Disney’s Annual Meeting Will Include a Thrill Ride

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A nasty and expensive fight over board seats will come to a climax Wednesday when shareholders vote on Nelson Peltz’s bid for influence.

“Disruptive and destructive.” That is how Disney has referred to the activist investors who are pushing for seats on its board and influence over its strategy.

In return, the activists have called Disney “stupid” and mocked its purported turnaround as “a fanciful tale.”

Which side will prevail?

One of the largest, priciest and nastiest proxy contests in history will come to a head on Wednesday, when Disney is scheduled to virtually host its annual shareholder meeting. Trian Partners, an activist hedge fund run by Nelson Peltz, 81, has demanded two board seats and spent roughly $25 million pressing its case to other shareholders — to get them to vote for its candidates. A smaller activist investor, Blackwells Capital, is seeking three seats.

Disney has put forward its own slate of 12 directors and has said its get-out-the-vote campaign would cost up to $40 million.

At first, Robert A. Iger, Disney’s chief executive, seemed poised to easily defeat Trian. (Blackwells was never much of a threat.) Prominent Disney shareholders like George Lucas and Laurene Powell Jobs lined up to back him. Disney family members, including Abigail E. Disney, blasted Trian and Blackwells as “wolves in sheep’s clothing.” Analysts (Guggenheim, Macquarie) and shareholder advisory firms (Glass Lewis, ValueEdge) threw cold water on Mr. Peltz’s campaign.

But it has evolved into a much closer contest.

Mr. Iger’s job is not at stake. Now 73 and in his second stint as chief executive, he has vowed to leave Disney for good at the end of 2026. A loss, however, would taint his legacy — and potentially disrupt the company’s approach to streaming, theme park expansion and even the messages embedded in its movies.

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