DIS Shareholders and Stock Info ONLY

[wabbott]

https://www.msn.com/en-us/money/com...deal-to-gain-control-of-paramount/ar-AA1mLCyk

Skydance Backers Explore All-Cash Deal to Gain Control of Paramount
CEO Ellison, his father, Larry, and other investors are in talks to buy Redstone’s stake in National Amusements, Paramount’s parent

By Jessica Toonkel and Miriam Gottfried
Jan. 10, 2024 - 2:04 pm EST

Shari Redstone, whose family controls Paramount Global, has entertained several offers over the years to buy its famed movie studio. Skydance Media CEO David Ellison is eyeing something more ambitious.

Ellison is discussing an all-cash bid for Paramount’s parent, National Amusements, with financial help from other Skydance investors including his father, billionaire Larry Ellison, according to people familiar with the matter. The investors would buy at least a majority stake in National Amusements from the Redstones, the people said.

If a deal is successful, the Ellison-led group would pursue a second deal to merge Paramount Global with Skydance, the company behind Tom Cruise’s “Top Gun: Maverick.” Being able to merge Paramount with Skydance is key for the Skydance investors to close a deal, said some of the people.

The proposed two-step deal would likely be complicated given Paramount’s dual-class share structure and the amount of capital needed for the transaction. The talks with National Amusements are still in the very early stages—Skydance investors haven’t yet done diligence on Paramount and the deal could fall apart, some of the people said.

The purchase of National Amusements would require the Skydance investors to pony up more cash beyond what they have already invested in the company, according to people familiar with the matter.

The discussions about the future of one of Hollywood’s storied studios come as the entertainment industry grapples with a structural decline in cable viewership, flagging moviegoing and the challenging economics of streaming.

A deal would mark an end of Shari Redstone’s control of her family’s media empire. The daughter of media mogul Sumner Redstone, she took over National Amusements five years ago after battling with her late father, his girlfriends and senior company executives for control of the entertainment empire. She pushed for a recombination of the two media companies that National Amusements controlled, Viacom and CBS, which merged in 2019 and were later rebranded as Paramount Global.

Redstone controls National Amusements, which owns 77% of the voting shares of Paramount.

By buying National Amusements, the Skydance investors would also control Paramount’s cable-television networks, which include Nickelodeon, Comedy Central and MTV, as well as several movie theaters.

While there are other potential suitors for Paramount, including Warner Bros. Discovery, Redstone’s talks with Skydance’s Ellison are more advanced, the people said.

A subsequent merger of Skydance and Paramount could be complicated by the need to assign valuations to each. Paramount would likely establish an independent committee of directors to review whether a merger with Skydance would be in the best interest of Paramount’s noncontrolling shareholders. There is no guarantee that those Paramount shareholders will ultimately support the plan.

Skydance is backed by investors including Ellison’s father, Larry; private-equity firms RedBird Capital Partners and KKR; as well as Chinese tech investment giant Tencent. The company last year raised $400 million in new capital, valuing Skydance at more than $4 billion. Paramount has a market capitalization of about $9.5 billion.

Paramount, like its peers, is struggling to make its streaming business profitable as its traditional TV business continues to shrink. Paramount Global has spent heavily on original content for the Paramount+ streaming service, including dramas from “Yellowstone” creator Taylor Sheridan.

It also has pricey rights deals for National Football League and NCAA college football and basketball games that air on its streaming service and cable networks.

The number of pay-TV subscribers in the U.S. fell by 7.3% in the third quarter compared with a year earlier, the fastest rate of decline ever recorded, according to MoffettNathanson.

Paramount just renewed an agreement with Comcast for distribution of its TV networks, but the entertainment company’s carriage deal with Charter is up this spring. Charter dropped eight Disney-owned channels in a new distribution deal between those companies last year.

Paramount and Skydance already have deep ties. In addition to “Top Gun: Maverick,” Skydance has co-produced movies and TV shows with Paramount including the “Mission: Impossible” franchise and the Amazon shows “Reacher” and “Jack Ryan.”

Besides Skydance, the most prominent potential suitor to emerge for Paramount is Warner Bros. Discovery, whose CEO David Zaslav met Paramount CEO Bob Bakish in December and discussed a possible merger between the companies.

While Warner has continued to express interest, those discussions haven’t advanced, the people said.

Joe Flint contributed to this article.

Write to Jessica Toonkel at jessica.toonkel@wsj.com and Miriam Gottfried at Miriam.Gottfried@wsj.com

 

[wabbott]

https://deadline.com/2024/01/disney...ising-tech-data-showcase-1235712408/#comments

Disney CEO Bob Iger Opens Company’s Tech And Data Showcase At CES With Video Message Touting Company’s “Century Of Experience” As Execs Unveil New Advertiser Offerings

By Dade Hayes - Business Editor @dadehayes January 10, 2024 5:47pm PST

Disney convened its fourth annual Tech and Data Showcase for advertisers at CES in Las Vegas on Wednesday, kicking it off with affirmation from CEO Bob Iger.

“We know from a century of experience that when we marry our exceptional creativity with our relentless commitment to innovation, the results are never less than extraordinary,” Iger said in a video message. “The possibilities before us have never been more exciting and I’m so pleased for you to hear from the team today about the trails they’re blazing.”

Disney Advertising President Rita Ferro came onstage a minute later, beginning a series of exec remarks highlighting various initiatives across content, advertising and technology. (Chief Brand Officer Asad Ayaz focused his segment on the company’s big plans for fan confab D23.)

Ads are a key component to Disney meeting its closely scrutinized goal of turning a profit in streaming by the end of this year. While the Disney+ flagship reached 150 million global subscribers in the most recent quarter, Iger and his management team continue to face questions about the financial viability of the streaming business. Although scale has enabled the company to implement price increases, ad revenue will take some pressure off the drive to attain subscribers, which Iger himself has conceded was a misstep after the ultra-successful early rollout of Disney+ in late-2019 and 2020.

Alluding to newer players in streaming advertising (like rival Netflix, though no names were named), Ferro said Disney tech stack was “intentionally built for streaming” many years ago. “We’re not renting or borrowing our technology,” she said. “It’s no one else’s technology. We own it. And unlike others, who recently decided to get into the advertising business as part of their business strategy, Disney is in it from the beginning.”

While the ad tier of Disney+ is new, having launched a little more than a year ago, Hulu’s roots are deep. The service launched in 2007 as an ad-only streaming outlet before adding a tier for ad-free viewing in 2015. Disney recently took full control of Hulu after buying out Comcast’s one-third stake.

Ferro said half of new subscribers to Disney+ are choosing the cheaper, ad-supported version, with view times on the ad-free and ad-supported tiers thus far nearly the same. That balance “speaks to the combined quality of our user experience, our content and our advertising,” the exec asserted.

The company announced several new offerings for advertisers during the event, including Disney’s first “shoppable” experience, Gateway Shop, and partnerships with Innovid and Lucid Impact Measurement by Cint. Disney is also launching a tech-enabled product it dubs Magic Words, which enables brands to target specific scenes and moments and characters from across the company’s array of networks, studios and platforms. A food advertiser, Ferro explained, could find specific bits of dialogue or segments during a talk show where they could insert their messages.

“Through the power of this context, brands can capture a specific moment, mood or emotion
and personalize your messaging around that emotion,” Ferro said. “We believe the combination of being able to reach the right audience in just that right moment or mood has the potential to be magic.”

The Magic Words feature is currently “in discovery,” Ferro said, and will roll out at the upfront for beta partners, with full availability by the end of the year.

 

[wabbott]

https://techcrunch.com/2024/01/11/a...ofitability-pixar-to-undergo-layoffs-in-2024/

As Disney pushes towards streaming profitability, Pixar to undergo layoffs in 2024
Sarah Perez@sarahpereztc / 5:00 PM CST•January 11, 2024

Disney-owned animation studio Pixar is poised to undergo layoffs this year, TechCrunch has learned and the company confirmed. While sources at the company said the layoffs would be significant and as high as 20% — or reductions that would see Pixar’s team of 1,300 dropped to under 1,000 over the coming months — Pixar says those numbers are too high. Rather, the studio said the number of impacted employees is still being determined due to factors like production schedules and staffing for future greenlit films.

The studio stressed the layoffs are not imminent, but will take place later this year as Pixar focuses on making less content.

According to insiders, the Pixar layoffs include headcount that was hired for Disney+ — hires Disney pushed on Pixar to produce for its streaming division, which hasn’t yet turned a profit.

In Q4, Disney+ added 7 million new subscribers, bringing its total to 150.2 million, including Hotstar, beating analysts’ expectations of 148.15 million subscribers. Disney+’s ad-supported customers also grew by 2 million to reach 5.2 million, as more than 50% of new U.S. customers chose an ad-supported product.

A Disney subsidiary, Pixar is best known for films like “Finding Nemo,” “Monsters, Inc.” “WALL-E,” the “Toy Story” franchise, and others. It’s now the latest to be impacted by Disney’s cost-cutting measures, which the company said during its Q4 earnings would increase by an additional $2 billion to reach a target of $7.5 billion, following a decrease in ad revenue from ABC and other TV stations and continued (though narrowing) losses within the Disney+ streaming division.

Disney said it expects to get its streaming service out of the red by Q4 2024 as a result of the “restructuring” of the company that “enabled tremendous efficiencies,” CEO Bob Iger told investors during earnings. In addition, it has been cutting down on its streaming losses. As of Q4 2022, Disney+ lost nearly $1.5 billion; in Q4 2023, it lost “just” $387 million.

Pixar’s “Elemental” was cited as one of the popular titles to hit the streaming platform in the quarter alongside other Disney and Marvel releases, like “The Little Mermaid” and “Guardians of the Galaxy Vol. 3.” “Elemental” had grossed half a billion worldwide, Disney said, and was the most-viewed film on Disney+ in the quarter, but was initially considered a box office bomb and one of the worst debuts in Pixar’s 28-year history. The film made up for its poor opening over time, but had followed other under-performing titles like “Lightyear” and “Onward,” which forced Disney to reconsider its release strategy.

Pixar’s “Onward,” released in March 2020, had run into issues due to the start of the Covid pandemic, but “Soul,” “Luca,” and “Turning Red” were released directly to Disney+.

“Disney had more or less trained audiences to expect big, hot Pixar content at home,” explained Brandon Katz, an entertainment industry strategist at Parrot Analytics. “Retraining the audience to re-embrace the theatrical experience and prioritize that…takes time.”

Katz also noted that Pixar has had to contend with other changes in audience behavior and preferences, beyond the shift to streaming. For example, audiences in the 2010s preferred pre-established IP, which required less marketing and less buy-in from consumers. Now, audiences are facing sequel and franchise fatigue.
“That pendulum swing has been hard for all studios, Pixar included, to keep up with,” Katz added. “If you look at their box office history, [2017’s] ‘Coco’ was their last megabucks box office original — meaning, surpassing $500 million-plus worldwide.”

This year, the animation studio is set to release an “Inside Out” sequel and, in 2025, “Elio,” a new film about a boy who goes on an intergalactic adventure. This pace could help keep Pixar’s budget in line, which tends to hover around $200 million per film, Katz noted. Other animation houses have smaller budgets, like $75-100 million at Illumination and $70-145 million at DreamWorks.

“Every single film when they’re at, 200 million plus, is going to require significant box office returns to break even and turn a profit,” he said.

Earlier in 2023, Pixar laid off 75 positions including two executives behind “Lightyear,” Reuters reported, including longtime animators Angus MacLane (“Toy Story 4,” “Coco”) and Galyn Susman, who had been with Pixar since the original “Toy Story.” Those cuts were part of Iger’s plan to reduce headcount by 7,000 jobs and $5.5 billion in costs, the report said.

“Turning streaming into a profitable growth business” was a top opportunity Iger cited for 2024, he told investors in Q4.
Also this year, Disney+ will gain Hulu content in the U.S., in another bid to boost its streaming business, mirroring other consolidation among its peers, including the Warner Bros and Discovery merger and a rumored Paramount merger.

Disney execs at the Consumer Electronics Show this week in Las Vegas have been showcasing Disney’s ad tech that works across its linear and streaming platforms, following 2023’s launch of ad-supported streaming on Disney+

 

[Obi-J Kenobi]

https://techcrunch.com/2024/01/11/a...ofitability-pixar-to-undergo-layoffs-in-2024/

As Disney pushes towards streaming profitability, Pixar to undergo layoffs in 2024
Sarah Perez@sarahpereztc / 5:00 PM CST•January 11, 2024

Disney-owned animation studio Pixar is poised to undergo layoffs this year, TechCrunch has learned and the company confirmed. While sources at the company said the layoffs would be significant and as high as 20% — or reductions that would see Pixar’s team of 1,300 dropped to under 1,000 over the coming months — Pixar says those numbers are too high. Rather, the studio said the number of impacted employees is still being determined due to factors like production schedules and staffing for future greenlit films.

The studio stressed the layoffs are not imminent, but will take place later this year as Pixar focuses on making less content.

According to insiders, the Pixar layoffs include headcount that was hired for Disney+ — hires Disney pushed on Pixar to produce for its streaming division, which hasn’t yet turned a profit.

In Q4, Disney+ added 7 million new subscribers, bringing its total to 150.2 million, including Hotstar, beating analysts’ expectations of 148.15 million subscribers. Disney+’s ad-supported customers also grew by 2 million to reach 5.2 million, as more than 50% of new U.S. customers chose an ad-supported product.

A Disney subsidiary, Pixar is best known for films like “Finding Nemo,” “Monsters, Inc.” “WALL-E,” the “Toy Story” franchise, and others. It’s now the latest to be impacted by Disney’s cost-cutting measures, which the company said during its Q4 earnings would increase by an additional $2 billion to reach a target of $7.5 billion, following a decrease in ad revenue from ABC and other TV stations and continued (though narrowing) losses within the Disney+ streaming division.

Disney said it expects to get its streaming service out of the red by Q4 2024 as a result of the “restructuring” of the company that “enabled tremendous efficiencies,” CEO Bob Iger told investors during earnings. In addition, it has been cutting down on its streaming losses. As of Q4 2022, Disney+ lost nearly $1.5 billion; in Q4 2023, it lost “just” $387 million.

Pixar’s “Elemental” was cited as one of the popular titles to hit the streaming platform in the quarter alongside other Disney and Marvel releases, like “The Little Mermaid” and “Guardians of the Galaxy Vol. 3.” “Elemental” had grossed half a billion worldwide, Disney said, and was the most-viewed film on Disney+ in the quarter, but was initially considered a box office bomb and one of the worst debuts in Pixar’s 28-year history. The film made up for its poor opening over time, but had followed other under-performing titles like “Lightyear” and “Onward,” which forced Disney to reconsider its release strategy.

Pixar’s “Onward,” released in March 2020, had run into issues due to the start of the Covid pandemic, but “Soul,” “Luca,” and “Turning Red” were released directly to Disney+.

“Disney had more or less trained audiences to expect big, hot Pixar content at home,” explained Brandon Katz, an entertainment industry strategist at Parrot Analytics. “Retraining the audience to re-embrace the theatrical experience and prioritize that…takes time.”

Katz also noted that Pixar has had to contend with other changes in audience behavior and preferences, beyond the shift to streaming. For example, audiences in the 2010s preferred pre-established IP, which required less marketing and less buy-in from consumers. Now, audiences are facing sequel and franchise fatigue.
“That pendulum swing has been hard for all studios, Pixar included, to keep up with,” Katz added. “If you look at their box office history, [2017’s] ‘Coco’ was their last megabucks box office original — meaning, surpassing $500 million-plus worldwide.”

This year, the animation studio is set to release an “Inside Out” sequel and, in 2025, “Elio,” a new film about a boy who goes on an intergalactic adventure. This pace could help keep Pixar’s budget in line, which tends to hover around $200 million per film, Katz noted. Other animation houses have smaller budgets, like $75-100 million at Illumination and $70-145 million at DreamWorks.

“Every single film when they’re at, 200 million plus, is going to require significant box office returns to break even and turn a profit,” he said.

Earlier in 2023, Pixar laid off 75 positions including two executives behind “Lightyear,” Reuters reported, including longtime animators Angus MacLane (“Toy Story 4,” “Coco”) and Galyn Susman, who had been with Pixar since the original “Toy Story.” Those cuts were part of Iger’s plan to reduce headcount by 7,000 jobs and $5.5 billion in costs, the report said.

“Turning streaming into a profitable growth business” was a top opportunity Iger cited for 2024, he told investors in Q4.
Also this year, Disney+ will gain Hulu content in the U.S., in another bid to boost its streaming business, mirroring other consolidation among its peers, including the Warner Bros and Discovery merger and a rumored Paramount merger.

Disney execs at the Consumer Electronics Show this week in Las Vegas have been showcasing Disney’s ad tech that works across its linear and streaming platforms, following 2023’s launch of ad-supported streaming on Disney+

Sad.

 

[Cfabar1]

Bring back Eisner… Time for new leadership and for a creative thinker to be back in charge!

 

[OKW Lover]

Bring back Eisner… Time for new leadership and for a creative thinker to be back in charge!

Only if you can bring back Frank Wells too. Eisner without Wells to compensate was horrible.

 

[Cfabar1]

Only if you can bring back Frank Wells too. Eisner without Wells to compensate was horrible.

I was more thinking Michael Ovitz might be a better partner….

 

[Elijah Abrams]

Bring back Eisner… Time for new leadership and for a creative thinker to be back in charge!

It’s too late for that now. Eisner is old (81) and he is happier with his own company (The Tornante Company, the makers of Bojack Horseman).

 

[RivShore]

https://nypost.com/2024/01/12/sport...nt-that-could-give-league-equity-in-tv-giant/

ESPN, NFL in advanced talks on agreement that could give league stake in TV giant​

 

[Cfabar1]

Would be a very good thing if it happens. ESPN really needs some great rights.

 

[wabbott]

https://www.latimes.com/entertainme...-12/nfl-advanced-talks-stake-disney-espn-iger

NFL is in advanced talks on taking a stake in Disney’s ESPN
By Stephen Battaglio
Jan. 12, 2024 6:34 PM PST

Talk about a wild card weekend.

In what would be a stunning move, the NFL and the Walt Disney Co. are contemplating a pair-up that would give the league a stake in the sports media company, said a source familiar with the deal who was not authorized to comment.

The New York Post first reported late Friday that discussions have gone far enough for the league to inform the Players Assn. and team owners.

A representative for ESPN declined to comment.

In return for the league’s equity stake, according to the Post, ESPN would take control of NFL Media, the entity that owns the league’s production unit, NFL Films, and the league’s cable channels — the NFL Network and RedZone, NFL.com and NFL+, the recently launched streaming service that enables subscribers to watch games and other related content on mobile devices.

Walt Disney Co. Chief Executive Bob Iger previously mentioned the possibility of finding an equity partner for ESPN, which while still profitable faces a challenging future as pay TV cord-cutting threatens the subscription revenue that has made it one of the most successful media businesses in history.

ESPN has long been the most expensive part of the pay TV bundle, currently getting close to $9 per subscriber. It is now in 73 million homes, down from 98.5 million in 2013.

While the pay TV universe is shrinking, media rights fees are escalating as deep-pocketed tech companies such as Amazon and Apple are vying for properties to add to their streaming services.

One question that will need to be addressed is the reaction of the NFL’s other media partners, NBC, CBS, Amazon, YouTube and Fox, which along with Disney are committed to pay the league more than $100 billion over the next 10 years.

Disney’s package includes “Monday Night Football,” which aired on both ABC and ESPN this past season, and two Super Bowls.

ESPN, which could make itself available to noncable homes with a direct-to-consumer streaming service as soon as next year, has tried to find ways to make itself more appealing to younger consumers who are forgoing pay TV subscriptions.

The company recently took an equity stake in a gaming company, Penn National, and put its famous logo on a gambling app called ESPN Bet.

ESPN also licensed the rowdy YouTube show hosted by former NFL player Pat McAfee and airs it weekday afternoons on its cable and streaming channels.

ESPN has found there are risks in taking on outside partners that are not under the total control of the company.

McAfee put ESPN in an embarrassing position as his show gave a regular forum to New York Jets quarterback Aaron Rodgers, who has been critical of COVID-19 vaccine mandates and insinuated without evidence that ABC late-night host Jimmy Kimmel might show up on the list of visitors to pedophile Jeffrey Epstein’s island.

Kimmel threatened to sue Rodgers over the remark, turning the conflict into a tabloid saga for the past week.

 

[HokieRaven5]

https://nypost.com/2024/01/12/sport...nt-that-could-give-league-equity-in-tv-giant/

ESPN, NFL in advanced talks on agreement that could give league stake in TV giant​

When 93 of the top 100 watched programs of 2023 were NFL content, decent partner to have.

 

[Elijah Abrams]

https://nypost.com/2024/01/12/sport...nt-that-could-give-league-equity-in-tv-giant/

ESPN, NFL in advanced talks on agreement that could give league stake in TV giant​

https://www.latimes.com/entertainme...-12/nfl-advanced-talks-stake-disney-espn-iger

NFL is in advanced talks on taking a stake in Disney’s ESPN
By Stephen Battaglio
Jan. 12, 2024 6:34 PM PST

Talk about a wild card weekend.

In what would be a stunning move, the NFL and the Walt Disney Co. are contemplating a pair-up that would give the league a stake in the sports media company, said a source familiar with the deal who was not authorized to comment.

The New York Post first reported late Friday that discussions have gone far enough for the league to inform the Players Assn. and team owners.

A representative for ESPN declined to comment.

In return for the league’s equity stake, according to the Post, ESPN would take control of NFL Media, the entity that owns the league’s production unit, NFL Films, and the league’s cable channels — the NFL Network and RedZone, NFL.com and NFL+, the recently launched streaming service that enables subscribers to watch games and other related content on mobile devices.

Walt Disney Co. Chief Executive Bob Iger previously mentioned the possibility of finding an equity partner for ESPN, which while still profitable faces a challenging future as pay TV cord-cutting threatens the subscription revenue that has made it one of the most successful media businesses in history.

ESPN has long been the most expensive part of the pay TV bundle, currently getting close to $9 per subscriber. It is now in 73 million homes, down from 98.5 million in 2013.

While the pay TV universe is shrinking, media rights fees are escalating as deep-pocketed tech companies such as Amazon and Apple are vying for properties to add to their streaming services.

One question that will need to be addressed is the reaction of the NFL’s other media partners, NBC, CBS, Amazon, YouTube and Fox, which along with Disney are committed to pay the league more than $100 billion over the next 10 years.

Disney’s package includes “Monday Night Football,” which aired on both ABC and ESPN this past season, and two Super Bowls.

ESPN, which could make itself available to noncable homes with a direct-to-consumer streaming service as soon as next year, has tried to find ways to make itself more appealing to younger consumers who are forgoing pay TV subscriptions.

The company recently took an equity stake in a gaming company, Penn National, and put its famous logo on a gambling app called ESPN Bet.

ESPN also licensed the rowdy YouTube show hosted by former NFL player Pat McAfee and airs it weekday afternoons on its cable and streaming channels.

ESPN has found there are risks in taking on outside partners that are not under the total control of the company.

McAfee put ESPN in an embarrassing position as his show gave a regular forum to New York Jets quarterback Aaron Rodgers, who has been critical of COVID-19 vaccine mandates and insinuated without evidence that ABC late-night host Jimmy Kimmel might show up on the list of visitors to pedophile Jeffrey Epstein’s island.

Kimmel threatened to sue Rodgers over the remark, turning the conflict into a tabloid saga for the past week.

I’m just worried Disney will end up losing ownership of ESPN, either right after this transaction or in the future.

 

[wabbott]

https://www.hollywoodreporter.com/b...oard-nominees-amid-activist-fight-1235790084/

Disney Formally Rejects Nelson Peltz’s Board Nominees; Iger’s Pay Hits $31.6M
The company denied the nominations of Peltz, who also floated former CFO James Rasulo for the board.

January 16, 2024 2:21pm PST
By Alex Weprin

Amid an activist investor fight with Nelson Peltz and his Trian fund, the Bob Iger-led Disney formally rejected nominations that Peltz offered for the board of directors and put forward its own slate.

Disney’s board presented these nominees: Mary T. Barra, Safra A. Catz, Amy L. Chang, D. Jeremy Darroch, Carolyn N. Everson, Michael B.G. Froman, James P. Gorman, Robert A. Iger, Maria Elena Lagomasino, Calvin R. McDonald, Mark G. Parker and Derica W. Rice.

“The nominees reflect Disney’s ongoing commitment to a strong Board focused on the long-term performance of the company, strategic growth initiatives, the succession planning process, and increasing shareholder value,” the company stated.

The nominees came in the company’s preliminary proxy statement, which also had some background on Trian’s board crusade, and revealed executive pay for Iger and other top Disney executives.

Iger’s fiscal 2023 pay was $31.6 million, with former CEO Bob Chapek earning nearly $10 million (he was terminated a few months after Disney’s fiscal 2023 began in November 2022), and former CFO Christine McCarthy taking home a package valued at $18.1 million.

The lion’s share of Iger’s pay package was in stock and option awards.

According to Disney, the company had “no less than 20 meaningful interactions” with Peltz and his Trian Group after the company abandoned its proxy fight a year ago.

The company says that Iger met with Peltz in New York in November, and in that meeting, “Mr. Iger asked Mr. Peltz what courses of action he would recommend to the Board to address his concerns,” per Disney’s proxy filing. “Mr. Peltz again offered no strategic insights or proposed courses of action to address his concerns, and instead responded that he was not there to put forth a plan, he was only there to get a Board seat.”

Disney also revealed why its board chose to reject board seats for Peltz and former Disney CFO Jay Rasulo, who has joined Trian in its board fight.

“In deciding not to recommend Mr. Peltz, the directors considered a number of factors, including that in a two year quest for a seat on the Disney Board, Mr. Peltz had not actually presented a single strategic idea for Disney; that his assessment of Disney seemed oblivious to the ongoing secular change in the media industry; that Mr. Peltz’s experience was primarily in commodity consumer packaged goods businesses and not the media or technology sector, that Mr. Peltz had no experience in a business that is primarily driven by creative talent and focused on delivering uniquely memorable customer experiences; and that Mr. Peltz’s partnership with Mr. Perlmutter, who owns the lion’s share of the equity claimed by the Trian Group, and the complexity of Mr. Perlmutter’s history with Disney and Mr. Iger and other senior executives, created significant concern regarding how that partnership would impact Mr. Peltz’s agenda as a director,” Disney’s proxy stated.

“In deciding not to recommend Mr. Rasulo, the directors considered a number of factors, including that after leaving Disney eight years earlier, Mr. Rasulo had no further executive role at any public company; that the media business, the impact of technology and the competitive universe had radically changed during that eight year period rendering his perspective on Disney stale and not relevant to the challenges of today; that an outdated perspective on the business would be damaging to the ongoing strategic transformation underway; that Mr. Rasulo’s four years as a director and also lead independent director of iHeartMedia, Inc. had not produced strong returns there; and the Board’s belief that Mr. Rasulo’s close relationship with Mr. Perlmutter, coupled with Mr. Rasulo’s having been passed over in the 2015 COO process despite Mr. Perlmutter’s sponsorship of him as a CEO successor, would likely inhibit Mr. Rasulo’s ability to work constructively with Mr. Iger and other executives at the Company with whom Mr. Perlmutter had clashed,” it continued.

The SEC filing also revealed that succession planning is well underway, writing that during the year, the special committee “intensified its focus and adjusted its approach to CEO succession planning.” The company did not say how far along in the process it was.

Generative artificial intelligence was also mentioned, with the company writing that “the full Board also reviews reports regarding certain potential uses of generative artificial intelligence and the development of generative artificial intelligence governance principles,” suggesting that it is paying close attention to the risks and opportunities of the emerging technology.

The filing also revealed that it re-hired Brian Chapek, the son of former CEO Bob Chapek, as a production executive at Marvel Studios. Brian Chapek left the company after his father became CEO to start his own venture, of which Marvel was a client. According to Disney, the company “terminated the contract and re-hired Mr. B. Chapek as an employee” in June 2023, some eight months after his father was terminated as CEO

 

[wabbott]

https://deadline.com/2024/01/disney-bob-chapek-appointed-masimo-board-apple-watch-1235794624/

Ex-Disney Chief Bob Chapek Appointed To Board Of Medical Firm Masimo As Company Battles Apple
By Dade Hayes - Business Editor

January 16, 2024 - 2:42pm PST

Bob Chapek, a nearly three-decade Disney veteran who was ousted in 2022 as the media company’s CEO, has been appointed to the board of directors of medical tech firm Masimo.

The move comes during a dramatic series of events involving Masimo and Apple. The tech giant has been in a patent dispute with the firm over a blood oxygen tool featured in the company’s latest line of smart watches. After the International Trade Commission ruled that the feature infringed on Masimo’s patent, Apple pulled the current edition of the watches off the market. Multiple media outlets reported Monday that the feature is being taken off of the watches in subsequent editions.

Chapek took over as CEO of Disney in February 2020, taking the baton from Bob Iger just as the world began to be upended by Covid. While he managed to steer the company through brutal challenges in the initial stages of the pandemic, he encountered friction in 2021 and 2022. Iger wound up replacing Chapek in November 2022.

Since the turmoil surrounding his exit from Disney, Chapek has kept a fairly low profile.

“I am thrilled to join the Masimo board,” the exec said in a press release. “I look forward to helping advance the company’s growth by leveraging their core technologies in the consumer and consumer health spaces.”

Joe Kiani, Chairman and CEO of Masimo, said, “We are honored to have Bob join the board. As we execute our hospital to home strategy, we expect to benefit greatly from Bob’s role on our board.”

 

[wabbott]

https://www.sec.gov/ix?doc=/Archives/edgar/data/0001744489/000174448924000050/dis-20240116.htm

SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Letter from Our CEO

[•], 2024

Dear Fellow Shareholders,

Over the past year, we have made significant progress to strategically realign The Walt Disney Company for growth and shareholder value creation. Upon my return as CEO last fiscal year, we embarked on a necessary and unprecedented transformation of the Company to confront a number of internal and external challenges and seize the tremendous opportunities before us. First, the Company was completely restructured, restoring creativity to the center of our business. We made important management changes and efficiency improvements to create a more cost-effective, coordinated and streamlined approach to our operations. We aggressively cut costs across the enterprise, putting the Company on track to achieve roughly $7.5 billion in cost reductions – approximately $2 billion more than we originally targeted. And perhaps most importantly, we drastically improved our direct-to-consumer operating income as we approach profitability in streaming.

The underlying strength of our company and the remarkable amount of work we have accomplished in such a brief amount of time has allowed us to move beyond a period of fixing and begin building our businesses again. To that end, we are focused on four key building opportunities that will be central to our success.

First is achieving significant and sustained profitability in streaming. Over the past fiscal year, we have reset this business around economics designed to deliver on this goal, and we believe we are well on the path toward making it a reality. We are rationalizing the volume of content we make and what we spend; perfecting our pricing and marketing strategies; maximizing our enormous advertising potential; and moving toward a more unified one-app experience by making extensive Hulu content available to bundle subscribers via Disney+.

Next is taking ESPN – already the world’s leading sports media brand – and turning it into the preeminent digital sports platform. There is tremendous value in sports, demonstrated by the immense popularity of ESPN’s programming and its growth in both revenue and operating income for the past two fiscal years amidst a backdrop of notable linear industry declines. Today, we are preparing ESPN for a future in streaming that will further harness the power of live sports and entertainment in innovative new ways.

The third building priority is improving the output and economics of our film studios, which produce the content and intellectual property that generate value across the entire company. We are focusing heavily on the core brands and franchises that fuel all our businesses, and reducing output overall to enable us to concentrate on fewer projects and improve quality, all while continuing our effort around the creation of fresh and compelling original IP.

Finally, we are turbocharging growth in our Experiences business, including Domestic and International Parks and our Cruise Line. Historically, investments in this business have yielded attractive returns for shareholders. Given our wealth of stories and characters, innovative technology, buildable land and unmatched creativity, we are confident about the growth potential of our new investments.

We have already made considerable progress on all four of these opportunities, and we are continuing to move forward with urgency and clarity.

Over the past year, we’ve also greatly enhanced the strength of our senior management team. We recently welcomed Hugh Johnston as Senior Executive Vice President and Chief Financial Officer. Hugh joins Disney after 34-years with PepsiCo, where he earned a sterling reputation as one of the best CFOs in America. Sonia Coleman, a 15-year veteran of the Company, was named Senior Executive Vice President and Chief Human Resources Officer, and she has been an invaluable asset throughout our ongoing transformation, particularly the implementation of our new operating structure. Asad Ayaz was named Disney’s first-ever Chief Brand Officer, in addition to his longtime role as President of Marketing for Disney Entertainment Studios, and is now responsible for stewarding and elevating the Disney brand globally across the entire ecosystem of company touchpoints and consumer experiences. These seasoned and skilled leaders join a deep bench of tremendously talented senior executives who are charting Disney’s path forward.
I’m immensely proud of the irrefutable progress we’ve made transforming Disney for the future, and I’m committed to finishing the job so this company is strongly positioned when my successor takes the helm.

Because of that progress and Disney’s continued improved performance, your vote is especially important at this year’s Annual Meeting. As you may have seen, the Trian Group has nominated Nelson Peltz and James Rasulo for election as directors at the Annual Meeting in opposition to the nominees recommended by your Board and the Blackwells Group Nominees and intends to bring the Trian Group Proposal before the meeting. In addition, the Blackwells Group has nominated Craig Hatkoff, Jessica Schell and Leah Solivan for election as directors at the Annual Meeting in opposition to the nominees recommended by your Board and the Trian Group Nominees and intend to bring the Blackwells Group Proposal before the meeting.

I join with all my fellow Board members in not endorsing the Trian Group Nominees or the Trian Group Proposal, the Blackwells Groups Nominees or the Blackwells Group Proposal, and in recommending that you use the WHITE proxy card to vote “FOR” the election of the twelve (12) nominees proposed by your Board (Mary T. Barra, Safra A. Catz, Amy L. Chang, D. Jeremy Darroch, Carolyn N. Everson, Michael B.G. Froman, James P. Gorman, Robert A. Iger, Maria Elena Lagomasino, Calvin R. McDonald, Mark G. Parker and Derica W. Rice) and as your Board recommends on all other proposals.

Please discard and do NOT vote using any [•] proxy card sent to you by the Trian Group or any [•] proxy card sent to you by the Blackwells Group. If you have already submitted a [•] or [•] proxy card, you can revoke such proxy and vote for your Board’s nominees and on the other matters to be voted on at the Annual Meeting by signing and dating the enclosed WHITE proxy card and returning it in the enclosed postage-paid envelope or by voting via Internet by following the instructions on your WHITE proxy card, WHITE voting instruction form or notice. Only your latest validly executed voting instrument will count, and any proxy may be revoked at any time prior to its exercise at the Annual Meeting as described in the accompanying proxy statement.

Your vote is extremely important no matter how many shares you own. Whether or not you expect to attend the meeting, please promptly use your WHITE proxy card to vote by proxy over the Internet or by mail.
On behalf of our senior leadership team, we thank you for your commitment to The Walt Disney Company. Your management team is focused on driving profitable growth and shareholder value creation as we move from a period of fixing to a new era of building, and the results detailed in this letter are testament to the work we have done across the Company this past year. I am bullish about the opportunities we have to create lasting growth and shareholder value, and to strengthen Disney’s position as the world’s leading entertainment company.

Sincerely,
Robert A. Iger
Chief Executive Officer

https://www.sec.gov/Archives/edgar/data/1744489/000095015724000052/defa14a.htm

 

[RivShore]

dupe

 

[RivShore]

The filing also revealed that it re-hired Brian Chapek, the son of former CEO Bob Chapek, as a production executive at Marvel Studios. Brian Chapek left the company after his father became CEO to start his own venture, of which Marvel was a client. According to Disney, the company “terminated the contract and re-hired Mr. B. Chapek as an employee” in June 2023, some eight months after his father was terminated as CEO

Good to know we have a Chapek back on the payroll. LOL

 

[starry_solo]

Did I miss the dividend announcement?

 

[RivShore]

Did I miss the dividend announcement?

Yes, I think they announced it after the last earnings release. Just noticed it hit my account last week.