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https://seekingalpha.com/news/4083372-disney-board-fight-draws-new- arguments-from-trian-blackwells

The battle for the board at Walt Disney (NYSE:DIS) is heading into its
final week, with developments Monday on both fronts.

Activist investor Nelson Peltz and his Trian Group have nominated two
director candidates -- Peltz and former Disney Chief Financial Officer Jay Rasulo -- while Blackwells Capital has put up three.

Peltz and Trian released a statement Monday highlighting that they don't
have an issue with Disney (DIS) CEO Bob Iger, but that change is needed
for board oversight.

"Trian believes Disney’s problems lay at the feet of the Board, which
lacks focus, alignment and accountability," the firm said. "Although the
Board members are accomplished professionals, they are extraordinarily
busy, have invested almost none of their own money in Disney stock and
have failed to heed investor input," leading to questionable strategic and capital allocation decisions.

Trian supports Iger for the board and CEO position, while saying that the
board overall "botched its most important job -- CEO succession" by
putting Bob Chapek in the role. Disney's defense has focused on supporting Iger, Trian notes, but "This election is a board election."

At Blackwells, meanwhile, the focus has shifted to slamming Peltz's push.

"Shareholders, particularly those who espouse the principles of good
corporate governance and believe there is a need for change at Disney
(DIS), do not have to accept the false dichotomy of Mr. Peltz or the
status quo Board," the firm said, adding the board doesn't need nominees "driven by personal grievances or animus towards management" like Trian's.

Among influential proxy advisory firms, Glass Lewis has backed Disney's director slate, while Institutional Shareholder Services (ISS) has backed Peltz's candidacy, but not Rasulo's.

Disney stock (DIS) is among the top big-name gainers in Communication
Services stocks at midday Monday, up 2.2%. It's also benefiting from an
upgrade at Barclays to Overweight, based on a "recent narrative reset."

Disney (DIS) will hold its annual meeting in just over a week, on April 3.


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