Trian's March 2024 letter to Disney shareholders

About this letter

Trian Fund Management, the investment firm whose founding partners are Nelson Peltz and Peter May, released this letter to its fellow Disney shareholders on 18 March 2024, ahead of Disney's annual meeting on 3 April. Trian, whose group beneficially owned $3.5 billion of Disney stock, was running a proxy contest to elect two nominees: Peltz himself and Jay Rasulo, Disney's former chief financial officer, who had earlier run its parks and resorts business. The letter was filed with the SEC as definitive additional proxy material.

It makes the case for board change in four movements: how Disney's performance has slipped, why two named directors should be replaced, what Trian's nominees have done on other boards, and how the firm answers the board's warnings about its candidates. It closes by asking shareholders to vote on the BLUE proxy card, noting that a later vote replaces an earlier one.

What to notice

1. 1

   Trian's diagnosis has three parts: Disney fell from its number one position at the box office, was late to streaming and doubled down on linear TV at the wrong time, leaving earnings per share and free cash flow below their level five years earlier.

“Disney can do better. But it needs some fresh thinking.”