Disney’s Bob Iger has won the long proxy battle against Nelson Peltz

Bob Iger (left) has been locked in a long-running proxy battle with activist investor Nelson Peltz (right).

Heidi Gutman/CNBC/NBCU Photo Bank/NBCUniversal via Getty Image; Michael Kovac/Getty Images for Vanity Fair; Chelsea Jia Feng/BI

Disney shareholders have voted to stick with the company’s board.It’s a victory for CEO Bob Iger against activist investor Nelson Peltz.The vote marks the end of an expensive and brutal proxy battle between the two. 

Disney CEO Bob Iger has officially prevailed in his battle against activist investor Nelson Peltz.

At Disney’s annual meeting Wednesday, shareholders voted to keep Iger and Disney management’s board instead of choosing to swap in two new members nominated by Peltz’s investment firm Trian Partners: Peltz himself, and former Disney CFO Jay Rosulo.

Disney’s slate won by “a substantial margin,” Horacio Gutierrez, Disney’s senior executive VP, said. The final tally was not yet available.

The choice signals the end of a proxy fight that has lasted the better part of a year, with Peltz criticizing Disney’s succession planning, losses in its streaming division, and its stock performance. The shares were down nearly 40% since a March 2021 peak, though up about 35% this year ahead of the meeting — something for which Peltz seemed to take credit.

“Since we reengaged with the company last October, Disney’s stock is up about 50% and is the Dow’s best performer here to date,” Peltz said at the meeting ahead of the vote.

While Disney was expected to win the fight — particularly as institutional investors pledged their support in recent days — the result was never a sure thing.

Peltz had gained momentum leading up to the vote, with institutional investors Neuberger Berman and the California Public Employees’ Retirement System throwing their support behind Trian.

Plus, Disney is rare in that about 40% of its shares are held by retail investors, whose voting intentions tend to be much tougher to predict.

This proxy fight is expected to end up being the most expensive in history, with an estimated $70 million spent by the various parties looking to wrangle votes. Each side spent tens of millions on advertising, whitepapers, and fancy websites, and Iger and Disney’s management have spent weeks talking to investors.

Victory over two proxy battles — this was Peltz’s second in as many years — will mean that Iger continues his charted course in righting Disney’s ship.

“If Peltz loses, Disney feels emboldened to not really listen to him and his suggestions anymore,” Jason Schloetzer, a professor at Georgetown University’s McDonough School of Business, told Business Insider ahead of the vote. “A win would also signify the belief that the board’s succession planning process will identify a future-ready CEO.”

Iger already seemed to be finding his stride as he entered his second year since he returned as CEO. As well as blockbuster first-quarter earnings, he announced a $1.5 billion investment into Epic Games in an effort to appeal to Gen Z and Gen Alpha, a streamlined vision for ESPN and its streaming future, and a focus on quality in the movie division.

The battle, though, likely prompted Iger and the board to redouble its focus on the next Disney CEO. After Bob Chapek, Iger’s first successor, had a botched tenure atop the House of Mouse, Iger returned — and the board has continued to extend his contract, much to the chagrin of certain analysts and investors like Peltz.

“All we want is for Disney to get back to making great content and delighting consumers, and for Disney to create sustainable long-term value for all of shareholders,” Peltz said at the meeting ahead of the vote.

It remains to be seen if Peltz, a self-proclaimed “bully billionaire” who is not one to shy away from a rematch, will retreat quietly or train for another battle.

“Regardless of the outcome of today’s vote, Trian will be watching this company’s performance,” Peltz said at the meeting before the vote.”This is our second go-around with Disney. We hope that this time will be our last and that shareholders will not be let down like a year ago.”