News ReleaseShareholder Activist: Entire Disney Board Presided Over Last Year’s Disaster and Does Not Deserve Re-election
National Legal & Policy Center
National Legal and Policy Center, a shareholder in The Walt Disney Company, is calling upon investors in the company to take the extreme step of voting to oppose the entire slate of nominees for the board of directors, all of whom are carryovers that presided over the entertainment giant’s worst year since the 1970s. That’s right – after Disney emerged from a disastrous 2022 that saw extremists take control of their programming, the degradation of its valuable intellectual and creative properties, and the worst performance of its stock price since 1974, all the existing directors (minus one) have decided that each of them deserves to return to their company oversight roles. The Disney annual meeting is on April 3. NLPC is sponsoring Proposal No. 5, which asks the board to produce a report that identifies and itemizes the company’s risks from its extensive business ties to China. NLPC also issued an extensive memorandum for shareholders, filed with the Securities and Exchange Commission on Wednesday, that outlines why the directors – including CEO Robert Iger – don’t deserve another term after Disney’s dysfunctional 2022, in which they extended the contract of former CEO Bob Chapek mid-year, only to terminate him within five months. The report also highlights several concerns pertaining to the company’s exposure in communist China. Following are excerpts from the memorandum to shareholders that was filed at the SEC on Wednesday: Disney – with its wealth of creative intellectual properties, automatic revenue generators at theme parks all over the planet, and nearly recession-proof entertainment- and media-delivery mechanisms – has seen an inexplicable decline in shareholder returns compared to the Standard & Poor’s 500 Index. As of January 10, 2023, the Company’s share price fell short against the Wall Street measuring stick over one year (by 24 percent), three years (by 60 percent), five years (by 66 percent), and ten years (by 116 percent). By March 15, 2023 – the date of the filing of this report with the SEC – the share price had descended even lower. Only two years ago Disney stock traded at its eight-year peak – $197.16 – and over the course of 2022, its value dropped by 44 percent. It was the worst year for the Company’s stock since 1974… The Company has squandered, wasted, devalued and ruined much of its content and beloved brands with the pursuit of a far-left political agenda – known in current-day parlance as “wokeness.” For that and because of those poor business decisions, we call for an overhaul of the current board, and also seek support for our own proposal (“Report on Operations Related to China”)…. Disney’s executive suite and its Board have allowed its signature brands and its once-beloved properties to become infected with divisive political agendas…. This is untenable for a Company that built its reputation on family-friendly programming and offerings, if it hopes to continue to attract a broad swath of viewers and customers…. While Disney was more than willing to go to battle (with Mr. Iger’s blessing) against Florida over the parental rights bill that opponents falsely nicknamed the “Don’t Say Gay” bill, the Company proactively waved the surrender flag in order to access TV audiences in the Muslim world….The Company only cares to “fight” for LGBTQ+ rights where they are free to do so. Otherwise, Disney is perfectly happy to bend its “principles” at the behest of dictators and oppressors in pursuit of revenues…. Mr. Iger has come under criticism for his succession planning…. Shareholder Abigail Disney (whose politics largely align with Mr. Iger’s), granddaughter of Company co-founder Roy O. Disney and grandniece of Walt, told Time in November, “The bottom line is that this was very poor succession planning and the onus of that has to land squarely on Bob Iger’s shoulders as well as the shoulders of the board of directors.” She also said, “I hope it triggers some reflection at the board level because ultimately, this is the board’s job, to hire and fire CEOs. I hope to see something better happening next time around. I hope Bob [Iger] has one foot out the door. The brand is taking a terrible beating right now for a lot of reasons….” “Disney shareholders may think we’re crazy for asking that they oppose the entire board’s re-election, but all the vote means is that it is a statement of no-confidence,” said Paul Chesser, director of NLPC’s Corporate Integrity Project. “After the company’s catastrophic 2022 and the persistent mundane performance of its share price, the current directors have failed miserably. A signal from shareholders would force them to revisit their board makeup and tell them to refresh their ranks.” You can read NLPC’s shareholder proposal on China risks at its website, and the full memorandum to Disney shareholders at the SEC website. Founded in 1991, NLPC promotes ethics in public life and government accountability through research, investigation, education, and legal action. ### For more information or to schedule an interview with Paul Chesser, contact Dan Rene at 202-329-8357 or drene@nlpc.org. Please visit http://www.nlpc.org. Founded in 1991, NLPC promotes ethics in public life and government accountability through research, investigation, education, and legal action. Contact Details National Legal and Policy Center Dan Rene +1 202-329-8357 drene@nlpc.org Company Website http://www.nlpc.org
March 16, 2023 10:00 AM Eastern Daylight Time
