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In a new letter to shareholders, Blackwells Capital criticizes the financial relationship between Disney and ValueAct Capital.
The company revealed that the activist investor and its affiliates had collected a cumulative $95 million in fees since 2013 for managing more than $350 million of Disney’s pension fund assets, the entertainment giant said. is accused of not disclosing the information.
In the white paper, Blackwells cited filings from the Department of Labor showing that ValueAct managed $355 million in Disney pension funds in 2022, and filings for 2023 and 2024. was not available, but noted that ValueAct is suspected of continuing to manage the Disney pension fund. assets.
“The Board of Directors has received proxy statements mailed to millions of shareholders, press releases, letters to shareholders, one-time shareholder interactions, and proxy statements submitted to proxy advisory firm Institutional Shareholder Services. “We have repeatedly touted our support for the Values Act in recent presentations,” Blackwells wrote. “ValueAct’s management of Disney’s pension funds is not disclosed anywhere in the communications referenced. Meanwhile, Disney’s entire shareholder franchise is confident that ValueAct will provide independent and unconditional support to its board of directors.” We are led to believe that we have provided it.”
Blackwells also questioned whether the board knew about ValueAct’s management of Disney’s pension funds, whether the audit committee had considered the matter beforehand, or whether it had publicly accepted ValueAct’s support. They went on to ask whether Disney’s failure to disclose the relationship violated its code of ethics and commitment to transparency.
Representatives for Disney and ValueAct did not immediately respond to TheWrap’s requests for comment.
The letter was issued after Disney entered into an information-sharing agreement with ValueAct in January to fend off pressure from Blackwells and Trian Fund Management to gain board seats. Last week, ValueAct released a white paper for investors praising Disney’s recent efforts to focus on theme parks and move beyond the streaming wars.
Mr. Blackwells has previously criticized the agreement between Disney and ValueAct, going so far as to formally request that the information be made public.
“The board denied our request because it did not adequately explain why we believed our relationship with ValueAct may be material,” Blackwells said. “The details of the Information Sharing Agreement, the information shared under it, and the existing and current relationship between Disney and ValueAct over the years are important information to shareholders. We also want to reassure shareholders that the Board of Directors has implemented the ValueAct Agreement so that they have the information they need to make an informed vote. We urge you to join us in demanding that all necessary steps be taken immediately to file updated proxy materials that include full disclosure.”
Blackwells joins Tribeca Film Festival co-founder Craig Hatkoff, former Warner Bros. and NBCUniversal executive Jessica Schell, and other candidates for Disney’s annual shareholder meeting scheduled for April 3. Leah Solivan, founder of TaskRabbit, was nominated. He also called on Disney to prioritize. It developed artificial intelligence and spatial computing and proposed a review of its real estate and strategic assets, including a possible demerger.
In a new presentation released Monday, Disney said the company separation would “destroy a significant competitive advantage.”
The company has already rationalized its real estate portfolio and sold off non-core assets, and placing its assets in a real estate investment trust would “impose onerous restrictions and reduce operational control” on the theme park and would leave the company’s “capacity” at risk. It was pointed out that there is a possibility of damaging the Consider examples such as changing attractions, selling integrated vacation packages, etc. that could have a negative impact on potential profit growth. ”
The company said it “does not intend to jeopardize its strong value creation engine by focusing on short-term financial engineering.”
The company also claimed that it is already a “leader in the adoption of emerging technologies,” citing its partnership with Apple Vision Pro and its work on AI in parks over the past decade.
Disney previously described Blackwell’s candidates as having “the right range of talent, skills, perspectives, and expertise to effectively support Disney’s architectural priorities in the face of ongoing industry-wide challenges.” “No,” he rejected the candidate.
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