DFAN14A 1 p24-0189dfan14a.htm THE WALT DISNEY COMPANY

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant ¨

Filed by a Party other than the Registrant þ

Check the appropriate box:

¨ | Preliminary Proxy Statement
¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨ | Definitive Proxy Statement
¨ | Definitive Additional Materials
þ | Soliciting Material Under Rule 14a-12

The Walt Disney Company

(Name of Registrant as Specified in Its Charter)

Trian Fund Management, L.P.

Trian Fund Management GP, LLC

Nelson Peltz

Peter W. May

Matthew Peltz

Josh Frank

James A. Rasulo

Trian Partners, L.P.

Trian Partners Parallel Fund I, L.P.

Trian Partners Master Fund, L.P.

Trian Partners Co-Investment Opportunities Fund, Ltd.

Trian Partners Fund (Sub)-G, L.P.

Trian Partners Strategic Investment Fund-N, L.P.

Trian Partners Strategic Fund-G II, L.P.

Trian Partners Strategic Fund-K, L.P.

Isaac Perlmutter

The Laura & Isaac Perlmutter Foundation Inc.

Object Trading Corp.

Isaac Perlmutter T.A.

Zib Inc.

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ | No fee required.

☐ | Fee paid previously with preliminary materials.

☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Trian Fund Management, L.P. (“Trian”) launched Facebook, LinkedIn, X (formerly known as Twitter), Instagram, Reddit and YouTube pages (the “Social Media Pages”) regarding The Walt Disney Company (the “Company”). Copies of the contents of the Social Media Pages are attached herewith as Exhibit 1. Trian has also launched a website in connection with its solicitation of shareholders of the Company, which is available at www.restorethemagic.com (the “Website”). Copies of the materials posted to the Website are filed herewith as Exhibit 2. From time to time, Trian may publish the advertisements attached herewith as Exhibit 3 to the Social Media Pages, search engines and other social media platforms that will direct viewers to the Website.

On January 18, 2024, Trian issued a press release (the “Press Release”) related to the Company, which Trian also simultaneously published to the Website. A copy of the Press Release is attached herewith as Exhibit 4. From time to time, Trian or its affiliates may publish the Press Release, or portions thereof, to the Social Media Pages or otherwise disseminate to shareholders of the Company. Information about the Participants and a description of their direct or indirect interests by security holdings or otherwise is filed herewith as Exhibit 5.

The following contains statements by Trian that, beginning on January 18, 2024, will be advertised on search engines and social media platforms that will direct viewers to the Website. In some cases, references to “Disney” in these statements may be replaced with “DIS.”

Disney has Underperformed

Meet Trian's Board Nominees

Disney's Board Needs Focus

Disney's Board Needs Alignment

Restore the Magic at Disney

Disney's stock (including dividends) has underperformed both the S&P 500 and peers

We believe the Disney board is too closely connected to a long-tenured CEO

We believe the Disney board is too disconnected from shareholders' interests

Trian and other shareholders remain committed to a long-awaited turnaround. Learn more

It's time to #RestoreTheMagic

Meet Trian's Board Nominees

The Board Needs Focus

The Board Needs Alignment

The company's stock (including dividends) has underperformed both the S&P 500 and peers

We believe the Board is too closely connected to a long-tenured CEO

We believe the Board is too disconnected from shareholders' interests

Trian and other shareholders remain committed to a long-awaited turnaround. Learn more

Exhibit 1

Exhibit 2

Exhibit 3

Exhibit 4

TRIAN FILES PRELIMINARY PROXY STATEMENT FOR DISNEY’S 2024 ANNUAL MEETING

NEW YORK, January 18, 2024 – Trian Fund Management, L.P. (together with its affiliates, “Trian”, “our”, “we” or “us”), which beneficially owns $3 billion of common stock in The Walt Disney Company (NYSE: DIS) (“Disney” or the “Company”), today filed a preliminary proxy statement with the Securities and Exchange Commission (“SEC”) in connection with its nomination of Nelson Peltz and James A. (“Jay”) Rasulo for election to the Disney Board of Directors (the “Board”) at the Company’s 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”).

“It is unfortunate that a company as iconic as Disney and with so many challenges and opportunities has refused to seriously engage with us, its largest active shareowner, about board representation,” said Nelson Peltz, Trian’s CEO. “Instead of having a boardroom that would include directors with an ‘ownership mentality’ that can bring fresh perspectives to the Company’s challenges, Disney is resisting change and asking shareholders to endorse a Board comprised mainly of legacy directors (and their hand-picked successors) who have repeatedly failed to properly plan for CEO succession, misaligned the incentives of management, and failed to oversee or drive a strategy to get the streaming business to profitability or the studios to produce good content. Are Disney shareholders really to believe the current Board is able to heal these self-inflicted wounds?”

Mr. Peltz continued, “We respectfully believe the answer to that question is ‘no’ and we will seek the support of shareholders for meaningful change in the Board’s composition. It is time to ‘Restore the Magic’ at Disney.”

Despite Disney’s unrivaled scale, unparalleled customer loyalty, irreplaceable intellectual property, and an enviable commercial flywheel, Disney’s total shareholder return (“TSR”) is significantly lower than its peers and the broader market over every relevant period during the last decade, and over the tenure of each non-management director.i

| Relative TSR Ending October 6, 2023[i]
Disney’s TSR Relative To: | FQ1’23 Earnings | 1-Year | 3-Year | 5-Year | 10-year
S&P 500 | (32%) | (34%) | (66%) | (89%) | (168%)
Peer Companies | (40%) | (48%) | (35%) | (77%) | (401%)

Trian believes this underperformance is the result of a Board that has failed to adequately perform its primary responsibilities as stewards of shareholder capital. Trian has therefore nominated two candidates for the Disney Board, Nelson Peltz and Jay Rasulo, each of whom has significant consumer brand expertise, financial acumen and a shareholder-first mindset. Mr. Peltz is the CEO of Trian, Disney’s largest active shareholder. Mr. Rasulo is Disney’s former Chief Financial Officer and was Chairman of Disney’s Parks and Resorts Worldwide.

Messrs. Peltz and Rasulo believe the role of the Board is to set achievable but ambitious goals and challenge the executive team to develop a detailed strategy and plan of execution for achieving those goals. A major problem at Disney, in Trian’s view, is that the goals have been amorphous and the execution poor.

Put very simply, Trian intends to work with the Board to help drive Disney’s outperformance with tangible targets, goals, and true accountability:

Acknowledged Issue | Disney’s Current Path[ii] | Trian’s Goals & Initial Perspectives
Corporate Governance | Preserve as much of the status quo as possible by playing defense – evidenced by limited changes to compensation and succession processes | Adopt best-in-class governance; finally complete a successful CEO succession; and align management pay with performance
Streaming Profitability | “Focused on achieving significant and sustained profitability” – no guidance or tangible targets beyond breakeven | Target and achieve Netflix-like margins of 15-20% by FY 2027
Future of ESPN | “Building ESPN into the preeminent digital sports platform” – lacking a tangible business plan or defined cost to shareholders | Commit to a reasonable, defined payback period and return profile on ESPN Flagship DTC and communicate it in detail prior to launch
Studio Creativity | “Improving the output and economics of our film studios” | Board-led review of creative processes and structure to restore leadership accountability and reclaim #1 box office position w/ leading economics
Parks and Experiences Growth | “Strategically investing in our Experiences business to turbocharge growth” | Execute on a clear vision for Parks targeting at least high-single digit operating income growth to ensure adequate returns on ~$60bn of capex

- 1 -

“We will have much more to say about these goals and the initiatives necessary to achieve them when we release our full presentation to shareholders,” continued Mr. Peltz. “But to be clear, Disney needs to again be the beacon of strategic clarity and exceptional execution it once was. No Disney shareholder should be content with the current strategic muddle or have to endure failed execution without accountability.”

Jay Rasulo added, “Nelson and I are not about strategic platitudes or soft goals. As Disney Board members, we would expect to help drive Disney’s financial performance by working with other Board members to set demanding but realistic goals (to which executive compensation will be tied) and provide rigorous oversight to help ensure accountability for operational execution and capital allocation. Disney was founded and built by owners. We believe restoring the magic at Disney starts with a focused, aligned and accountable board, intensely committed to returning an ‘ownership mentality’ to the boardroom. That, and a heavy dose of best-in-class corporate governance is the medicine Disney needs to fix its ailing shareholder returns.”

Biographical information on Trian’s nominees and additional materials can be found at RestoreTheMagic.com and on LinkedIn, Facebook, X and Instagram.

Trian expects that the 2024 Annual Meeting will take place in the Spring of 2024. Shareholders do not need to take any action at this time.

About Trian Fund Management, L.P.

Founded in 2005, Trian Fund Management, L.P. (“Trian”) is a multi-billion dollar investment management firm. Trian is a highly engaged shareowner that combines concentrated public equity ownership with operational expertise. Leveraging the 40+ years’ operating experience of our Founding Partners, Nelson Peltz and Peter May, Trian seeks to invest in high quality but undervalued and underperforming public companies and to work collaboratively with management teams and boards to help companies execute operational and strategic initiatives designed to drive long-term sustainable earnings growth for the benefit of all stakeholders.

Media Contacts:

Anne A. Tarbell

(212) 451-3030

atarbell@trianpartners.com

Paul Caminiti / Pamela Greene / Jacqueline Zuhse

Reevemark

(212) 433-4600

Trian@reevemark.com

Investor Contacts:

Matthew Peltz

(212) 451-3060

mpeltz@trianpartners.com

Ryan Bunch

(212) 451-3176

rbunch@trianpartners.com

Bruce Goldfarb / Pat McHugh

Okapi Partners LLC

(212) 297-0720

(877) 629-6357

info@okapipartners.com

Edward McCarthy / Richard Grubaugh / Thomas Germinario

D.F. King & Co., Inc.

(212) 229-2634

Disney@dfking.com

- 2 -

Disclaimer

Except as otherwise set forth in this press release, the views expressed in this press release reflect the opinions of Trian Fund Management, L.P. and its affiliates (“Trian”), and are based on publicly available information with respect to the Company. Trian recognizes that there may be confidential information in the possession of the Company that could lead it or others to disagree with Trian’s conclusions. Trian reserves the right to change any of its opinions expressed herein at any time as it deems appropriate and disclaims any obligation to notify the market or any other party of any such change, except as required by law. Trian disclaims any obligation to update the information or opinions contained in this press release. For the avoidance of doubt, this press release is not affiliated with or endorsed by Disney.

This press release is provided merely as information and is not intended to be, nor should it be construed as, an offer to sell or a solicitation of an offer to buy any security nor as a recommendation to purchase or sell any security. Funds, investment vehicles, and accounts managed by Trian currently beneficially own shares of the Company. These funds, investment vehicles, and accounts are in the business of trading – buying and selling– securities and intend to continue trading in the securities of the Company. You should assume such funds may from time to time sell all or a portion of their holdings of the Company in open market transactions or otherwise, buy additional shares (in open market or privately negotiated transactions or otherwise), or trade in options, puts, calls, swaps or other derivative instruments relating to such shares.

Some of the materials in this press release contain forward-looking statements. All statements contained herein that are not clearly historical in nature or that necessary depend on future events are forward-looking, and the words “anticipate,” “believe,” “expect,” “potential,” “could,” “opportunity,” “estimate,” “plan,” and similar expressions are generally intended to identify forward-looking statements. The projected results and statements contained herein that are not historical facts are based on current expectations, speak only as of the date of these materials and involve risks, uncertainties and other factors that may cause actual results, performances or achievements to be materially different from any future results, performances or achievements expressed or implied by such projected results and statements. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of Trian.

The estimates, projections and potential impact of the opportunities identified by Trian herein are based on assumptions that Trian believes to be reasonable as of the date of this press release, but there can be no assurance or guarantee (i) that any of the proposed actions set forth in this press release will be completed, (ii) that the actual results or performance of the Company will not differ, and such differences may be material, or (iii) that any of the assumptions provided in this press release are accurate.

Important Information

Trian Fund Management, L.P., together with Nelson Peltz, Peter W. May, Josh Frank, Matthew Peltz, Isaac Perlmutter, James A. Rasulo, Trian Fund Management GP, LLC, Trian Partners, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Master Fund, L.P., Trian Partners Co-Investment Opportunities Fund, Ltd., Trian Partners Fund (Sub)-G, L.P., Trian Partners Strategic Investment Fund-N, L.P., Trian Partners Strategic Fund-G II, L.P., Trian Partners Strategic Fund-K, L.P., The Laura & Isaac Perlmutter Foundation Inc., Object Trading Corp., Isaac Perlmutter T.A., and Zib Inc. (collectively, the “Participants”) intend to file a definitive proxy statement and accompanying form of blue proxy card with the Securities and Exchange Commission (the “SEC”) to be used in connection with the 2024 annual meeting of shareholders of the Company.

THE PARTICIPANTS STRONGLY ADVISE ALL SHAREHOLDERS OF THE COMPANY TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV. THE DEFINITIVE PROXY STATEMENT AND ACCOMPANYING BLUE PROXY CARD WILL BE FURNISHED TO SOME OR ALL OF THE COMPANY’S SHAREHOLDERS.

Information about the Participants and a description of their direct or indirect interests by security holdings or otherwise can be found in the preliminary proxy statement on Schedule 14A filed by Trian Fund Management, L.P. with the SEC on January 18, 2024.

[i] Source: FactSet. Note: Disney relative performance measures TSR through 10/06/23 defined as the total return an investor would have received if they purchased one share of stock on the first day of the measured period, inclusive of share price appreciation and dividends paid. 10/06/23 represents the trading day prior to the WSJ article titled “Nelson Peltz Boosts Disney Stake, Seeks Board Seats” by Lauren Thomas and Robbie Whelan reporting on Trian’s increased beneficial ownership in Disney shares and expected request for Board representation; “Peer Companies” represents the simple average of “Media Industry Peers” as defined in Disney’s 2024 Preliminary Proxy Statement and consists of Alphabet, Amazon, Apple, Comcast, Meta, Netflix, Paramount, and Warner Bros. Discovery; “Broader Market” represents the S&P 500 which we highlight here only as a widely recognized index, however, for various reasons the performance of the index and that of the securities mentioned above may not be comparable. One cannot invest directly in an index; Non-management director performance measures TSR from the effective start date of each member (excluding Sir Jeremy Darroch, who was appointed to the Board effective as of 01/09/24) through 10/06/23.

[ii] Source: Company filings and transcripts. Note: All quotes sourced from Disney’s FQ4’23 earnings presentation and call transcript.

- 3 -

Exhibit 5

CERTAIN INFORMATION REGARDING THE PARTICIPANTS

The Participants (as defined below) intend to file a definitive proxy statement and accompanying form of proxy card with the SEC to be used in connection with the 2024 annual meeting of shareholders of The Walt Disney Company (the “Company”).

The “Participants” in this proxy solicitation are currently: (i) Trian Fund Management, L.P., a Delaware limited partnership (“Trian Management”), (ii) Trian Fund Management GP, LLC, a Delaware limited liability company (“Trian Management GP”), (iii) Nelson Peltz, (iv) Peter W. May (“Mr. May”), (v) Matthew Peltz, (vi) Josh Frank (“Mr. Frank”), (vii) James A. Rasulo (“Mr. Rasulo”), (viii) Trian Partners, L.P., a Delaware limited partnership (“Onshore”), (ix) Trian Partners Parallel Fund I, L.P., a Delaware limited partnership (“Parallel”), (x) Trian Partners Master Fund, L.P., a Cayman Islands limited partnership (“Offshore”), (xi) Trian Partners Co-Investment Opportunities Fund, Ltd., a Delaware limited partnership (“Co-Invest”), (xii) Trian Partners Fund (Sub)-G, L.P., a Delaware limited partnership (“Fund G”), (xiii) Trian Partners Strategic Investment Fund-N, L.P., a Delaware limited partnership (“Strategic N”), (xiv) Trian Partners Strategic Fund-G II, L.P., a Delaware limited partnership (“Strategic G-II”), (xv) Trian Partners Strategic Fund-K, L.P., a Delaware limited partnership (“Strategic K,” together with Onshore, Parallel, Offshore, Co-Invest, Fund G, Strategic N and Strategic G-II, the “Trian Funds” and the Trian Funds together with Trian Management and Trian Management GP, “Trian,” and Trian together with Nelson Peltz and Mr. May, the “Trian Parties”), (xvi) Isaac Perlmutter (“Mr. Perlmutter”), (xvii) The Laura & Isaac Perlmutter Foundation Inc., a Florida corporation (the “Perlmutter Foundation”), (xviii) Object Trading Corp., a Florida corporation (“Object”), (xix) Isaac Perlmutter T.A., a revocable trust formed under Florida law (the “Perlmutter Trust”), and (x) Zib Inc., a Florida corporation (“Zib”, and together with the Perlmutter Foundation, Object, and the Perlmutter Trust, the “Perlmutter Entities”).

As of the date hereof, Trian beneficially owns, collectively, 32,337,856 shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) (including 200 shares of Common Stock held in record name by certain Trian Funds), of which 25,569,059 shares of Common Stock are held by the Perlmutter Entities. Mr. Perlmutter, by virtue of his relationship to the Perlmutter Entities, may be deemed to share beneficial ownership with Trian Management over such 25,569,059 shares of Common Stock. Nelson Peltz beneficially owns 32,339,954.71 shares of Common Stock (including 98.71 shares of Common Stock held in record name under his name, 2,000 shares of Common Stock held in a separate account over which Nelson Peltz has sole voting and dispositive power, and 32,337,856 shares of Common Stock held by Trian, which Nelson Peltz beneficially owns by virtue of his position as the Chief Executive Officer and Founding Partner of Trian Management, the investment manager of the Trian Funds). Mr. May beneficially owns 32,337,856 shares of Common Stock held by Trian by virtue of his position as President and a Founding Partner of Trian Management. Mr. Rasulo beneficially owns 7,178 shares of Common Stock.

In addition to the 25,569,059 shares of Common Stock that Mr. Perlmutter may be deemed to beneficially own by virtue of his relationship to the Perlmutter Entities, Mr. Perlmutter may, as of the date hereof, be deemed to have sole beneficial ownership over 51,094 shares of Common Stock, which shares include 48,328 shares of Common Stock underlying options received by Mr. Perlmutter pursuant to the Company’s equity incentive plan while Mr. Perlmutter was an employee of the Company and 2,766 Shares held in Mr. Perlmutter’s individual retirement account. All of such options have an expiration date of March 30, 2028 and have vested or will vest on dates ranging from December 17, 2021 to December 14, 2024 with exercise prices ranging from approximately $110.54 to $173.40. Mr. Perlmutter currently has a total of 6,127 performance-based restricted stock units that vest based on certain performance targets based on a performance end date of December 14, 2024. In addition, Mr. Perlmutter currently has a total of 1,111 time-based restricted stock units with a vesting date of December 14, 2024. Each of the Trian Parties expressly disclaims beneficial ownership of the shares of Common Stock over which Mr. Perlmutter has sole beneficial ownership. Except as set forth herein, none of the other Participants beneficially owns any shares of Common Stock.

Each of the Trian Parties, Mr. Perlmutter and the Perlmutter Entities expressly disclaims beneficial ownership of any shares of Common Stock beneficially owned by Mr. Rasulo. Mr. Rasulo expressly disclaims beneficial ownership of any shares of Common Stock beneficially owned by the Trian Parties, Mr. Perlmutter and the Perlmutter Entities.

Trian Management serves as the management company for each of the Trian Funds. Trian Management GP is the general partner of Trian Management, which serves as the management company for each of the Trian Funds. Mr. May is the President and a Founding Partner of Trian Management. Mr. Frank is a Partner and Co-Chief Investment Officer of Trian Management. Matthew Peltz is a Partner and Co-Chief Investment Officer of Trian Management. Mr. Perlmutter is a controlling person of the Perlmutter Entities.