15 slides from Walt Disney Company (the)'s proxy contest presentation, Mar 12, 2024
Slide 1: Blackwells Reveals ValueAct's Management of Disney's Pension Funds
Blackwells Reveals ValueAct’s Management of Disney’s Pension Funds The Walt Disney Company (NYSE: DIS) MARCH 2024 THEFUTUREOFDISNEY.COM Shareholders Should Disregard ValueAct’s Endorsement of the Board
Slide 2: Disclaimer
The views expressed in this presentation (the “Presentation”) represent the opinions of Blackwells Capital LLC and/or certain of its affiliates (“Blackwells”) and the investment funds it manages that hold shares in The Walt Disney Company (the “Company”, “Disney” or “DIS”) . The Presentation is for
Slide 3: Disney Board flaunts ValueAct's endorsement and information-sharing arrangement
ValueAct Presentation, March 7, 2024 Disney Presentation to ISS, March 11, 2024 The Disney Board continues to flaunt ValueAct’s endorsement and Information - Sharing Arrangement entered into during a contentious 3 - way proxy battle… Disney Press Release, January 3, 2024 “Disney is the world’s leadi
Slide 4: ValueAct has managed hundreds of millions of Disney's pension fund assets for over a decade
…While failing to disclose that ValueAct (1) has managed hundreds of millions of dollars of Disney’s pension fund assets for over a decade (1) Includes funds managed by ValueAct’s affiliates. Source: Company filings on Form 5500, filed with the Department of Labor. The Form 5500 for fiscal year 2022
Slide 5: Market Value Of Disney's Pension Investments Managed By ValueAct
54 151 155 165 250 364 352 448 355 2020 2021 2022 ($ millions) 1 2014 2015 2016 2017 2018 2019 (1) Includes funds managed by ValueAct’s affiliates. Source: Company filings on Form 5500, filed with the Department of Labor. Filings on Form 5500 have not yet Market Value Of Disney’s Pension’s Investmen
Slide 6: Estimated Cumulative Fees
2 5 9 17 22 46 60 88 95 Estimated Cumulative Fees (1)(2) 2014 2015 2016 2017 2018 2019 2020 2021 2022 Did the Board raise ValueAct’s endorsement to ISS without mentioning ValueAct’s management of Disney’s pension funds? Did the Board know about ValueAct’s management of funds prior to authorizing the
Slide 7: Committees and CFO approved or oversaw the ValueAct investment
Source: Company website; Company filings. Compensation Committee Charter of The Walt Disney Company Disney Hourly Savings and Investment Plan, Registration Statement on Form S - 8, dated 3/20/2019 Definitive Proxy Statement of The Walt Disney Company, dated 2/1/2024 The Walt Disney Company Form 10 -
Slide 8: Is the Board violating Disney's commitment to its shareholders?
Source: Disney Standards of Business Conduct; voteDisney.com; Definitive Proxy Statement filed by Disney on February 2, 2024. https://impact.disney.com/app/uploads/Current/TWDC - Standards - of - Business - Conduct.pdf “Our policies are designed to… [p]romote transparency – we don’t engage in any ac
Slide 9: Information Sharing Agreement demonstrates poor shareholder responsiveness and governance failures
The Information Sharing Agreement demonstrates poor shareholder responsiveness, and clear governance failures Source: Disney Standards of Business Conduct; Disney Code Of Business Conduct And Ethics For Directors, as available on the Disney website. Source: https:/ /w w w.dol.gov/sites/dolgov/files/
Slide 10: Should ValueAct be considered a Participant in this solicitation?
Source: Regulations 14a - 6(g); 14a - 2(b)(1)(ix); 14a - 101 of the Securities Exchange Act of 1934, as amended. Should shareholders consider the almost $100 million dollars paid by Disney to ValueAct as motivation for ValueAct to have endorsed the Disney Board in the midst of a 3 - way proxy battle
Slide 11: ValueAct's silence on the topic is deafening
Council of Institutional Investors LinkedIn Post, March 6, 2024 ValueAct’s “Core Values” Source: Value Act Website, “Core Values.”; PX14A6G filed by ValueAct with the SEC on March 7, 2024. ValueAct’s silence on the topic is deafening Why didn’t Mr. Morfit mention these important facts in his present
Slide 12: ValueAct's disclaimer omits its management of Disney pension fund assets
Source: PX14A6G filed by ValueAct on March 7, 2024, Slides 2, 19. (1) Includes fees potentially earned by ValueAct’s affiliates. Neither ValueAct’s 594 - word disclaimer nor its ‘commitment rationalization’ slide mention that ValueAct has managed and earned fees (1) from Disney’s pension fund assets
Slide 13: ValueAct relationship not mentioned in Disney's disclaimer
The ValueAct relationship is not mentioned in Disney’s disclaimer nor is it mentioned anywhere else in its investor presentation Disney does however expose that Trian was fired from managing Disney pension fund assets two years ago, suggesting the Disney’s Board must have been clearly aware of the V
Slide 14: Blackwells' continued efforts to eliminate information asymmetry
Blackwells’ continued efforts to eliminate information asymmetry January 22, 2024 Blackwells files Preliminary Proxy Statement for Disney’s 2024 Annual Meeting “Demands Disney share information equally with all shareholders, not just ValueAct . ” “On a related note, we remain particularly disappoint
Slide 15: Disney Board should immediately disclose fees and publicize the agreement
Disclose all fees that Disney paid to ValueAct in 2023 and 2024 YTD. The Disney Board should immediately: File updated proxy materials with complete and accurate disclosures. Publicize the Information - Sharing Agreement between Disney and ValueAct. Share all information that Disney has shared with