Disney and CEO Get Support From ‘Star Wars’ Creator in Proxy Fight


Walt Disney and its Chief Executive Bob Iger in their proxy fight against activist investor Nelson Peltz. The “Star Wars” creator and one of Disney’s biggest individual shareholders said Tuesday that he was confident in the company’s leadership in their battle against Peltz, whose hedge fund Trian Partners is trying to seize two board seats. “Creating magic is not for amateurs,” Lucas said. “I remain a significant shareholder because I have full faith and confidence in the power of Disney and Bob’s track record of driving long-term value. I have voted all of my shares for Disney’s 12 directors and urge other shareholders to do the same.” Trian and another activist hedge fund, Blackwells Capital, are trying to wrangle shareholder support to gain seats on the board and challenge Iger’s strategy to raise the company’s stock price. Peltz and former Marvel executive Isaac “Ike” Perlmutter want Disney to find a clear successor to Iger, boost its streaming margins and improve output from its studios. Trian wants the board to be more focused, accountable and aligned with shareholder interests. Among the activist’s suggestions for Disney include shrinking Hulu and improving the guest experience at its theme parks. Trian wants Disney to increase shareholder returns, which the firm believes lags behind others in the media business and the broader market. Iger has tried to reassure Peltz by cutting Disney’s budget and laying off workers. Still, Disney said in a presentation this month that Peltz’s proposed approach would damage the company and shows he understands little about Disney’s business. “You don’t manage creativity the way you manage a hedge fund,” Disney said. Disney shares rose slightly in Tuesday’s trading, closing at $114.51. The stock has risen by 27% so far this year. The share price is roughly unchanged over the past five years. The proxy battle is expected to be Disney’s most-expensive board fight. The company and the hedge funds could spend more than $70 million ahead of the April 3 shareholder vote on marketing, social-media blitzes and proxy solicitors who are similar to campaign strategists. Peltz said last year he planned to nominate himself and former Disney Chief Financial Officer Jay Rasulo to Disney’s board. Lucas is the latest high-profile name to come out in support of Iger and Disney in the company’s proxy fight against Peltz. The descendants of Walt Disney and his late brother Roy O. Disney backed the company, and proxy adviser Glass Lewis has recommended that shareholders vote for Disney’s director nominees. On Monday, Glass Lewis said it struggles to see Trian’s ideas as a net gain for investors. Disney in 2012 paid $4.05 billion in cash and stock to acquire Lucasfilm, the company that produced the “Star Wars” films. Disney has since invested heavily in the franchise, creating “Star Wars” attractions at theme parks and producing several films and TV shows. Lucas, who founded Lucasfilm, became a big shareholder in Disney. His support in the proxy fight could help Disney spread the word to the millions of individual investors who together control more than one-third of the company’s stock. “When I sold Lucasfilm just over a decade ago, I was delighted to become a Disney shareholder because of my longtime admiration for its iconic brand and Bob Iger’s leadership,” Lucas said Tuesday. “When Bob recently returned to the company during a difficult time, I was relieved. No one knows Disney better.” Disney Chief Executive Bob Iger, in white shirt, and George Lucas, who founded Lucasfilm and is a big shareholder in Disney.


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