Activist investor Nelson Peltz and fired Marvel executive Ike Perlmutter are launching a proxy fight for seats on Disney's board of directors, accusing CEO Bob Iger of failing to 'right the ship' quickly enough with his dramatic turnaround plan.
In a statement on Thursday, Peltz's investment firm Trian slammed Disney's board for overseeing 'significant value destruction and missteps' and vowed to take its 'case for change directly to shareholders'.
Sources familiar with the matter say Trian plans to seek at least three seats on the Disney board, which the company on Wednesday expanded from 10 to 12 in a move widely seen as fortifying itself against the looming power struggle.
In a statement, Disney accused Perlmutter of harboring a 'longstanding personal agenda' against Iger, who fired him as chairman of Marvel Entertainment in March as part of a cost-cutting reorganization that Perlmutter himself had pressed for.
A spokesman for Perlmutter told DailyMail.com that the billionaire, who is Disney's largest individual shareholder, is backing Peltz's play against Iger 'not from a personal grudge match, but rather for maximizing shareholder value for Disney stockholders.'
Disney CEO Bob Iger is under new pressure from longtime foes Neslon Peltz and Ike Perlmutter, who are launching a proxy fight to win seats on Disney's board
Perlmutter (above) is Disney's largest individual shareholder, and is backing Peltz's play against Iger with his block of shares worth some $2.3 billion
With more than $7 billion in assets under management, Trian is among the biggest activist funds, which take large stakes in companies and then use their clout to push for changes they believe will boost shareholder profits.
According to Disney, Perlmutter owns more than 25 million of the 33 million shares that Peltz claims beneficial ownership of, making the former Marvel executive's backing critical to Trian's push. The combined stake is worth more than $3 billion.
Iger has been under pressure from Peltz and Perlmutter to slash costs and reinstate a dividend since he returned from retirement to again lead Disney one year ago.
Disney's board tasked Iger with fixing the mistakes of his own handpicked successor Bob Chapek, who presided over plunging share prices and ignited a culture-war feud with Florida Governor Ron DeSantis.
The activists granted Iger a reprieve in February, after he announced a dramatic reorganization that aimed to slash $5.5 billion in costs annually, a target he recently raised to $7.5 billion.
But with Trian's new statement, it appears that the activists have lost patience, and time is up for the Iger's turnaround.
'Since we gave Disney the opportunity to prove it could 'right the ship' last February, up to our re-engagement weeks ago, shareholders lost ~$70 billion of value,' the activist fund said.
'Investor confidence is low, key strategic questions loom, and even Disney's CEO is acknowledging that the Company's challenges are greater than previously believed,' the statement added.
Trian said that Disney's share price has 'underperformed proxy peers and the broader market over every relevant period during the last decade and over the tenure of each incumbent director.'
As of the closing bell Thursday, Disney shares were down nearly 6 percent from a year ago, and have lost 17.23 percent over the past five years.
Peltz (above) slammed Disney's board for overseeing 'significant value destruction and missteps' and vowed to take its 'case for change directly to shareholders'
As of the closing bell Thursday, Disney shares were down nearly 6 percent from a year ago, and have lost 17.23 percent over the past five years
Trian said that on Thursday morning, Disney had extended an invitation to meet with the board, but had refused its request for board representation, including Peltz.
Disney this week expanded its board with the appointment of two new directors: Morgan Stanley Chairman and CEO James P. Gorman, and Sir Jeremy Darroch, a veteran media executive and former Group Chief Executive of Sky.
Trian said that while the additions 'represent an improvement from the status quo, the addition of these directors will not, in our view, restore investor confidence or address the root cause behind the significant value destruction and missteps that this Board has overseen.'
'Trian intends to take our case for change directly to shareholders,' the fund said.
Disney responded in a sharp statement defending Iger's track record and suggesting that the activist push is motivated primarily by Perlmutter's grudge against the CEO.
The company said Perlmutter's agenda 'may be different than that of all other shareholders.'
'The Walt Disney Company has a proven track record of delivering long-term value to our shareholders and is in the midst of a significant transformation to reinforce our position as the world's preeminent entertainment company,' the company said.
'Over the past twelve months, we restructured the company to restore creativity to the center of all our businesses as we significantly reduce costs and drive efficiencies, and we are on track to achieve about $7.5 billion in cost savings – $2 billion more than our original target,' the statement added.
Perlmutter, 81, has long feuded with Iger, repeatedly backing Peltz's thus far failed bids to join the Disney's board.
Perlmutter was said to be so angered by Iron Man's ballooning budget that he demanded an action sequence featuring ten Humvees be shot with just three. Pictured: Robert Downey Jr in the 2008 film that launched the Marvel Cinematic Universe
He was the CEO of Marvel Entertainment prior to Disney's 2009 acquisition of the comics franchise, and helped broker the takeover, in which he was reportedly paid $800 million in cash and a massive grant of Disney stock.
Perlmutter oversaw the early Marvel Cinematic Universe until Iger sidelined him in a 2015 shuffle, which saw Marvel Studios head Kevin Feige begin reporting directly to the chairman of Walt Disney Studios.
Perlmutter has a longtime reputation as a penny-pincher, and had used his influence over the years to try and sharply limit company spending.
This frugal attitude saw Perlmutter repeatedly butt heads with Iger over Disney's costs, including arguments over its 2008 film Iron Man, which launched the MCU.
The executive was said to be so angered by the movie's ballooning budget that he demanded a pivotal action sequence featuring ten Humvees be shot with just three.
In the 2015 shuffle, Perlmutter was pushed to the side as the head of Marvel Entertainment, a small consumer products and licensing division run separately from Hollywood juggernaut Marvel Studios.
After Iger pushed out Perlmutter as Marvel CEO, the billionaire plotted with Peltz to overhaul the board and remove Iger from power.
The proxy-war saw the billionaire support a campaign to maneuver Peltz into a position of influence so he could make significant changes.
Iger fended off Peltz's last bid against him by announcing his sweeping cost cuts in February — and in March, Iger unceremoniously fired Perlmutter, citing his budget-slashing reorganization plan.
On Wednesday, Iger said he would 'definitely' step down when his current contract ends in 2026.
The Disney board on Thursday announced a cash dividend of 30 cents per share, payable on January 10.