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Here is what to know.
Disney is likely to win, but there are no guarantees.
In recent days, Disney has received crucial support in its effort to keep the dissidents off its board. BlackRock, which owns about 80 million Disney shares, voted to elect Disney’s slate on Monday, as did T. Rowe Price, which owns about nine million. Vanguard, which owns about 146 million shares, gave Disney its vote on Tuesday.
But the activists also have supporters. ISS, an influential proxy advisory firm,
partly sided with Mr. Peltz, criticizing Disney’s succession planning. Mr. Peltz also won the backing of Egan-Jones, another advisory firm; it faulted Disney for unnecessarily veering into what it called “the killing fields of the culture wars.”
In voting for Mr. Peltz, the California Public Employees’ Retirement System, or CalPERS, which owns about 6.6 million Disney shares, said the company would benefit from “fresh eyes.” It added that Mr. Peltz was “capable of leading needed change in corporate governance.”
Voting can take place until the last minute.
Soon after the meeting starts at 10 a.m. Pacific time, Trian and Blackwells will have an opportunity to speak. Horacio Gutierrez, Disney’s general counsel, will then announce that the polls have closed and announce the preliminary results.
Close elections are sometimes contested. In 2017, Procter & Gamble announced that its preliminary count of proxy votes showed that it had fended off Mr. Peltz, who was seeking a board seat. A subsequent
vote tally showed that Mr. Peltz won with a margin of 0.0016 percent. The company later said that
certified results showed Mr. Peltz losing but added him to its board anyway.
The election is a referendum on Mr. Iger’s leadership.
While Mr. Peltz and Blackwells have sharply different views on how Disney should be managed — one wants “Netflix-like margins” of up to 20 percent in streaming, the other has floated splitting up the company — they have expressed the same basic motivation: Disney’s stock price is not high enough. The reason? Mr. Iger, they say, has not charted the proper course for Disney.
Shares were trading at about $122 on Tuesday, down from their peak of $197 three years ago.
Mr. Iger has responded like Captain America battling the ruthless Red Skull — that is, with startling force. He insists that a
turnaround plan has taken hold and points to
sharply improved financials, a
new strategy for ESPN in the streaming age and a retrenchment at Marvel Studios to improve movie quality, among other initiatives.
Yes, Disney’s stock is down from three years ago, Mr. Iger has conceded. But it’s up from $81 six months ago.
Brooks Barnes covers all things Hollywood. He joined The New York Times in 2007 and previously worked at The Wall Street Journal.
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