The Walt Disney Company DIS
Disney squandered a winning hand through a weak, unfocused Board; electing Peltz and Rasulo brings the shareholder mindset needed to reverse years of TSR underperformance.
Thesis
Trian argues that Disney, the most advantaged consumer entertainment company in the world, has squandered its position through poor Board oversight — entering streaming belatedly, overpaying $71bn for Fox's fading linear TV assets, and ceding the box office crown to Universal in 2023. Since FY2018, operating income is down 18%, free cash flow down 50%, and diluted EPS down 85%, while shareholders have lost over $200 billion of market value since the March 2021 peak and TSR has been negative over every measured period through October 2023. Trian blames a Board that lacks focus, alignment, and accountability, and asks shareholders to vote the BLUE proxy card FOR Nelson Peltz and Jay Rasulo, and WITHHOLD from Froman, Lagomasino, and all three Blackwells nominees at the 2024 annual meeting.
SCQA
Disney is the world's most advantaged consumer entertainment franchise — unmatched IP, parks, and studios — that should have dominated the shift to streaming and modern distribution.
Instead Disney lost its #1 box-office and animation position, entered streaming years after Netflix, and doubled down on linear TV via the $71bn Fox deal; operating income, FCF and EPS have collapsed since 2018 under a Board lacking focus and accountability.
Shareholders should vote the BLUE proxy card FOR Trian nominees Nelson Peltz and Jay Rasulo and WITHHOLD on Froman, Lagomasino, and the three Blackwells nominees to install shareholder-minded directors with operating and media finance experience.
A refocused, accountable Board is positioned to reverse the 2018-2023 collapse — 18% lower operating income, 50% lower FCF, 85% lower EPS — and claw back the more than $200 billion in shareholder value lost since the March 2021 peak.
The three reasons
- 1
Disney fell from #1 at the box office and in animation and entered streaming too late
- 2
Operating income, FCF and EPS down 18%, 50%, 85% since 2018
- 3
Shareholders lost over $200 billion since Disney's March 2021 all-time high
Primary demands
- Elect Nelson Peltz and Jay Rasulo to the Disney Board
- Withhold votes from Michael B.G. Froman and Maria Elena Lagomasino
- Withhold votes from all three Blackwells Capital nominees
- Vote using the enclosed BLUE proxy card
KPIs cited
Pattern membership
Where this document fits across the library's 12 rhetorical / structural patterns.
Notable slides (1)
Notes
Two-page 'Restore the Magic' proxy solicitation exhibit (SEC filing exhibit, p24-1109) from Trian's 2024 Disney proxy fight. Page 1 is the summary argument with three red-X bullets; page 2 is endnotes and disclaimer. Signed campaign vehicle is Trian; named nominees are Nelson Peltz and Jay Rasulo. No stake percentage disclosed in this document. Branded with cursive 'Restore the Magic' logo over castle silhouette — strong campaign identity despite minimal content. Treated as a 'letter' document_type given the short-form proxy appeal format; campaign_phase = proxy_fight (active 2024 Disney annual meeting contest against company and Blackwells Capital nominees).