The Walt Disney Company Highlights Strength of its Highly Qualified Board and Clear Strategy to Deliver Growth and Shareholder Value
Disney’s 2024 Annual Meeting will be held on
Board Urges Shareholders to Vote the WHITE Card FOR only Disney’s 12 Nominees
Disney’s Board of Directors urges shareholders to protect their investment and the future of the Company by voting the WHITE proxy card for only Disney’s 12 nominees and not the
Disney has the right strategy to drive profitable growth and value creation for shareholders and has made substantial progress against our objectives to make our business more efficient and effective, including a sharpened focus on our greatest brand and franchise assets, a continued commitment to cutting costs and a reinstatement of the dividend. The Company, its management and the Board remain focused on this building plan, which will position our streaming businesses for sustained growth and profitability, reinvigorate the Company’s film studios, fortify
Further, Disney believes all 12 of its nominees are best qualified to create sustainable shareholder value. The Disney Board of Directors is comprised of engaged, diverse and dynamic leaders whose skills, perspectives and insights are essential in driving profitable growth and delivering on Disney’s strategic priorities as the Company navigates ongoing, industry-wide challenges.
The Disney Board of Directors does not endorse the
The Company’s proxy statement has been filed with the
The full text of the shareholder letter follows.
Dear Fellow Shareholders,
Thank you for your investment in
That is why your vote using the WHITE proxy card FOR the election of ONLY your Board’s 12 nominees at this year’s upcoming Annual Meeting is particularly critical. As detailed in Disney’s proxy statement, two hedge funds,
ELECT THE BOARD BEST QUALIFIED TO CREATE SUSTAINABLE SHAREHOLDER VALUE
Just one year after initiating a strategic overhaul of the Company to restore creativity to the heart of its businesses and establish a more efficient, cost-effective and streamlined approach to operations, the Board and management team of
Delivering on Disney’s significant growth potential will require leadership that has a deep understanding of the Company’s current strengths and assets and entertainment industry expertise – particularly in navigating the myriad disruptive forces that are unique to the media industry today. The Disney Board and management team fully meets these requirements, being comprised of engaged, diverse and dynamic leaders, whose skillsets are closely aligned with the key drivers of our business, including media and entertainment, direct-to-consumer expertise, strategic transformation, technology and innovation and 360-degree brand activation.
With its powerful brands, truly unique portfolio of high-performing businesses,
I. Vote on the WHITE Proxy Card TODAY in Support of ONLY Disney Director Nominees, Not Trian’s or Blackwells’
It is important that you use the WHITE proxy card to vote for the election of only your Board’s 12 nominees:
Your Board does not endorse either of the Trian Group’s nominees (
In contrast to your current directors who have skills and experiences directly relevant to, and closely aligned with, the key drivers of our business and our strategic priorities:
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Mr. Peltz brings no media experience and has presented no strategic ideas for Disney, while Mr. Rasulo’s perspective is stale given he left Disney in 2015 and has not held any executive positions in the industry since. -
Mr. Hatkoff andMs. Solivan do not have any relevant large, public media and entertainment company experience or skills that would assist the Board in continuing to oversee the successful execution of our strategic transformation. -
Ms. Schell would not be an independent director and does not have any experience serving as a director of a public company.
II. Disney’s Board is Optimally Constituted to Oversee Strategy, Growth, Succession Planning and Long-Term Shareholder Value Creation
Disney’s directors possess significant expertise in implementing strategic priorities while creating superior, sustainable shareholder value at some of the most iconic American companies, and have the skillsets, experiences and professional backgrounds representing a diversity of perspectives and characteristics that are particularly relevant to the Company’s business and strategic objectives.
We remain steadfastly invested in Disney’s long-term success and are committed to strong oversight for the Company and its shareholders, as well as Board refreshment and aligning Board skills and experiences with our strategic priorities to continue driving the Company’s strategic transformation for the benefit of all of our shareholders. To that end, the Board recently named two new directors –
The Board remains committed to and actively engaged in the high-priority work of succession planning. In particular, we are confident that new Board member Mr. Gorman’s highly successful tenure leading Morgan Stanley through its own business transformation and his stewardship of a very successful multi-year CEO succession process will be hugely additive to the Board’s efforts in this area. To that end, he was appointed to the Board’s Succession Planning Committee, which remains committed to CEO succession planning and achieving a successful long-term outcome for Disney and its shareholders.
III. Disney Has the Right Strategy to Drive Profitable Growth and Value Creation for Shareholders
Led by a strong Board and management team, Disney is on the right strategic path. The Company has emerged from one of the most challenging periods in its history and is now fully in the midst of a new era of building for future growth and profitability.
We have aggressively executed our key strategic priorities to make Disney’s businesses more efficient and effective, reinvigorated our foundational creative engines and sharpened our focus on our greatest brand and franchise assets. We’ve done this while cutting costs –
Given our strong balance sheet and commitment to cost cutting, we returned to paying our shareholders a cash dividend of
Disney’s
We are intently focused on achieving significant and sustained growth and profitability in our Streaming business. Disney built a leading Direct to Consumer (“DTC”) platform in only four years and we are continuing to improve our DTC offerings with high quality content, best-in-class proprietary advertising tools and a more unified experience that are intended to result in more subscriptions, higher engagement and lower churn. During our Q423 earnings call, we reiterated our expectation of achieving profitability in streaming by the end of FY24 and are working to deliver attractive profit margins in the future.
For the past 100 years, our
We are committed to telling great stories, leaning into our core brands and franchises and reducing overall output to enable us to concentrate on fewer projects and maintain the highest levels of quality. To that end, we are targeting a
With
Additionally, we are optimistic about the prospect of strategic relationships for
Disney is also prioritizing strategic investments to turbocharge growth in our Experiences business, and is planning to invest
Overall, our progress and building strategy have been recognized by investor
IV. Disney is On the Right Path to Deliver Results for its Shareholders
After 100 years, we know Disney continues to have an enduring positive impact on generations of people around the world. We also know that this Company has tremendous resilience and fortitude in times of great change and uncertainty. The Company’s Board and management team are laser-focused on building upon this legacy, driving growth and leveraging our iconic intellectual property, unparalleled franchises and best-in-class portfolio of assets to deliver value for shareholders.
Disney’s Board remains committed to oversight of management as it executes against its strategic vision to drive increased shareholder value and celebrate the creativity and storytelling that have been at the heart of Disney’s iconic legacy.
Your Board recommends that you vote on theWHITE proxy card FOR all 12 of Disney’s nominees. We urge you not to vote using any blue proxy card from the
Thank you again for your continued support of
Sincerely,
The Walt Disney Company Board of Directors
Your vote is extremely important no matter how many shares you own. |
Whether or not you expect to attend the Annual Meeting, please promptly use your WHITE proxy card to vote FOR ONLY your Board’s 12 nominees. (If you received this letter by email, you may simply click the WHITE “VOTE NOW” button in the email.) |
If you have any questions about how to vote your shares, |
please call the firm assisting us with the solicitation of proxies: |
INNISFREE M&A INCORPORATED |
Shareholders may call: |
1 (877) 456-3463 (toll-free from the |
+1 (412) 232-3651 (from other countries) |
Remember, please do not use any blue Trian or green Blackwells proxy card. |
If you inadvertently vote using a blue or green proxy card, you may cancel that vote |
simply by voting again TODAY using the Company’s WHITE proxy card. |
Only your latest-dated vote will count! |
Forward-Looking Statements
Certain statements in this communication may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s expectations; beliefs; plans; strategies; business or financial prospects or outlook; future shareholder value; expected growth and value creation; profitability; investments; cost reductions and efficiencies; content offerings; priorities or performance; and other statements that are not historical in nature. These statements are made on the basis of the Company’s views and assumptions regarding future events and business performance and plans as of the time the statements are made. The Company does not undertake any obligation to update these statements unless required by applicable laws or regulations, and you should not place undue reliance on forward-looking statements.
Actual results may differ materially from those expressed or implied. Such differences may result from actions taken by the Company, including restructuring or strategic initiatives or other business decisions, as well as from developments beyond the Company’s control, including: the occurrence of subsequent events; further deterioration in domestic or global economic conditions or failure of conditions to improve as anticipated, including heightened inflation, capital market volatility, interest rate and currency rate fluctuations and economic slowdown or recession; deterioration in or pressures from competitive conditions, including competition to create or acquire content; consumer preferences and acceptance of our content and offerings, pricing model and price increases, and corresponding subscriber additions and churn, and the market for advertising and sales on our direct-to-consumer services and linear networks; health concerns and their impact on our businesses; international, political or military developments; regulatory or legal developments; technological developments; labor markets and activities, including work stoppages; adverse weather conditions or natural disasters; and availability of content. Such developments may further affect entertainment, travel and leisure businesses generally and may, among other things, affect (or further affect, as applicable): our operations, business plans or profitability, including direct-to-consumer profitability; our expected benefits of the composition of the Board; demand for our products and services; the performance of the Company’s content; our ability to create or obtain desirable content at or under the value we assign the content; the advertising market for programming; income tax expense; and performance of some or all Company businesses either directly or through their impact on those who distribute our products.
Additional factors are set forth in the Company’s Annual Report on Form 10-K for the year ended
Additional Information and Where to Find It
Disney has filed with the
Participants
Disney, its directors and executive officers and other members of management and employees will be participants in the solicitation of proxies with respect to a solicitation by Disney. Information about Disney’s executive officers and directors is available in Disney’s definitive proxy statement for its 2024 Annual Meeting, which was filed with the
View source version on businesswire.com: https://www.businesswire.com/news/home/20240201401622/en/
Media Contacts:
Corporate Communications
(818) 560-4832
david.j.jefferson@disney.com
Corporate Communications
(818) 560-4588
mike.p.long@disney.com
(212) 230-5930
slipin@gladstoneplace.com
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