Disney Nominates 12 To Board, But Rejects Activists' Nominees; CEO Iger's Compensation Doubles

(RTTNews) - Walt Disney Co. (DIS) recommended shareholders vote for its 12 nominees to the company's board of directors and rejected the candidates nominated by activist shareholders. Disney said its Chief Executive Robert Iger's total compensation more than doubled in fiscal 2023.

Walt Disney board disclosed its recommended slate of 12 nominees for election at the 2024 Annual Meeting of Shareholders in preliminary proxy materials filed with the Securities and Exchange Commission.

The Board has unanimously recommended that shareholders vote for Mary Barra, Safra Catz, Amy Chang, Jeremy Darroch, Carolyn Everson, Michael Froman, James Gorman, Robert Iger, Maria Elena Lagomasino, Calvin McDonald, Mark Parker, and Derica Rice.

Meanwhile, Disney noted that its board does not endorse the nominations of Nelson Peltz and James Rasulo put forth by Trian Fund Management and its affiliates, led by Nelson Peltz and supported by former Disney executive Isaac Perlmutter.

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, and recommends that shareholders not vote for the Blackwells Group nominees. The Board also recommends shareholders reject a related proposal from the Blackwells Group.

In addition, Walt Disney disclosed in a regulatory filing that its Chief Executive Robert Iger's total compensation for fiscal 2023 more than doubled to $31.59 million from about $15 million in 2022.

Iger's fiscal 2023 compensation included a base salary of $865,385, stock awards of $16.10 million, option awards of $10.00 million, non-Equity incentive plan compensation of $2.14 million and all other compensation totaling $2.48 million.

Disney CEO's fiscal 2022 compensation comprised base salary of $1.10 million, stock awards of $4.67 million, option awards of $2.40 million, non-equity incentive plan compensation of $4.37 million and all other compensation of $2.50 million.