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The Walt Disney Co. and Dan Loeb’s Third Point LLC have a deal.
Disney says that it has entered into a support agreement with the hedge fund, which will include “customary standstill, voting and other provisions through Disney’s 2024 Annual Meeting of Shareholders,” per the company.
According to a securities filing, Third Point has agreed to not acquire more than 2 percent of Disney’s outstanding stock; seek the removal of any board member or or propose any new nominees (that Disney’s board does not also approve of); present any proposals at Disney’s annual meeting; or solicit a proxy or other referendum from other shareholders.
“We have a productive and collegial relationship with Third Point, with whom we share a deep commitment to continue building on Disney’s many successes and increasing shareholder value,” Disney CEO Bob Chapek said in a statement.
In addition, Disney has named veteran tech executive Carolyn Everson to its board of directors, at Loeb’s recommendation. Everson was most recently president of Instacart, and before that was a senior executive at Facebook, where she led its advertising business. She also worked as COO of Viacom, and as an ad sales executive at Microsoft.
Loeb had been pushing Disney to diversify its slate of directors. The addition of Everson brings the size of the board to 12 directors. Her experience in digital advertising may be valuable as Disney prepares to launch its ad-supported tier of Disney+ later this year.
“I am incredibly excited and honored to join The Walt Disney Company’s Board and work alongside the outstanding directors and extraordinarily talented management team,” added Everson. “Disney is a beloved brand with an incredible history that brings joy to millions of consumers around the world and one that has meant so much to me and my family over the years. I am fully committed to helping progress Disney’s strategic priorities at an exciting time for the business and industry at large.”
Third Point disclosed its stake last month, with Loeb calling for new board members, a spinoff or sale of ESPN, and further cost cutting. Earlier this month Loeb backed off his call to jettison ESPN, saying that he now has a “better understanding of ESPN’s potential as a stand-alone business.”
According to the support agreement, Third Point owns approximately $600 million worth of Disney stock.
“We are pleased with our productive and ongoing dialogue with Bob and Disney’s management team,” added Loeb. “The expansion of Disney’s Board of Directors to include Carolyn Everson will add an important new perspective to an already accomplished group.”
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