The Walt Disney Company (NYSE: DIS) Board of Directors has announced it has elected independent director Mark G. Parker as Chairman of the Board, effective following the Annual Meeting of Shareholders. Mr. Parker, a seven-year member of the Disney Board and Executive Chairman of NIKE, Inc., will succeed Susan E. Arnold, who will not stand for re-election pursuant to the 15-year term limit under Disney’s Board Tenure Policy. As a result, the size of the Board will be reduced to 11 members.
“Mark Parker is an incredibly well-respected leader who over seven years as a Disney director has helped the Company effectively navigate through a time of unprecedented change,” Ms. Arnold said. “During his four decades at NIKE, Mark has led one of the world’s most recognized consumer brands through various market evolutions and a successful CEO transition, and he is uniquely positioned to chair the Disney Board during this period of transformation.”
“Mark Parker’s vision, incredible depth of experience and wise counsel have been invaluable to Disney, and I look forward to continuing working with him in his new role, along with our other directors, as we chart the future course for this amazing company,” said Robert A. Iger, Chief Executive Officer, The Walt Disney Company. “On behalf of my fellow Board members and the entire Disney management team, I also want to thank Susan for her superb leadership as Chairman and for her tireless work over the past 15 years as an exemplary steward of the Disney brand.”
Mr. Parker said, “I am honoured to have the opportunity to serve as Disney’s Chairman, and I look forward to working closely with Bob and his management team on a strategy of growth that balances investment with profitability, while preserving Disney’s core mission of creative excellence, to deliver shareholder value. At the same time, it is the top priority of mine and the Board’s to identify and prepare a successful CEO successor, and that process has already begun.”
Mr. Parker will also chair a newly created Succession Planning Committee of the Board, which will advise the Board on CEO succession planning, including review of internal and external candidates. Mr. Parker served as NIKE’s Chairman and CEO until 2020, when he became Executive Chairman.
The Board is nominating for re-election at the Company’s Annual Meeting incumbent directors Mary T. Barra, Safra A. Catz, Amy L. Chang, Francis A. deSouza, Carolyn Everson, Michael B.G. Froman, Robert A. Iger, Maria Elena Lagomasino, Calvin R. McDonald, Mark G. Parker and Derica W. Rice.
Trian Partners L.P. and Trian Partners Parallel Fund I, L.P., wholly owned subsidiaries of Trian Fund Management, L.P., along with other entities affiliated with Nelson Peltz (collectively, the “Trian Group”), have nominated Nelson Peltz for election as director at the Annual Meeting in opposition to the nominees recommended by the Board, and brought a proposal to amend Disney’s Bylaws.
The Walt Disney Company says it remains open to constructive engagement and ideas that help drive shareholder value. While senior leadership of The Walt Disney Company and its Board of Directors have engaged with Mr. Peltz numerous times over the last few months, the Board says it does not endorse the Trian Group nominee, and recommends that shareholders not support its nominee.
Recently returned CEO Robert A. Iger’s mandate is to use his two-year term and depth of experience in the industry to adapt the business model for the shifting media landscape, rebalancing investment with revenue opportunity while bringing a renewed focus on creative talent. The company says Mr. Iger has already taken decisive steps to realign content creation and distribution, and reposition Disney’s streaming platforms and linear broadcast and cable networks for enhanced profitability.
Under Mr. Iger’s first tenure as CEO from September 2005 through February 2020, the Company’s total shareholder return was 554%, which exceeded the S&P 500 total shareholder return of 244%. The company’s market capitalization grew nearly fivefold during his tenure from USD$48 billion to over $230 billion.
The Company says it expects to file preliminary materials with respect to the 2023 Annual Meeting of Stockholders shortly and looks forward to communicating with its stockholders once definitive proxy materials are available. The date of the Annual Meeting has not yet been announced.