The final voting results for the April 3, 2024, Walt Disney Company board during the proxy battle have been submitted to the SEC. These are the certified results from the independent auditor, First Coast Results, Inc. We can see just how many votes each candidate received.
Trian Partners Nelson Peltz received 370,974,890 votes for his nomination with 819,744,149 votes to withhold. James Rasulo garnered 141,546,437 votes for his nomination and 1,049,145,182 to withhold.
The seats they were campaigning for against Maria Elena Lagomasino and Michael Froman each had more votes, 749,857,222 and 1,041,407,854, respectively. Lagomasino had the fewest votes of the current Walt Disney Board members.
Blackwell Capital nominees all received far fewer votes.
The board member with the highest number of votes was James P. Gorman, who was just appointed last year. He received 1,160950,477 votes for and only 30,438,562 to withhold. After Gorman were Amy L. Chang, with 1,148,348,862, and D. Jeremy Darroch, with 1,147,893,579.
Bob Iger came in with the fourth-highest votes at 1,118,465,241.
Disney kept presenting the issue as activist investors trying to replace Bob Iger, but that was never the goal.
When the mainstream media began reporting that the current board would remain in place, Disney’s stock started to drop. It was at $122.82 on April 2, 2024, and when news indicated Trian’s loss, the stock began to fall.
It has continued to do so, dipping under $113 by the end of trading on Wednesday—a drop of about $10 in a little more than two weeks.
Disney CEO Bob Iger and the board have their work cut out for them. If they do not deliver far better results by 2025, they will likely not avoid replacement for some seats.
As far as the various proposals, the results were:
- Ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accountants for fiscal 2024
For- 1,204,328,019, Against- 50,937,775, Abstentions – 11,031,065.
2. Advisory vote to approve executive compensation.
For – 935,945,648, Against – 239,630,042, Abstentions – 18,307,839, Broker Non-Votes – 72,413,330.
3. Approval of an amendment and restatement of the Company’s Amended and Restated 2011 Stock Incentive Plan to increase the number of shares authorized for issuance.
For – 1,045,071,194 , Against – 82,784,581, Abstentions – 66,027,463, Broker Non-Votes – 72,413,621.
4. Shareholder proposal requesting the Company’s Board of Directors (the “Board”) seek shareholder approval for Section 16 officers’ termination payments.
For -95,410,173, Against -1,065,617,327, Abstentions -32,856,460, Broker Non-Votes -72,412,899.
5. Shareholder proposal requesting a report on political expenditures.
For -296,303,157 , Against – 864,285,701, Abstentions -33,295,114, Broker Non-Votes – 72,412,887.
6. Shareholder proposal requesting a report on gender transitioning compensation and benefits.
For – 27,588,868, Against – 1,120,319,612, Abstentions – 23,591,962, Broker Non-Votes -94,796,417.
7. Shareholder proposal requesting publication of recipients of charitable contributions.
For – 50,634,036 , Against – 1,097,491,879, Abstentions – 24,374,530, Broker Non-Votes -93,796,414.
You can read more on the filing here.
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