In a recent preliminary proxy statement filed with the Securities and Exchange Commission (SEC), Disney disclosed that CEO Bob Iger’s compensation for the fiscal year ended September 30, 2023, totaled approximately $31.6 million. The filing also hinted at an upcoming annual meeting, the date of which is yet to be announced, where a contentious proxy battle is expected to unfold.
Iger, who resumed leadership at Disney in November 2022, received a compensation package that included $16.1 million and $10 million in stock and option awards, along with a non-equity incentive plan compensation of $2.1 million. The base salary for Iger stood at $865,000.
The proxy statement emphasized Disney’s stance against the nominations of Nelson Peltz and James Rasulo, proposed by Trian Fund Management, led by Peltz and supported by former Disney executive Ike Perlmutter. Additionally, the company opposed the nominations of Craig Hatkoff, Jessica Schell, and Leah Solivan, put forth by activist fund Blackwells.
Disney explicitly urged shareholders not to vote for these nominees and instead support the company’s own slate for election. The recommended slate includes 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.
The proxy battle appears to be intensifying, with activist investor Nelson Peltz persistently pursuing a seat on Disney’s board. Despite a previous retreat following Disney’s restructuring announcement, Peltz seems determined this time. The company has highlighted Perlmutter’s “longstanding personal agenda against” Iger, indicating underlying tensions.
In response to Peltz’s nomination, Disney cited concerns, stating that Peltz had not presented a single strategic idea for Disney during his two-year quest for a board seat. The company also raised doubts about Peltz’s lack of experience in a creatively-driven business focused on delivering unique customer experiences.
Similarly, Disney criticized James Rasulo as a candidate, pointing out his eight-year absence from executive roles in public companies. The company argued that Rasulo’s outdated perspective on the rapidly evolving media business and technology landscape could be detrimental to Disney’s strategic transformation.
The proxy statement further outlined concerns about Rasulo’s close relationship with Perlmutter and the fact that he was passed over for CEO in 2015, potentially hindering constructive collaboration with Iger and other Disney executives.
As the proxy battle unfolds, shareholder votes will ultimately determine the composition of Disney’s board. In a strategic move, Disney secured support from activist investor ValueAct Capital Management, pledging to back the company’s board nominees. The upcoming annual meeting promises to be a pivotal event, shaping the future leadership of the entertainment giant.