergman; parks division head Josh D’Amaro; and ESPN Chairman Jimmy Pitaro. There is also a school of thought that Disney could reach outside the company and tap a big name from the tech realm, especially since it has been repositioning itself for streaming. Regardless of whom is anointed, some damage has been done.
“Iger is wounded by this, it makes him look egotistical and indecisive, and that wounds Disney,” a rival studio executive says. “All the people who were passed over, the Chapek catastrophe, the contract extension (last year), he needs to allow the board to do its job now,” the C-suiter added.
Another industry insider put it more bluntly: “Someone needs to tell Bob, no one’s irreplaceable.”
To some observers, that someone could be James Gorman, who took part in a succession process just last year at Morgan Stanley when he handed over the reins just prior to joining Disney’s board in February.
The banking exec is seen in the town’s upper echelon as someone Iger considers an equal and to whom he would listen. “Whether or not he agrees, Gorman knows perception is the board is enthralled by Iger, won’t cross him,” an industry mandarin notes.
Last week, Gorman told CNBC, “When I joined the board, the thing I was focused on was that they had a rigorous succession process.” Noting that the succession committee run by Disney chair Mark Parker convened in February and is “due to meet another eight or nine times this year,” Gorman noted, “I just came through a huge succession process at Morgan Stanley, I’m impressed by the process.”
Succession gripes predate Chapek, who was pushed out in November of 2022 with Iger parachuting back in as chief executive.
Wall Streeter analysts still wax nostalgic about Tom Staggs, the former CFO and COO who was groomed for succession before being passed over, initially pitted against Jay Rasulo, whom Iger also passed over. Rasulo left Disney in 2015. Staggs exited in 2016. (Peltz’s Trian Fund Management has also nominated Rasulo to the board but he hasn’t gotten as much traction.) Two years later, Disney’s streaming chief and strategic planning vet, Kevin Mayer, widely regarded as Iger’s likely successor, exited in 2020 after Chapek got the top job. “I’m sure in hindsight he would have chosen Kevin Mayer,” the analyst said.
It’s about “succession and governance. It’s not merely the case that once they figure out who the new CEO should be that they can kind of pat themselves on the back and say, ‘Good job,’” Michael Levin of consultancy The Activist Investor told Deadline. Given his company’s name, it’s clear where he tends to fall on the issue, but he’s hardly alone in his critique, which has been voiced by many investors over the past decade and a half.
“There needs to be some change on how this board sees its role,” he said. For one, it could have done a better job talking to CalPERS — “and not two months ago, two years ago. … It’s largely an inward-focused board.”
This proxy fight “should be a real wakeup call to this board that they need to take a lot more control.”
“You can see the shareholders are conflicted,” says another analyst. Succession now “will be a much more thorough process … I think they had to have learned the first time.”