The Walt Disney Company Annual Shareholders Meeting is happening on April 3rd, and it may change the company’s future forever.

©Getty Images

Disney has been involved in a heated proxy battle with activist investor Nelson Peltz, who is petitioning to get multiple seats on the Company’s Board of Directors. Trian Partners nominated Peltz and former Disney CFO Jay Rasulo to be elected to the Board, but Disney has made it clear they don’t endorse either candidate. And now, just two days ahead of the crucial meeting, a Disney board member is speaking out.

Disney Board Member Carolyn Everson has shared her thoughts on the upcoming proxy vote in an interview with CNBC. Everson is a newer member of the board, whose first day was the same Bob Iger returned as Disney CEO. She shared that as of now, the board’s “number one priority” is to oversee the succession process.

©CNBC

Everson added that the board is “completely focused” on garnering a successful transition at the end of 2026 when Iger’s contract is up. The Succession Planning Committee of the board has been working on “buttoning up” the process and working with Iger to look at both internal and external candidates for his replacement.

And, Iger has been mentoring and traveling with the internal candidates to feel them out as potential CEOs.

©CNBC

When asked if the board was prepared for Iger to walk away from Disney should Peltz and pals actually win seats, Everson replied, “that would be a terrible outcome for Disney.” She continued that while Disney wants harmony in the board room, they also want there to be “really good debate,” though she’s confident in the current board’s ability to lead the company.

In the past, various members of the board oversaw “great succession planning” at companies prior to joining Disney, and Everson believes that to be the case here as well.

©Disney

Disney has made it clear that “the Board does NOT endorse the nominations of Nelson Peltz and James Rasulo put forth by Trian Fund Management, L.P. and its affiliates, led by Nelson Peltz and supported by former Disney executive Isaac Perlmutter (collectively, the “Trian Group”).” The notice went on to say, “The Board recommends that shareholders do not vote for the Trian Group nominees and that they reject a related proposal from the Trian Group to amend the Company Bylaws.”

Disney also previously stated that the Board “does not endorse the nominations of Craig Hatkoff, Jessica Schell and Leah Solivan put forth for election as directors by Blackwells Onshore I LLC, Blackwells Capital LLC and Jason Aintabi (collectively, the “Blackwells Group”).”

©Trian Partners

Disney has put forth a list of 12 nominees for the board. Here are the people that Disney endorses:

• Mary T. Barra — Chair and Chief Executive Officer of General Motors Co.
• Safra A. Catz — Chief Executive Officer of Oracle Corp. and its former President
• Amy L. Chang — former senior executive at Cisco Systems, Inc. and Google and a current director of Procter & Gamble Co.
• D. Jeremy Darroch — former Executive Chairman and Group Chief Executive Officer of Sky
• Carolyn N. Everson — former senior executive at Instacart, Meta Platforms, Inc. and Microsoft Corp. and a current director of The Coca-Cola Co. and Under Armour Inc.
• Michael B.G. Froman — President of the Council on Foreign Relations and former Vice Chairman and President, Strategic Growth at Mastercard Inc.
• James P. Gorman — Executive Chairman and former Chairman and Chief Executive Officer of Morgan Stanley
• Robert A. Iger — Disney’s Chief Executive Officer, formerly also served as Chairman
• Maria Elena Lagomasino — Chief Executive Officer and Managing Partner of WE Family Offices and a former senior executive at JP Morgan Private Bank and Chase Manhattan Bank and a current director of The Coca-Cola Co.
• Calvin R. McDonald — Chief Executive Officer of lululemon athletica inc.
• Mark G. Parker — serves as Chairman of the Disney Board, is Executive Chairman of NIKE, Inc. and its former Chairman, President and Chief Executive Officer
• Derica W. Rice. — former senior executive at CVS Health Corp. and Eli Lilly and Co. and a current director of The Carlyle Group Inc., Bristol-Myers Squibb Co., and Target Corp.

The Walt Disney Company

We’ll be bringing you all the updates you need to know from the Walt Disney Company shareholder meeting on April 3rd at 1PM ET/10AM PT, so stay tuned to DFB for the latest news.

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