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How the Disney proxy battle is a win for impact investing and stakeholder capitalism

Diane Brady
By
Diane Brady
Diane Brady
Executive Editorial Director
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Diane Brady
By
Diane Brady
Diane Brady
Executive Editorial Director
Down Arrow Button Icon
April 4, 2024, 7:25 PM ET
CEO Bob Iger and Disney successfully fended off Nelson Peltz's proxy vote that would have given Peltz a seat on its board.
CEO Bob Iger and Disney successfully fended off Nelson Peltz's proxy vote that would have given Peltz a seat on its board.Valerie Macon/AFP via Getty Images
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While shareholder activist Nelson Peltz tried to snatch victory from the jaws of defeat in his proxy fight with Disney, CEO Bob Iger secured a resounding win at Wednesday’s annual general meeting. Shareholders’ support for Disney’s slate of directors—and their rejection of Peltz and former Marvel chairman Ike Perlmutter’s effort to secure board seats for Peltz and former Disney CFO Jay Rasulo—is also a win for impact investors and those who believe companies must answer to multiple stakeholders.

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From the start, Peltz and Perlmutter portrayed this proxy fight as an epic battle in the culture wars, an underdog tale of two billionaire Davids taking on a “woke” Goliath. Peltz played a curmudgeon, complaining about movies with too many women and Black people. Perlmutter walked that walk, having tried to veto such projects at Marvel before being ousted last year.

Together, they cast themselves as shareholder champions who measured good governance by stock price alone. (Additional credit to Elon Musk for his last-minute endorsement of Peltz and pledge to buy Disney stock if he won, a potentially hair-raising prospect given his strategy at Twitter/X. Shareholder activist Bill Ackman also played a walk-on role, accusing Disney of dirty tricks.)

Iger is not above reproach when it comes to governance—succession planning being Exhibit A—but he does understand that Disney must answer to its employees, customers, vendors, and other stakeholders too. With more than a third of its stock held by retail investors, according to Disney filings, a lot of those people may have a financial stake in the company, too. That means being diverse, inclusive, and a good citizen are table stakes for achieving long-term growth. As Yale’s Jeffrey Sonnenfeld and Steven Tian note, Peltz’s knack for pumping up a share price during a proxy battle has not historically increased a stock’s long-term value.

What does increase value is the kind of transformational leadership that Iger has demonstrated throughout his career. That means getting ahead of technology and consumption trends and being the kind of company where employees want to work. It’s tricky to speak up on issues like abortion and anti-LGBTQ+ legislation in this polarized climate. As a major employer in Florida and a company that has targeted its products to a diverse range of customers, Disney was forced to take a public stance when Florida Gov. Ron DeSantis signed the “Don’t Say Gay” bill—spawning a two-year battle that was finally settled last week.

As an $89 billion-a-year giant, Disney can also afford to take on well-funded warriors like Peltz and DeSantis in a way that most companies can’t. The company said it spent almost $40 million just to defend its shareholder slate against Peltz.

To leadership consultant Bill Schaninger, that’s money well spent. “They have to be on the right side of history for Disney’s brand and employees,” says Schaninger, who led the global talent practice at McKinsey before becoming senior partner at Modern Executive Solutions. “In the long game, you win out as an employer and a company when you’re committed to diversity.”

Schaninger advises leaders at large public companies to double down on defending their commitment to ESG practices. In a polarizing political environment, the key is to do it in a different way. “Syndicate the risk with your board,” he says, “Engage your lead outside director in a conversation about ‘What do we stand for?’” Have those conversations with employees and large investors, reiterating core values in an arena where you don’t have to shout them at someone who’s weaponizing politics—left or right—to defeat you. And accept that being one of the biggest kids on the playground gives you a responsibility to stand up for those who can’t.

More news below.

Diane Brady
diane.brady@fortune.com

ON OUR RADAR

Why Reddit's former CEO left Big Tech to focus on the planet (Fortune)

A decade ago, Yishan Wong left a rewarding career in tech—including stints at Facebook and PayPal and as CEO of Reddit—to help tackle climate change. To do so, he is leveraging the big-scale thinking he developed in Silicon Valley to launch an organization focused on mass reforestation, he writes in a Fortune commentary piece. The goal? To "reduce our atmospheric carbon by 30%," he says. It's a big goal and a worthy one.

Can collecting pollution save Big Industry? (The New York Times)

Factories fear that the costs of compliance with climate regulations are too much to bear. Factory workers worry that their jobs are at risk. Enter the Italian energy conglomerate Eni, which plans to collect industrial pollution as a solution—and a new business line. The New York Times describes the plan as "a network of pipelines to sweep up the carbon dioxide from the sites and store it away in old natural gas reservoirs" in Italy, the U.K., and elsewhere in Europe.

This is the web version of Impact Report, a weekly newsletter on the latest ESG trends and news that are shaping the future of business. Sign up to get it delivered free to your inbox.
About the Author
Diane Brady
By Diane BradyExecutive Editorial Director
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Diane Brady writes about the issues and leaders impacting the global business landscape. In addition to writing Fortune’s CEO Daily newsletter, she co-hosts the Leadership Next podcast, interviews newsmakers on stage at events worldwide and oversees the Fortune CEO Initiative. She previously worked at Forbes, McKinsey, Bloomberg Businessweek, the Wall Street Journal, and Maclean's. Her book Fraternity was named one of Amazon’s best books of 2012, and she also co-wrote Connecting the Dots with former Cisco CEO John Chambers.

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