Disney’s SEC Filing Targets Nelson Peltz and Includes ‘Key Strategic Changes’ Including Park “Value” and “Flexibility”


The Walt Disney Company has filed “soliciting materials” with the SEC in what appears to be a campaign to appeal to shareholders during their “2023 Annual Meeting of Shareholders.” Included is their wording against Nelson Peltz, Key strategic changes they want to make, including “value” to parks, and a defense of the Fox acquisition.  The document is about making a case for why the “The current Disney board is the right board for Shareholders.”

This filing contains “forward looking statements. Here is the quote about their preliminary proxy statement:

“Disney has filed with the SEC a preliminary proxy statement on Schedule 14A, containing the form of a WHITE proxy card, with respect to solicitation of proxies for Disney’s 2023 Annual Meeting of Shareholders. The proxy statement is in preliminary form and Disney intends to file and mail a definitive proxy statement to stockholders of Disney.”

It starts off with a list of reasons the current board should remain in place.

They add a graphic of “Board Stats” that include:

  • “10 of 11 directors are independent per NYSE guidelines”
  • “6 year average director tenure”
  • “5 directors have Fortune 500 CEO or CFO experience”
  • “7 directors are either gender or ethically diverse”

That’s all fine and good but this board was behind putting the company where it is now, including allowing the price hikes, lowered guest experience, and choices that are pushing people away.

But I digress.

The document then goes on to discuss the “Key Strategic Changes that management is currently implementing.”

The Points include: 

  • “Reorganizing leadership structure to put more decision-making back in the hands of the creative teams.”
  • “Implementing cost reduction plan and streamlining our organizational structure to enhance productivity.”
  • “Prioritizing streaming profitability (in addition to revenue and subscriber growth.)”
  • “Improving Guest experience by providing more value and flexibility”

Keep in mind, these points are to win over shareholders with promises about how they will make it better for them or make them more money. The parks improvements are more about getting guests back to make money than it is actual guest satisfaction. But it’s a potential win for guests either way.

Here’s what it’s all actually about

The next slide spells out what this whole document is about. It’s about asking shareholders to keep the current board in it’s place and Nelson Peltz out.

Nelson Peltz does not understand Disney’s business and lacks the skills and experience to assist the board in delivering shareholder value in a rapidly shifting media ecosystem.

Again. It’s about shareholder value and not about customer or guest experience. Money is the center of all of this.

Then it goes on to discuss all the Bob Iger has done (while leaving out the stuff like Genie+ that he was behind and guests hate.)

The charts discuss how “Bob Iger created significant value for Disney Shareholders”

The next graphic uses quotes from CNBC and The Hollywood Reporter about how Bob Iger’s “acquisitions transformed Disney…”

While I will give you that Pixar was a great investment, the films have been relegated to Disney+ as of late. Star Wars and Marvel are declining in returns as of late and it seems fans are fatigued by the amount of content.

Another graphic tries to justify Bob Iger’s purchase of Fox, for which MANY have said he far over paid for at over $71 billion.

They also make sure to have a column about “What Trian (Nelson Peltz’s company) is missing.”

It then discusses why they feel Trian’s analysis is wrong about Disney given that their issues were mostly pandemic driven, which is true for most companies.

They even post a graphic about Trian’s statements, implying they are fiction.

I would argue it’s misleading from both sides of the argument as they are just quotes without context. Perhaps in the actual mailing there will be links in place to the entire article. Which would be better overall.

They end the presentation with a list of interactions Peltz has had with Disney and a Net Debt and Leverage Reconciliation chart.

Looking at this presentation it’s definitely being made to sway shareholders to their side, which is understandable. But the park about parks having more value and flexibility is what most of us want to know more about. That is the most encouraging aspect of this filing.

Hopefully it means that Iger is going to follow through with his statements about rolling back park costs. So far that has been seen in Disneyland with more $104 park ticket days, but we need to see some of those price roll backs at Walt Disney World as well.

As far as flexibility I’m hoping we see the end of the Park Reservation system and the return of full Park Hopping. However, recent comments from chairperson of Walt Disney Parks and Resorts, Josh D’Amaro have me thinking the Park Reservations will stay.

Recently he said:

It’s a guest experience issue. This all starts with guest experience, and having been in this business for as long as we have been, we know what constitutes a great guest experience. We know that there are certain attendance thresholds that can potentially deteriorate the experience. So the reservation system change that we’ve made is completely premised on wanting to deliver [you] the best experience I possibly can. And to do that, I’m asking my guests to make reservations, which is change. Change isn’t easy, particularly for Disney, where everybody watches every single move that we make, and if you change something that’s tradition, or the way that it’s always been, it’s hard.”

That statement leads me to believe the Park Reservations will stay.
I look forward to seeing where this all goes.
The entire filing can be viewed HERE.
What do you think? Comment and let us know!


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