Press Release

Blackwells Capital Nominates Jessica Schell, Craig Hatkoff and Leah Solivan for Election to the Board of Disney



Launches Campaign to Preserve CEO Bob Iger’s Value Creation Vision

Demands that Trian and Nelson Peltz Immediately End Their Backward-Looking, Adventitious Campaign

NEW YORK, Jan. 03, 2024 (GLOBE NEWSWIRE) — Blackwells Capital, a shareholder of The Walt Disney Company (“Disney” or the “Company”) (NYSE:DIS) today announced that it has nominated three highly qualified candidates – Jessica Schell, Craig Hatkoff and Leah Solivan – for election to the board of directors of Disney (the “Board”) at the Company’s 2024 annual meeting of shareholders (the “2024 Annual Meeting”).

Blackwells’ November 30, 2023 press release catalyzed the idea that shareholders deserve the opportunity to continue supporting Disney’s turnaround and transformation efforts under the leadership of the current Board and CEO, Robert A. Iger, unbound by Trian Fund Management, L.P. (“Trian”) and Nelson Peltz’s reprise of a contrived campaign that is disconnected from the needs of Disney stakeholders.

Ten months ago, Mr. Peltz withdrew Trian’s unnecessary proxy fight at Disney. Mr. Peltz would now have shareholders elect him personally, along with a disgruntled former Disney employee. Neither candidate has the skillsets Trian claims the Board lacks. Rather, we believe Mr. Peltz’s latest effort is driven by animus against Mr. Iger, and an ego-driven urge to claim credit for a transformation already underway.

Flip-flopping, self-interest and personal quarrels have no place in a Boardroom. Individuals seeking to gain representation on Disney’s Board must have skillsets that the Board needs as well as a demonstrable record of creating value for all stakeholders. Mr. Peltz and his coterie seem to fail that test, time and time again1.

Trian and Mr. Peltz also appear to be grouping and jointly soliciting with Ancora Holdings Group, LLC (“Ancora”) – a firm Blackwells believes has a pattern of questionable business dealings2, including a run-in with the SEC3. Ancora is led by Fred DiSanto, who seems to have a personal agenda as well4. Disney shareholders should be concerned by the possibility of such an association, which has led us to formally request that the Disney Board investigate Trian’s relationship with Ancora and other shareholders.

Jason Aintabi, Chief Investment Officer of Blackwells, commented, “We call on Mr. Peltz to end his peacocking so that Disney can focus on its bright future, and not be dragged backward in time. Disney’s current leadership is invaluable to its shareholders, and our three exceptional candidates are being nominated along with a business proposal specifying that any incumbent director outvoted by Blackwells’ nominees be immediately added back to the Board following the 2024 Annual Meeting. This campaign provides shareholders a necessary alternative to what would otherwise be a solipsistic sideshow.”

A brief description of each of Blackwells’ nominees follows:

  • Ms. Schell has extensive experience in the entertainment, technology and retail industries as an executive with Warner Brothers Discovery and NBC Universal, including her expertise at the forefront of evolving content distribution and in optimizing content value throughout its lifecycle.
  • Mr. Hatkoff has extensive experience in the real estate industry, having served as a director on the boards of prominent public real estate companies and as head of a real estate M&A at one of the largest investment banks in the United States. He also has significant experience in the film industry, having co-founded the Tribeca Film Festival over two decades ago.
  • Ms. Solivan is a venture capitalist and technology expert, leading several successful funds that invests in consumer, SaaS and infrastructure companies. She is also an entrepreneur, having founded and led TaskRabbit for nearly a decade, growing it into a global on-demand business, before selling it to IKEA in 2017.

Blackwells’ highly qualified candidates have the necessary backgrounds and expertise to support Mr. Iger’s efforts constructively, and complement the Board. The Trian nominees, and the reductive nature of its campaign do not provide shareholders those benefits.

About Blackwells Capital

Blackwells Capital was founded in 2016 by Jason Aintabi, its Chief Investment Officer. Since that time, it has made investments in public securities, engaging with management and boards, both publicly and privately, to help unlock value for stakeholders, including shareholders, employees and communities. Throughout their careers, Blackwells’ principals have invested globally on behalf of leading public and private equity firms and have held operating roles and served on the boards of media, energy, technology, insurance and real estate enterprises. For more information, please visit www.blackwellscap.com.

Contacts

Gagnier Communications
Dan Gagnier & Riyaz Lalani
646-569-5897
blackwells@gagnierfc.com

Morrow Sodali
Michael Verrechia & William Dooley
(800) 662-5200
blackwells@morrowsodali.com

IMPORTANT ADDITIONAL INFORMATION

Blackwells Onshore I LLC, Blackwells Capital LLC, Jason Aintabi, Craig Hatkoff, Jessica Schell and Leah Solivan (collectively, the “Participants”) intend to file with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement and accompanying form of proxy card to be used in connection with the solicitation of proxies from the shareholders of The Walt Disney Company (the “Company”) for the 2024 Annual Meeting of Shareholders. All shareholders of the Company are advised to read the definitive proxy statement and other documents related to the solicitation of proxies by the Participants when they become available, as they will contain important information, including additional information related to the Participants. The definitive proxy statement and an accompanying form of proxy card will be furnished to some or all of the Company’s shareholders and will be, along with other relevant documents, available at no charge on the SEC’s website at http://www.sec.gov/.

Certain Information Regarding the Participants

In accordance with Rule 14a-12(a)(1)(i) under the Securities Exchange Act of 1934, as amended, the Participants in the proxy solicitation are: Blackwells Onshore I LLC, Blackwells Capital LLC, Jason Aintabi, Craig Hatkoff, Jessica Schell and Leah Solivan. As of the date hereof, Blackwells Onshore I LLC beneficially owns 9,850 shares of common stock, $0.01 par value per share of the Company (“Common Stock”), Mr. Aintabi beneficially owns 56,600 shares of Common Stock and Blackwells Capital LLC beneficially owns 56,600 shares of Common Stock. As of the date hereof, Mr. Hatkoff, Ms. Schell and Ms. Solivan do not own any shares of Common Stock.

1 https://yale.app.box.com/s/rmfa6of2q4mc578v5s8nvntz3x60x2im
2 https://www.sec.gov/Archives/edgar/data/1068875/000138713121004081/bcor-defa14a_033121.htm#:~:text=Ancora%20Made%20Little%20Effort%20to%20Avoid%20a%20Proxy%20Contest
3 https://www.sec.gov/Archives/edgar/data/1068875/000138713121004356/bcor-defa14a_041221.htm.
4 We believe Mr. DiSanto is pursuing a personal agenda dating back several years with respect to an Ancora investment that Blackwells declined to pursue. As a fiduciary, we would have expected Mr. DiSanto to have reached out to Blackwells to exchange views on Disney before a blind rush to support Trian.