20 slides from Walt Disney Company (the)'s proxy contest presentation, Mar 13, 2024
Slide 1: Correcting Trian's Fiction with Facts
CORRECTING TRIAN’S FICTION WITH FACTS Option 1 M A R C H 1 2 , 2 0 2 4 Disclaimer Forward-Looking Statements Certain statements in this presentation may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding
Slide 2: Trian: Short on substance, long on questionable motivations
Trian: Short on substance, long on questionable motivations 1 Puck, What I’m Hearing, 03/08/24; 2 Reuters Breakingviews, Nelson Peltz becomes gadfly to Disney’s flywheel, 03/05/24; 3 Bloomberg Markets: The Close: Peltz Publishes ‘Restore the Magic’ Plan, 03/05/24; 4 The Information: What Europe’s Bi
Slide 3: Trian's whitepaper is littered with false statements and inferences
Trian’s whitepaper is littered with false statements and inferences 1 For the period from 10/06/23 to 02/29/24; 2 For the period from 02/26/14 to 02/29/24 and includes dividend reinvestment Disney’s stock price performance since 10/06/23 is related to Trian’s presence Buying Disney stock over the la
Slide 4: Operational outperformance and delivery have driven Disney share price gains
Operational outperformance and delivery on key strategic initiatives have driven Disney share price gains since October 1 $90 $100 $110 $120 $70 Oct '23 Nov '23 Dec '23 Jan '24 Feb '24 Source: Company filings, Trian investor presentation dated 03/04/24, FactSet as of 02/29/24. Note: Percentages in a
Slide 5: Buying Disney stock over the last 10 years has been a winning proposition
Buying Disney stock over the last 10 years has been a winning proposition 2 Source: FactSet as of 02/29/24. 1 As published in Trian’s investor presentation dated 03/04/24; 2 Corrected analysis includes dividends. Assumes shares are held from purchase date beginning on 02/26/14 and applying each resp
Slide 6: Disney's Board has overseen a carefully planned, long-term strategy
2023: Well-positioned in streaming with leading bundle and only credible competitor to Netflix On track for sustained growth and breakeven profitability in 2024 Disney’s Board has overseen a carefully planned, long-term strategy to adapt to sector disruption 3 2015 – 16: Deterioration of Pay TV ecos
Slide 7: Bob Iger does not have close personal relationships with Disney directors
B ob Iger does not have close personal relationships with Disney directors 4 1 While at the University of Pennsylvania, Bob Iger’s wife and Michael Froman’s wife lived in the same house along with several other college students, but they were not roommates or otherwise particularly close Mary Barra
Slide 8: Management compensation is heavily tied to Disney performance
Management compensation is heavily tied to Disney performance 5 Source: FactSet. 1 Based on summary compensation tables from proxy statements of The Walt Disney Company; 2 Disney investor presentation (page 51), 03/11/24; 3 Please see page 2 for how target ROIC is calculated DISNEY VS. MEDIA PEERS T
Slide 9: Trian's nominees do not add incremental skills to Disney's Board
Trian’s nominees do not add incremental skills to Disney’s Board 6 Source: Wall Street Journal, CNBC, Los Angeles Times, Hollywood Reporter, FactSet and public filings Nelson Peltz has openly admitted to lacking media experience Trian’s succession planning has been poorly executed Peltz oversaw depa
Slide 10: Trian's presentation is silent about Ike Perlmutter, their silent partner
Trian’s presentation is silent about Ike Perlmutter, their “silent partner” 6 1 Fortune, ‘The wizard vs. the illusionist’, 11/07/23; 2 13D Monitor, The Most Activist Place on Earth, 12/14/23; 3 Puck, What I’m Hearing: Thursday Thoughts, 12/14/23; 4 Bloomberg, Iger Has Enough Antagonists for Three Di
Slide 11: The facts don't support Trian's assertions
THE FACTS DON’T SUPPORT TRIAN’S ASSERTIONS
Slide 12: The facts don't support Trian's assertions
The facts don’t support Trian’s assertions 1 Analysis includes dividends. Assumes shares are held from purchase date beginning on 02/26/14 and applying each respective closing price through 02/29/24. Excludes U.S. stock market holidays; 2 CNBC, Money Movers, 02/27/24 TRIAN’S WHITEPAPER CLAIMS THE AC
Slide 13: The facts don't support Trian's assertions (cont.)
The facts don’t support Trian’s assertions (cont.) TRIAN’S WHITEPAPER CLAIMS THE ACTUAL FACTS THE BOARD LACKS FOCUS, ALIGNMENT, AND ACCOUNTABILITY ( PAGE 16 ) Disney’s strong, independent, and highly qualified Board is focused on delivering sustained shareholder value Each director brings a compleme
Slide 14: The facts don't support Trian's assertions (cont.)
The facts don’t support Trian’s assertions (cont.) TRIAN’S WHITEPAPER CLAIMS THE ACTUAL FACTS DISNEY IGNORED WARNINGS SIGNS OF INDUSTRY THREATS FROM 2015 - 2018 ( PAGE 30 ) Board is overseeing a carefully planned, long-term strategy that started “Four years ago when I was here, nobody was in streami
Slide 15: The facts don't support Trian's assertions (cont.)
T he facts don’t support Trian’s assertions (cont.) 1 Please see page 2 for how target ROIC is calculated; 2 Puck, Bob Iger’s Full Nelson, 01/15/23 TRIAN’S WHITEPAPER CLAIMS THE ACTUAL FACTS EXECUTIVE COMPENSATION IS NOT PROPERLY TIED TO PERFORMANCE ( PAGE 67 ) It is misleading and inaccurate to ass
Slide 16: The facts don't support Trian's assertions (cont.)
The facts don’t support Trian’s assertions (cont.) 1 Disney investor presentation, 03/11/24; 2 Fortune, The last flicker of the candle as Peltz melts, 01/19/23; 3 Puck, The Crocodile’s Idea, 02/04/24; 4 ROIC is a non-GAAP financial measure. The most comparable GAAP measure is operating income. Pleas
Slide 17: Financial Reconciliations Appendix
FINANCIAL RECONCILIATIONS 19 APPENDIX
Slide 18: Reconciliation of free cash flow
Reconciliation of free cash flow 20 Source: Company filings; 1 Trending to exceed $8bn in free cash flow for FY24 The following table reconciles the Company’s consolidated cash provided by continuing operations to free cash flow: ($MM, unless otherwise noted) Sept. 28, 2019 Oct. 3, 2020 Oct. 2, 2021
Slide 19: Return on invested capital reconciliation
Return on invested capital reconciliation 20 1 Reflects the average of invested capital at the end of such fiscal year and the end of the immediately prior fiscal year. Invested capital is defined as the remainder of the segment's total assets at a fiscal year end minus the sum of such segment's a)
Slide 20: The Walt Disney Company
The Walt Disney Company ©Disney and related entities