Later today, the Walt Disney Company will host its annual shareholder meeting—one that should close the chapter on a heated boardroom battle. 

The dispute has been brewing for several months, with pressure primarily mounting from activist investor Nelson Peltz, co-founder of management firm Trian Partners, which has a 1.8% stake in Disney (roughly 32.3 million shares). 

January was a busy month of posturing and positioning. First Trian put forth Peltz and former Disney CFO Jay Rasulo as nominees to join the board and take up the spots of current board directors Maria Elena Lagomasino and Michael Froman. Then Disney announced its own 12-nominee slate, including CEO Bob Iger and corporate bigwigs like General Motors CEO Mary Barra and Lululemon Athletica CEO Calvin McDonald. And finally, New York-based Blackwells Capital (another activist investor) entered the proxy fight with three nominees of its own.

Investors have been busy casting their votes this week to determine the board of directors in the lead-up to today’s crucial meeting, with early media reports putting Disney in the lead.

Over the past year, Peltz has leveled strong criticism against Disney, much of which is outlined in a white paper that was released as part of Trian’s “Restore the Magic” campaign. Among other things, he points to box-office underperformances, lack of planning around its streaming biz and chronic succession-planning problems—which saw Iger return to the company in 2022 to replace short-lived CEO Bob Chapek. Ultimately, the white paper argues that the media giant has “lost its way over the past decade” and that shareholder return has suffered due to “poor oversight from a board that lacks focus, alignment and accountability” and is in need of fresh representation. 

Meanwhile, Disney hit back in a “Correcting Trian’s fiction with facts” presentation last month, criticizing the management firm’s white paper for lacking substance and correcting numerous claims (for instance, Disney notes that its streaming business is actually on track to break even in 2024). It also called out Peltz’s “silent partner” Ike Perlmutter, the ex-CEO of Marvel Entertainment who departed last March amid Disney’s restructuring. Shareholders were asked to take note that Perlmutter is “a disgruntled former Disney employee” who had a difficult history with Iger and owns a majority (79%) of the shares Peltz claims to own. The presentation emphasized, “Peltz’s slate, including his silent partner Ike Perlmutter, would harm Disney, jeopardize our strategic transformation, and create maximum disruption in the boardroom.” 

Iger also reassured shareholders at last month’s Morgan Stanley TMT Conference, where he outlined how Disney was charting a course back to profitability and creative excellence. The company’s new strategies range from a quality-over-quantity approach at Marvel Studios, to a significant bet on gaming to engage young audiences via a US$1.5-billion investment in Epic Games.

Influential names have come out in support of Disney in the proxy fight, including Star Wars franchise creator George Lucas; businesswoman Laurene Powell Jobs, who is the widow of Apple co-founder Steve Jobs; former Disney CEO Michael Eisner; and the grandchildren of Walt and Roy Disney.

Meanwhile, Trian’s support includes endorsements from the proxy advisory firms Institutional Shareholder Services and Egan-Jones Ratings, in addition to Perlmutter. And most recently, US pension fund CalPERS—which owns 6.65 million shares in Disney—also came out in favor of Peltz and Rasulo last week.

Disney’s shareholder meeting begins at 10:00am PST today, with a live webcast available.

Image credit: Christian Thompson/Disneyland Resort