Disney has secured a critical victory in its shareholder proxy fight against billionaire activist investor Nelson Peltz, allowing the ESPN parent to continue largely on its current strategy of navigating an unprecedented wave of media disruption. 

Following months of accelerating run-up, Disney shareholders firmly rejected a bid Wednesday by Peltz to gain two board seats, affirming the company’s entire recommended slate of 12 directors, including current CEO Bob Iger (above), by what Disney termed “a substantial margin.” The board, as a result, stays populated by Iger-friendly directors, and all but one were appointed on his watch.

Peltz had argued Disney needs to be far more aggressive on multiple business fronts, such as a succession plan for Iger, clarifying ESPN’s digital strategy, overhauling the company’s TV and movie business, and bundling ESPN+ and Netflix. Instead, the shareholder vote marks a strong affirmation for the company’s existing plan, which includes Iger stepping down at the end of 2026. 

For ESPN, that existing plan also includes the development of a stand-alone, direct-to-consumer version of the network debuting next year, a new sports betting partnership with Penn Entertainment, a potential partial equity sale, and a much-debated streaming joint venture with Fox and Warner Bros. Discovery. That DTC version of ESPN will also be made available through Disney+, the company said in its annual shareholder meeting.

“With the distracting proxy contest now behind us, we’re eager to focus 100% of our attention to our most important priorities: growth and value creation for our shareholders and creative excellence for our consumers,” Iger said.

Disney Arguments

Strongly boosting the case for Iger and Disney’s current strategy is a marked escalation in the company’s stock, which is up by more than a third so far this year. But that momentum did not continue Wednesday as shares closed down more than 3% to $118.98 each.

Despite the loss, Peltz and his Trian Fund Management still claimed some credit for influencing Disney’s current trajectory.

“We are proud of the impact we have had in refocusing the company on value creation and good governance,” Trian said. 

Iger, meanwhile, also lauded the ongoing rise of women’s sports, citing record viewership generated Monday on ESPN for March Madness, and said he’s “never been more bullish” on women’s sports than he is now.

Endeavor’s move to become a private company is additionally creating a new media entity, in part targeting the sports industry, that will be run by one of the company’s key leaders.

Patrick Whitesell, Endeavor executive chairman, will be starting and leading a separate company that will receive $250 million in seed equity from Silver Lake, the private equity giant that is leading the Endeavor privatization. The business, according to a filing made Wednesday with the U.S. Securities and Exchange Commission, is “(a) investing in and providing services to companies in the entertainment, media and sports industries, (b) developing, producing, financing and exploiting film, television and digital audio visual content, (c) talent management and (d) consulting with other entertainment companies.”

Whitesell will retain his role with Endeavor, and particularly the WME agency it controls, while also leading this new venture. But the filing provides a further window into the lengths that Endeavor and its key leaders are going to create additional value in and around the company, as well as additional terms of the Silver Lake deal. A lack of full recognition from investors in what Endeavor has built in recent years helped prompt the move to go private. 

Among the other elements contained in the latest Endeavor SEC filing:

• CEO Ari Emanuel is set to receive a $25 million “asset sale bonus” as part of the deal and also will get quarterly royalty payments equal to 2.5% of quarterly net cash profits for WME. He will get a company plane, as well as reimbursement for costs related to usage of it. Additionally, Emanuel will receive a series of equity awards in the newly private Endeavor. 
• Endeavor president and COO Mark Shapiro will see his base salary more than double from $3 million to $7 million, and he is also now eligible for a guaranteed annual bonus of $15 million for every year he is with the newly private company, as well as a bonus of up to $100 million upon completion of certain qualifying asset sales.
• If Endeavor enters into a “superior proposal” than the Silver Lake deal, it will pay a breakup fee of $288.5 million. If Silver Lake fails to complete the agreement, it will pay a $705 million termination fee.

Endeavor is the majority owner of UFC and WWE parent TKO Group Holdings, and is also the corporate parent of assets such as IMG, On Location, and Professional Bull Riders.