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(Bloomberg) — Walt Disney Co. and Chief Executive Officer Bob Iger are poised to triumph over Nelson Peltz’s Trian Fund Management in a costly, months-long proxy battle, according to people with knowledge of the matter.

With more than 60% of the votes counted, Vanguard Group Inc. is backing Disney’s slate of board nominees at a much-anticipated meeting set for Wednesday, according to the people, who asked not to be identified discussing confidential information.

Vanguard is the biggest investor in Disney, with a roughly 8.3% stake, Bloomberg-compiled data show. BlackRock Inc., with a 6.7% stake making it Disney’s second-biggest shareholder, is also supporting the company’s slate, said people familiar with its plans. Their backing is a major boost for Disney’s board as it looks to stave off a challenge from Trian over leadership and strategy.

Vanguard and BlackRock join fellow investors T.Rowe Price, Norges Bank Investment Management and ValueAct Capital Management in backing the company. The biggest investor group is made up of retail holders accounting for about 30% of Disney’s ownership. Retail investors tend to side with management in proxy contests.

Representatives for Trian, Vanguard and BlackRock declined to comment. A spokesperson for Disney didn’t respond to a request for comment.

Trian wants to have Peltz and Jay Rasulo, a former Disney finance chief, elected to the board to help push through its plans for improving performance at the media and entertainment giant, which it has accused of costing investors billions of dollars in recent years. Another activist investor, Blackwells Capital, has also nominated three directors to the board of Disney.

Disney and Trian have been publicly campaigning for support ahead of Wednesday’s meeting, with both sides securing votes and endorsements. Disney has spent millions of dollars on advertising to garner support for its position.

Along with the assortment of top investors, Disney and Iger have also received support from JPMorgan Chase & Co. CEO Jamie Dimon, filmmaker George Lucas and Laurene Powell Jobs, the widow of Apple Inc.’s Steve Jobs and a large Disney shareholder.  

Meanwhile, a group of current and former directors at firms including Mondelez International Inc., Procter & Gamble Co. and Janus Henderson Group Plc last month co-signed a letter in support of Peltz. The activist has also won the support of Disney investor Neuberger Berman.

Influential shareholder advisory firms have been split on their recommendations to shareholders. Glass Lewis & Co. said in March that Disney investors should support the company-backed slate of board nominees, while Institutional Shareholder Services recommended they elect Peltz to the board.

The current battle by Trian intensified in October, with the activist investor pushing for board seats after boosting its stake in Disney.

Peltz and Trian waged and earlier campaign to win a board seat at Disney. But the veteran investor later changed his mind and said in February of 2023 he was dropping that proxy battle, citing cost-cutting by Iger.

Read more: T. Rowe Price Supports Disney Slate in Proxy Battle

(Updates with BlackRock’s response in fifth paragraph.)

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Published: 03 Apr 2024, 07:00 AM IST

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