The Walt Disney Company (NYSE: DIS) Board of Directors disclosed its recommended slate of 12 nominees for election at the 2024 Annual Meeting of Shareholders in preliminary proxy materials filed with the U.S. Securities and Exchange Commission.
The Board has unanimously recommended that shareholders vote for Mary T. Barra, Safra A. Catz, Amy L. Chang, D. Jeremy Darroch, Carolyn N. Everson, Michael B.G. Froman, James P. Gorman, Robert A. Iger, Maria Elena Lagomasino, Calvin R. McDonald, Mark G. Parker, and Derica W. Rice.
- Parker, who serves as Chairman of the Disney Board, is Executive Chairman of NIKE, Inc. and its former Chairman, President and Chief Executive Officer;
- Iger, Disney’s Chief Executive Officer, formerly also served as Chairman;
- Barra is Chair and Chief Executive Officer of General Motors Co.;
- Catz is Chief Executive Officer of Oracle Corp. and its former President;
- Chang is a former senior executive at Cisco Systems, Inc. and Google and a current director of Procter & Gamble Co.;
- Everson is a former senior executive at Instacart, Meta Platforms, Inc. and Microsoft Corp. and a current director of The Coca-Cola Co. and Under Armour Inc.;
- Froman is President of the Council on Foreign Relations and former Vice Chairman and President, Strategic Growth at Mastercard Inc.;
- Lagomasino is Chief Executive Officer and Managing Partner of WE Family Offices and a former senior executive at JP Morgan Private Bank and Chase Manhattan Bank and a current director of The Coca-Cola Co.;
- McDonald is Chief Executive Officer of lululemon athletica inc.; and Rice is a former senior executive at CVS Health Corp. and Eli Lilly and Co. and a current director of The Carlyle Group Inc., Bristol-Myers Squibb Co., and Target Corp.
According to the company, the Board has been continually refreshed, with a focus on directors whose industry experience is additive to the company’s strategic priorities. This includes the recent additions of Darroch, former Executive Chairman and Group Chief Executive Officer of Sky; and Gorman, Executive Chairman and former Chairman and Chief Executive Officer of Morgan Stanley, both of whom will be standing for election at the annual meeting.
The average tenure of the current Board is six years, with seven out of twelve serving less than six years, and the Board is led by an independent chairman.
According to the company, the nominees reflect Disney’s “… ongoing commitment to a strong Board focused on the long-term performance of the company, strategic growth initiatives, the succession planning process, and increasing shareholder value.”
The Board does not endorse the nominations of Nelson Peltz and James Rasulo put forth by Trian Fund Management, L.P. and its affiliates, led by Nelson Peltz and supported by former Disney executive Isaac Perlmutter (collectively, the “Trian Group”). The Board recommends that shareholders do not vote for the Trian Group nominees, and that they reject a related proposal from the Trian Group to amend the Company Bylaws.
Separately, the Board does not endorse the nominations of Craig Hatkoff, Jessica Schell and Leah Solivan put forth for election as directors by Blackwells Onshore I LLC, Blackwells Capital LLC and Jason Aintabi (collectively, the “Blackwells Group”), and recommends that shareholders not vote for the Blackwells Group nominees. The Board also recommends shareholders reject a related proposal from the Blackwells Group.