Disney’s board is in focus as activist investor Nelson Peltz considers his next move

Company boards tend to want to stay out of the spotlight. Activist investor Nelson Peltz may be intent on making sure Disney directors don’t get that luxury.

Peltz’s Trian Fund Management has oversight of about $2.5 billion of Disney shares and will be paying close attention to Disney’s fiscal fourth-quarter earnings report after the bell Wednesday, according to people familiar with the matter. The majority of the shares controlled by Trian belong to Ike Perlmutter, the former boss of Marvel Entertainment and a Peltz ally who has clashed with Disney Chief Executive Bob Iger in the past.

Trian hasn’t made a public statement since it ended its last activist campaign against Disney in January. The fund has purposefully waited until Disney reports earnings before deciding whether it will move forward with a proxy fight to nominate new board members, said the people, who asked not to be named because the discussions are private. Trian declined to comment.

It’s unclear if Disney can or will say anything during Wednesday’s earnings conference call that will push Peltz to back down. While Disney has cut 7,000 jobs this year, Trian may want to see evidence that the job reductions and other content spending cuts are improving earnings. Disney named longtime PepsiCo executive Hugh Johnston as its new chief financial officer earlier this week. Disney declined to comment.

Peltz would ideally like to be added to the board without going through a nomination process, which can be time-consuming and costly. He tried earlier this year to get himself on the Disney board, only to be rebuffed by Iger and eventually walk away in February. Shareholders must nominate directors, to be voted on at Disney’s annual meeting, between Dec. 5 and Jan. 4, according to a Disney filing.

If Peltz does move forward with a nomination slate, Trian will likely attack Disney’s sagging share price. Disney’s stock is hovering near 10-year lows. Every board member, aside from Iger, has presided during a time where shareholder return has been negative.

This is true for several other media companies. The legacy media industry – which includes companies such as Paramount Global, Comcast‘s NBCUniversal, Warner Bros. Discovery, AMC Networks and Lions Gate Entertainment – has been rocked in recent years by tens of millions of cable TV cancellations and billions of dollars of streaming video losses in an attempt to reinvigorate growth.

Trian has decided to target Disney because the company’s shares don’t have a controlling owner, and due to a belief in Disney’s best-in-class brand, according to people familiar with Peltz’s thinking. Peltz successfully agitated to get a seat on Proctor & Gamble‘s board in 2017, drawn to the company’s brand strength.

Disney’s board has also struggled to groom a successor to Iger, who has five times renewed his contract to stick around as CEO. While Iger did leave Disney in 2022 after stepping down as executive chairman, he returned 11 months later as CEO after the board fired his hand-picked successor, Bob Chapek.

Iger again renewed his contract in July to stay at Disney until 2026. Peltz could argue Trian can bring accountability to a board that has given Iger permission to stick around as long as he’d like. Several board members, including Nike Executive Chairman (and Disney Chairman) Mark Parker and General Motors CEO Mary Barra, are particularly close with Iger, CNBC reported in September.

Still, to sway Disney shareholders to vote for Peltz or other board members, Trian may need to push for specific ideas or financial engineering that Disney hasn’t already articulated. Iger has said he’ll explore options to sell ABC and other linear networks and is interested in taking on strategic investment partners for ESPN. Peltz may be eager to hear if there’s been any progress on either of these fronts from Disney management during its conference call.

If not, his next move could be a public fight to get himself and others on Disney’s board.

Tune in: CNBC’s Julia Boorstin will interview Disney CEO Bob Iger at 4:05 p.m. ET on “Closing Bell: Overtime.”

Disclosure: NBCUniversal is the parent company of CNBC.

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