Parker, a Disney director since 2016 and
Executive Chairman of NIKE, will succeed Susan Arnold as
independent Chairman following Annual Meeting of Shareholders
Board also responds to letter from Trian Group;
recommends shareholders vote FOR all Board nominees and
not support the Trian candidate
The Walt Disney Company (NYSE: DIS) Board of Directors announced
that it has elected independent director Mark G. Parker as Chairman
of the Board, effective following the Annual Meeting of
Shareholders. Mr. Parker, a seven-year member of the Disney Board
and Executive Chairman of NIKE, Inc., will succeed Susan E. Arnold,
who will not stand for re-election pursuant to the 15-year term
limit under Disney’s Board Tenure Policy. As a result, the size of
the Board will be reduced to 11 members.
“Mark Parker is an incredibly well-respected leader who over
seven years as a Disney director has helped the Company effectively
navigate through a time of unprecedented change,” Ms. Arnold said.
“During his four decades at NIKE, Mark has led one of the world’s
most recognized consumer brands through various market evolutions
and a successful CEO transition, and he is uniquely positioned to
chair the Disney Board during this period of transformation.”
“Mark Parker’s vision, incredible depth of experience and wise
counsel have been invaluable to Disney, and I look forward to
continuing working with him in his new role, along with our other
directors, as we chart the future course for this amazing company,”
said Robert A. Iger, Chief Executive Officer, The Walt Disney
Company. “On behalf of my fellow Board members and the entire
Disney management team, I also want to thank Susan for her superb
leadership as Chairman and for her tireless work over the past 15
years as an exemplary steward of the Disney brand.”
Said Mr. Parker: “I am honored to have the opportunity to serve
as Disney’s Chairman, and I look forward to working closely with
Bob and his management team on a strategy of growth that balances
investment with profitability, while preserving Disney’s core
mission of creative excellence, to deliver shareholder value. At
the same time, it is the top priority of mine and the Board’s to
identify and prepare a successful CEO successor, and that process
has already begun.”
Mr. Parker will also chair a newly created Succession Planning
Committee of the Board, which will advise the Board on CEO
succession planning, including review of internal and external
candidates. Mr. Parker served as NIKE’s Chairman and CEO until
2020, when he became Executive Chairman.
The Walt Disney Company Board has continued to evolve to ensure
it has the right combination of backgrounds, skill sets and
perspectives to guide the Company into the future. Today, Disney’s
directors bring experience across a relevant range of disciplines,
including brand, marketing and retail, direct-to-consumer
expertise, and technology and innovation.
The Board is nominating for re-election at the Company’s Annual
Meeting incumbent directors Mary T. Barra, Safra A. Catz, Amy L.
Chang, Francis A. deSouza, Carolyn Everson, Michael B.G. Froman,
Robert A. Iger, Maria Elena Lagomasino, Calvin R. McDonald, Mark G.
Parker and Derica W. Rice.
Board Responds to Trian Partners Nomination by Recommending
Shareholders vote for all of the Company’s Nominees
Trian Partners L.P. and Trian Partners Parallel Fund I, L.P.,
wholly owned subsidiaries of Trian Fund Management, L.P., along
with other entities affiliated with Nelson Peltz (collectively, the
“Trian Group”), have nominated Nelson Peltz for election as
director at the Annual Meeting in opposition to the nominees
recommended by the Board, and brought a proposal to amend Disney’s
Bylaws.
The Walt Disney Company remains open to constructive engagement
and ideas that help drive shareholder value. While senior
leadership of The Walt Disney Company and its Board of Directors
have engaged with Mr. Peltz numerous times over the last few
months, the Board does not endorse the Trian Group nominee, and
recommends that shareholders not support its nominee, and instead
vote FOR all the Company’s nominees (noted above).
The Walt Disney Company has had a long-term track record of
financial and creative success, built on the ability to leverage
its rich intellectual property and unparalleled storytelling across
its many businesses, from theatrical, streaming and linear
broadcast to parks and resorts, and one of the most resonant names
in sports, ESPN. Mr. Iger’s mandate is to use his two-year term and
depth of experience in the industry to adapt the business model for
the shifting media landscape, rebalancing investment with revenue
opportunity while bringing a renewed focus on the creative talent
that has made The Walt Disney Company the envy of the industry. Mr.
Iger has already taken decisive steps to realign content creation
and distribution, and reposition Disney’s streaming platforms and
linear broadcast and cable networks for enhanced profitability for
the Company.
Under Mr. Iger’s first tenure as CEO from September 2005 through
February 2020, the Company’s total shareholder return was 554%,
which exceeded the S&P 500 total shareholder return of 244%.
The company’s market capitalization grew nearly fivefold during his
tenure from $48 billion to over $230 billion.
The Board of The Walt Disney Company has been continually
refreshed, with a focus on directors whose industry experience is
additive to the company’s strategic priorities. The average tenure
of the current Board is four years, with three directors serving
fewer than two years, and in addition the Board is led by an
independent chairman.
The Company expects to file preliminary materials with respect
to the 2023 Annual Meeting of Stockholders shortly and looks
forward to communicating with its stockholders once definitive
proxy materials are available. The date of the Annual Meeting has
not yet been announced.
Forward-Looking Statements
Certain statements in this press release may constitute
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements
regarding mandates, profitability, the future, business plans 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: further deterioration in domestic and
global economic conditions; deterioration in or pressures from
competitive conditions; consumer preferences and acceptance of our
content, offerings, pricing model and price increases and the
market for advertising sales on our DTC services and linear
networks; health concerns and their impact on our businesses;
international, regulatory, political or military developments;
technological developments; labor markets and activities; adverse
weather conditions or natural disasters; legal or regulatory
changes; each such risk includes the current and future impacts of,
and is amplified by, COVID-19 and related mitigation efforts. 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; and demand for our products and services.
Additional factors are set forth in the Company’s Annual Report
on Form 10-K for the year ended October 1, 2022 under the captions
“Risk Factors,” “Management’s Discussion and Analysis,” and
“Business,” and subsequent filings with the Securities and Exchange
Commission.
Additional Information and Where to Find it
Disney intends to file with the SEC a proxy statement on
Schedule 14A, containing a form of WHITE proxy card, with respect
to its solicitation of proxies for Disney’s 2023 Annual Meeting of
Shareholders. This communication is not a substitute for any proxy
statement or other document that Disney may file with the SEC in
connection with any solicitation by Disney.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED
BY DISNEY AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN
THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION.
Investors and security holders may obtain copies of these documents
and other documents filed with the SEC by Disney free of charge
through the website maintained by the SEC at www.sec.gov. Copies of
the documents filed by Disney are also available free of charge by
accessing Disney’s website at www.thewaltdisneycompany.com.
Participants
This communication is neither a solicitation of a proxy or
consent nor a substitute for any proxy statement or other filings
that may be made with the SEC. Nonetheless, Disney, its directors
and executive officers and other members of management and
employees may be deemed to 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
Annual Report on Form 10-K for the year ended October 1, 2022,
which was filed with the SEC on November 29, 2022, and in its proxy
statement for the 2022 Annual Meeting of Shareholders, which was
filed with the SEC on January 19, 2022, and in its Current Reports
on Form 8-K filed with the SEC on June 28, 2022, September 30, 2022
and November 21, 2022. To the extent holdings of Disney securities
reported in the proxy statement for the 2022 Annual Meeting or in
such Form 8-K have changed, such changes have been or will be
reflected on Statements of Change in Ownership on Forms 3, 4 or 5
filed with the SEC. These documents are or will be available free
of charge at the SEC’s website at www.sec.gov.
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Media Contacts:
David Jefferson Corporate Communications The Walt Disney Company
(818) 560-4832
Steve Lipin Gladstone Place Partners (212) 230-5930
Investor Relations Contact:
Alexia Quadrani Investor Relations The Walt Disney Company (818)
560-6601
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