Peltz's Trian seeks to rally Disney shareholders against board director Froman

<html xmlns=""><head><title>UPDATE 1-Peltz's Trian seeks to rally Disney shareholders against board director Froman</title></head><body>

Adds Disney comments

By Svea Herbst-Bayliss

NEW YORK, Feb 2 (Reuters) -Activist investor Nelson Peltz's hedge fund Trian Fund Management wrote to Walt Disney Co DIS.N shareholders on Thursday to make the case for replacing the media and entertainment conglomerate's board director Michael Froman.

Trian, which owns a roughly $1 billion stake in the home of Mickey Mouse, has asked Disney shareholders to drop Froman — a former U.S. Trade Representative — from the company's 12-member board and elect Peltz instead.

Trian did not spell out in the letter why it had picked Froman to target among the Disney directors, but suggested that Peltz was more qualified to serve.

"Shareholders need someone in the boardroom who is experienced enough, committed enough and objective enough to insist that Disney live up to its full potential," the letter said.

Disney issued its own letter to shareholders, saying Peltz "has demonstrated that he does not understand Disney’s businesses" and that he "lacks the perspective and experience to contribute to the objective of delivering shareholder value in a rapidly shifting media ecosystem."

The company said Peltz had sought a board seat before he was a shareholder.

"We are skeptical of his motives and believe he would be disruptive at a crucial period for Disney," the letter said.

Froman, Disney said, is "a highly valued member of the board with deep background in global trade and international business" and the board believes he is "far better qualified" than Peltz or his son, who is being offered as an alternative if his father cannot serve.

Froman, a lawyer who served as U.S. Trade Representative under U.S. President and Harvard Law School classmate Barack Obama between 2013 and 2017, had limited entertainment or technology industry experience before joining Disney's board in 2018. His main corporate experience was at Citigroup Inc C.N.

In the letter, Trian also directed its criticism at the full Disney board, blaming it for a 44% drop in Disney's stock last year. It argued board directors failed to "instill a culture of accountability," did not properly plan for Bob Iger's succession as chief executive, own very little stock, and they did not "heed constructive shareholder input."

Iger returned to the top job in November from retirement after Disney fired his successor, Bob Chapek, after the company reported a 66% drop in quarterly profit.

The Disney directors, who include the chief executives of car maker General Motors GM.N, biotechnology company Illumina Inc ILMN.O, and sports apparel firm Lululemon Athletica Inc LULU.O, are too distracted to focus on Disney, according to the letter.

"Nelson wakes up every day trying to find ways for Trian's investments to generate the best returns," the letter said.

Peltz has served on 11 public company boards at companies including Procter & Gamble Co PG.N. He has said that these companies on average outperformed the broader stock market index during his time as a director on their boards.

Disney rebuffed Peltz's request for a board seat last month, arguing he lacks the necessary entertainment and technology skills and experience to help the media company.

A shareholder vote to decide on the composition of Disney's board has not yet been set but is expected in the spring.

Reporting by Svea Herbst-Bayliss;
Additional reporting by Lisa Richwine;
editing by Uttaresh.V


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