Bob Fernandez

There have been a few recent articles in the press about @Disney 'winning' its proxy contest with Nelson Peltz based on early election returns that have been leaked to the media. We don't have an investment in Disney, but I thought it useful to point out the inappropriateness of these leaks to the press. Only the company and its advisors have access to how shareholders have voted before the day of the annual meeting. My understanding is that it is illegal to release the outcome of the vote prior to it being finalized as it has the effect of manipulating the outcome. Here, the company and/or its advisors have leaked that Disney is winning the contest. It is really inappropriate that they have done so. And how does one know that it is Disney and/or its advisors that are the source of the leak? If Peltz were 'winning,' there would be no leaks to the press. The reason why the progress of an election for directors must be kept confidential until the results are final is that leaking the results can affect the ultimate outcome. Institutional shareholders worry about offending management by voting with an activist. They are concerned that if management learns that they have voted against the incumbent directors, they may lose 'access' to management going forward. In other words, Bob Iger is less likely to come visit and/or take a call with a shareholder if the shareholder voted with the dissident. This is clearly a close election. Institutions don't want to risk voting against the incumbent board if it is clear that the activist will lose. They want to be on the winning side of the election. Here, the company and/or its advisors have leaked the early results in order to tip more institutions and other shareholders to vote for the incumbent board, unfairly tipping the scale in the incumbent board's favor. In other words, an institution may think: if Peltz is going to lose, it is not worth taking the risk of offending management by voting for him. This is unfortunately not an uncommon practice. Years ago, in our proxy contest with ADP, the company and/or its advisors did the same thing. The @SECGov should do a thorough investigation of this proxy contest and appropriately punish whoever is responsible for this miscarriage of shareholder governance and justice. Companies of the caliber of Disney and/or its advisors should not behave this way. Lastly but importantly, I think highly of Nelson Peltz. I am sure he would be greatly additive as a member of the Disney board. Ask yourself, why is the company fighting so hard to keep him off? The fact that the company leaked the early returns to the media is further evidence that an activist of Nelson's caliber deserves to be on this board for all shareholders benefit. Based on my knowledge of Nelson's capabilities and the dirty tricks implemented by the company and its advisors, I strongly recommend that shareholders vote for Nelson Peltz for the Disney board. Institutions who have already voted still have time to change their vote. It is time that we make an example of Disney here so that this bad practice does not continue to poison shareholder democracy. wsj.com/finance/disney-winni…