Trian Partners has filed a revised preliminary proxy statement in its fight with Disney, revealing it will recommend shareholders vote to remove Michael Froman to make room for Trian’s Nelson Peltz on the board.
Friday’s regulatory filing said Froman “has no experience as a public company director outside of Disney, and, moreover, has served as a member of the governance and nominating committee of the board, which the Trian Group believes has overseen weak corporate governance at the company.”
Froman, 60, has bounced between politics and financial services during his career, serving in the Clinton and Obama administrations and as an executive at Citigroup and Mastercard. He joined Disney’s board in 2018.
Trian had not singled out a director when it first announced plans to run a proxy contest at Disney in January. Under the universal proxy card, it is advantageous for an activist to recommend shareholders seeking to elect its nominee withhold on the same candidate, or the dispersion of votes could blunt its race to be one of the first nominees to win a vacant board seat.
Disney had a relatively strong board by some measures. Insightia’s Governance module gives the company nine out of 10 for its board structure, and the board is relatively rare in its 50:50 gender split. The lowest-supported director at last year’s annual meeting still received just under 95% – a respectable amount – and there are no long-tenured directors outside of Bob Iger, the CEO Trian says it doesn’t want to remove, and the retiring board chair, Susan Arnold.
Trian estimates it will spend as much as $25 million on the contest, with Disney yet to estimate its spending or set a date for the annual meeting, which is typically held in March.