The 2024 Annual Meeting Season and the Big-Company Proxy Fight Season is off to a roaring start – with Nelson Peltz of Trian back yet again at Disney with a big new backer, major investor Isaac “Ike” Perlmutter, whom Disney fired not so long aga… And even before preliminary proxy materials were filed the fight moved to “stage three” where many of the key issues have become highly personal ones - and “down and dirty” from the very get-go.
Peltz is looking to add himself – and former Disney CFO Jay Rasulo to the board, who says “The Disney I know and love has lost its way.” Iger has added two strong new directors to the board – Morgan Stanley CEO John Gorman and former Sky CEO Jeremy Darroch – and has flatly turned down Peltz and co. as being too personally disruptive to add value to the board.
And, in a very interesting twist, another activist investor SAYS they are supportive of Iger and co. – but want to add three board candidates of their own! How ‘helpful’ is this? Having three competing slates on a Universal Proxy card would surely be a “first” – but it complicates the math significantly - and the strategies of all three groups - and runs the risk of drawing away votes from the Iger slate, to make way for their three - leaving a better chance for Peltz, we think, to add at least one of his candidates to the board.
Meanwhile, in what some say is the first “E&G Proxy Fight” - Starbucks will see three board candidates backed by a coalition of three labor unions at its AGM. A proxy fight looks certain at Wendy’s. Starboard Value is pressing Rupert Murdoch’s News Corp to spin off its digital-real-estate division and hedge fund HG Vora Capital Management, with an 18.5% stake in Penn Entertainment, is pressing them to add three of its own director candidates to the board and seems to be planning a proxy fight if the answer is no.
On the small and micro-cap front, we predict and even bigger and better year for Proxy Fights in that space because (a) so many firms are struggling to stay afloat and (b) the chances for adding directors – and potentially taking control of a company “on the cheap” - have been significantly enhanced with the Universal Proxy Card.
And speaking of ways to acquire beaten-downed companies on the cheap - the hostile tender offer seems to be coming back in a noticeable way, witness the pending offer to acquire Macy’s.
Last but far from least, we expect an even bigger upsurge in Anti-ESG shareholder proposals which make it more important than ever for companies to be sure that proposals they want to pass do – and proposals they don’t want to pass lose by a big margin.
With this as background, please read our advice on courting retail investors with special care. If they DO make a real difference for you, start your engines NOW.
And if your company is unlucky enough to be the focus of a Proxy Fight – OR, if you want to be fully prepared for the worst - tune in the webcast we did with Broc Romanek https://lnkd.in/eS4zCJM8
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