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Trian believes that Disney is in crisis, with challenges such as poor corporate governance, poor strategy and operations, and poor capital allocation weighing on investor sentiment.
Trian Fund Management, an investment firm whose funds collectively own approximately 9.4 million shares of Walt Disney Co (NYSE:DIS) valued at roughly $900 million, has announced that it will file a preliminary proxy statement with the Securities and Exchange Commission for the election of Nelson Peltz, Trian’s CEO and Founding Partner, to Disney’s Board of Directors at the 2023 Annual Meeting of Shareholders.

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Trian Shocks Disney
“Trian’s objective is to create sustainable, long-term value at Disney by working WITH Bob Iger and the Disney Board. We recognize that Disney is undergoing a period of significant change, and we are NOT trying to create additional instability,” the activist said on its campaign website, complete with video. 
That’s likely impossible.
Peltz pulled no punches, instead unloading a decidedly unflattering portrait of the personal project Bob Iger seems committed to pursuing to the grave.
The activist said Wednesday that despite its significant advantages, including unrivaled global scale, irreplaceable brands, and opportunities to monetize its intellectual property, the company’s recent share price and operating performance has been disappointing.
Disney shares are trading near an 8-year low, and the company’s total shareholder return has underperformed the S&P 500 over 1-year, 3-year, 5-year and 10-year periods by -24%, -60%, -66%, and -116%, respectively, Peltz protested.
“Disney has an incredible portfolio of assets, but the current performance is unacceptable. The company is in crisis, and it’s time for real change on the Board of Directors. Disney is not living up to its full potential, and shareholders have suffered as a result,” Trian argued in prepared remarks on Wednesday.
Trian believes that Disney’s recent performance reflects the hard truth that it is a company in crisis with many challenges weighing on investor sentiment, specifically poor corporate governance, poor strategy and operations, and poor capital allocation.
Trian cites examples such as a failed succession plan, “over-the-top” compensation practices, minimal shareholder engagement, a flawed Direct-to-Consumer strategy, lack of overall cost discipline, over-earning in the Parks business, and poor judgment on recent M&A efforts, resulting in increased financial leverage and deteriorating cash flow, even resulting in the elimination of a dividend that had been paid for 50+ years.
Trian believes that by electing Peltz to the Board of Directors, Disney will be able to address these challenges and restore the magic that has made the company one of the most advantaged consumer entertainment companies in the world. 
Article by Greg Morcroft, Fintel

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