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Disney Proxy Fight: Nelson Peltz Gains Ground With Egan-Jones Backing

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Nelson Peltz’s Trian Group gained more ground in the proxy fight over Disney’s board on Wednesday as Egan-Jones urged shareholders to vote for Trian’s nominees Peltz and Jay Rasulo ahead of Disney’s annual meeting on April 3. Egan-Jones follows in the footsteps of Industrial Shareholder Services, which backed Peltz (but not Rasulo) last week.

The group recommended shareholders withhold votes for Maria Elena Lagomasino and Michael B.G. Froman.

“We see very little downside and a lot of upsides in putting the Trian Nominees on the Board,” Egan-Jones said in a statement, pointing to the “apparent lack” of a long-term succession plan for Bob Iger, a Board that “appears cutoff and unwilling to engage with investors and the broader market” and “a desire to protect the status quo for as long as possible and at all costs” as reasons for necessary change.

Egan-Jones also said Disney has a business model they believe was built “for the last decade, but not forward looking and flexible enough to ensure success in the next” and singled out “mediocre financial performance.”

Notably ISS only backed Peltz, not Rasulo, but Egan-Jones is backing both of Trian’s nominees. In addition to ISS and Egan-Jones, over a dozen current and former public company directors who worked with Trian and Peltz on their boards have expressed their support for his campaign.

Meanwhile, Disney has received support from Glass Lewis, “Star Wars” creator George Lucas, activist investor ValueAct Capital, J.P. Morgan CEO Jamie Dimon, former Walt Disney Imagineering president Bob Weis and Walt Disney’s grandchildren.

Disney’s board has rejected the Trian nominees, arguing they lack the “appropriate range of talent, skill, perspective and/or expertise to effectively support Disney’s building priorities in the face of continuing industry-wide challenges.” It also has slammed the Peltz and Rasulo’s “track record of value destruction.”

Instead, it recommends that shareholders vote for its 12 board nominees, which include CEO Bob Iger, Mary Barra, Safra Catz, Amy Chang, Carolyn Everson, Michael Froman, Maria Elena, Lagomasino, Calvin McDonald, Mark Parker and Derica Rice, as well as recent appointees James Gorman and Jeremy Darroch.

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