Disney forced to replace Michael Froman with Nelson Peltz

Nelson Peltz

David A. Grogan | CNBC

Proxy battle between Disney active investment company Trian Management LP is preparing for the annual meeting of shareholders of the company.

Earlier in January, Trian went public with his fight for a seat on the board, voicing opposition to Disney’s $71 billion acquisition of Fox in 2019, board errors in the succession planning process, and losses to shareholders.

On Thursday, Trian said in a filing that Disney shareholders should vote to remove Michael Froman from the board of directors and replace him with Nelson Peltz.

“Trian Group believes that Mr. Froman has no experience as a director of a public company outside of Disney,” the firm said in a statement Thursday. “In contrast, Nelson Peltz has served on the boards of numerous public companies over the past few years.”

Trian argues that Disney shareholders have lost value over the years due to “weak corporate governance.” The firm said Disney has lost more than $120 billion of its market value in 2022, earnings per share are down 50% since 2018, and indicated that Disney will cancel its 2020 dividend.

Trian said it owns about 9.4 million shares, worth about $1 billion, which it accumulated a few months ago.

A spokesperson for Disney did not immediately respond to Thursday’s comment.

Last month, Disney responded to Trian by defending CEO Bob Iger’s past acquisitions. The company also said that Peltz did not understand the Disney business and did not have the skills to drive shareholder value without presenting any strategy. Disney said his board was where it needed to be.

“Peltz has no background in media or large-cap tech and can’t offer solutions to the changing media landscape,” Disney said in an investor presentation Tuesday.

According to Mark Parker, Executive Chairman Nikebecomes the new chairman of the board.

Froman, Vice Chairman and President of Strategic Development at Mastercardserved as director on the board of directors since 2018. He also served as US Trade Representative under then-President Barack Obama.

Few Disney board members have media experience outside of the House of Mouse.

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