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Disney proxy fight heats up as Nelson Peltz increases pressure for board seat

Walt Disney Co. has rushed to the defense of a board member who is now a target of activist shareholder Nelson Peltz amid his high-profile campaign for influence at the Burbank entertainment behemoth.

On Thursday, Peltz’s hedge fund, Trian Fund Management, asked Disney shareholders to boot board member Michael B.G. Froman to make room for Peltz on Disney’s 12-member board.

In a letter to Disney investors, Trian said it was “essential” that shareholders vote for Peltz and reject Froman by voting to “withhold” support for Froman’s reelection. “If you do not “WITHHOLD” on Michael B.G. Froman, this could jeopardize the goal of electing Nelson Peltz to the Board,” said the Trian letter to Disney shareholders.

But in its own letter, Disney encouraged shareholders to reject Trian’s request.

“Your Board does not endorse Mr. Peltz (or his son) as a nominee and believes that his election would threaten our efforts to manage Disney for all shareholders,” the company said. “Over more than six months of engagement with Mr. Peltz … he has demonstrated that he does not understand Disney’s businesses and he lacks the perspective and experience to contribute to the objective of delivering shareholder value in a rapidly shifting media ecosystem.”

Peltz’s aggressive campaign to shake up the Disney board comes less than three months after CEO Bob Iger returned to the legendary company to restore stability and its creative footing. Iger now must contend with numerous brush fires that broke out during the past three years, including refining Disney’s streaming strategy by focusing on profits rather than just subscriber growth. Iger also has dismantled the organizational structure imposed by former Disney’s chief Bob Chapek, whose less than three-year run was seen as a disappointment.

Iger, before he left the company at the end of 2021, shaped the board.

President Barack Obama shakes hands with Michael Froman, his nominee for U.S. Trade Representative, at the Rose Garden of the White House in Washington, Thursday, May 2, 2013. (AP Photo/Charles Dharapak)

(Charles Dharapak / Associated Press)

Froman, a Harvard Law School classmate of former President Obama, has served on Disney’s board since 2018. He worked as U.S. Trade Representative in the second term of the Obama Administration. He was previously deputy national security advisor for international economic policy during Obama’s first term.

Froman has been vice chairman and president for strategic growth at Mastercard Inc. since 2018. Before joining the Obama Administration, Froman worked a decade at banking giant Citigroup. Early in his career, Froman worked in the Clinton White House.

Disney described Froman as “a highly valued member of the board with deep background in global trade and international business, who the board believes is far better qualified than either Mr. Peltz or his son to help drive value for shareholders.”

“Mr. Froman’s decades of experience in business and international affairs are critical to helping Disney assess the risks and opportunities in an increasingly complex global marketplace, given its strategic focus on global growth of its customer base and innovation in changing markets,” Disney said in a statement.

The company noted his experience in “issues affecting the digital economy, the usage and protection of data, and intellectual property rights, all of which are critical to Disney’s business.”

Peltz, 80, has been meeting with Disney executives and board members for months in order to gain a seat on the Burbank entertainment giant’s board of directors, but his overtures were repeatedly rebuffed. His next move is to try to get himself elected by Disney shareholders, who will vote at the company’s upcoming annual meeting. A date has not been announced.

Peltz, known for proxy fights with companies including Procter & Gamble, recently disclosed his effort to gain a board seat and pressure Disney to correct what he calls “self-inflicted” problems at the company amid its poor stock performance. He listed his grievances on a website called

Disney Chairwoman Susan Arnold recently stepped down. She was replaced by Mark Parker, a former CEO of Nike.

Since Iger returned, Disney shares have gained 20%. Disney shares closed Thursday up nearly 3.5% to $113.20.


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