ISS recommends Disney shareholders vote for Nelson Peltz at annual meeting

The Trian Group, which beneficially owns over $3.5B of common stock in The Walt Disney Company, announced that proxy advisory firm ISS recommends that Disney shareholders vote “FOR” Nelson Peltz and “WITHHOLD” on Maria Elena Lagomasino on Trian’s BLUE proxy card in connection with Disney’s annual meeting on April 3, 2024. ISS recognizes that Disney has a record of “multi-year underperformance” and emphasizes the need for change on the Disney Board, Trian says, adding that ISS also states that Nelson Peltz, with his “considerable experience on other boards and fiduciary duties owed to a large shareholding group, appears best positioned to bring a shareholder perspective to the Board.” Trian says ISS notes that Rasulo’s “knowledge of (Disney’s) operations… still appears to serve as a solid basis for understanding the company’s current situation.” In addition to Disney’s significant operational deterioration and stock underperformance, ISS noted Disney has failed to adequately address succession and that the Board would benefit from a shareholder representative to hold management to account and to “provide the catalyst that this board apparently needs to improve its effectiveness.” ISS also recommends that shareholders “WITHHOLD” on Maria Elena Lagomasino, stating that she “bears more accountability than most for the failed succession process prior to Iger’s decision to step down in 2020,” and stating that “multi-year concerns surrounding Lagomasino’s role as a compensation committee member strengthen the case that Peltz’s addition, on balance, would appear a net positive.”