Filmmaker George Lucas Supports Disney CEO Bob Iger in Proxy Fight

George Lucas speaks onstage at Tribeca Talks in New York City in 2015. Getty Images

George Lucas, creator of the “Star Wars” and “Indiana Jones” franchises, has backed The Walt Disney Company’s chief executive officer, Bob Iger, amid the proxy battle waged by activist investors for seats on the company’s board.

“Creating magic is not for amateurs,” Mr. Lucas said in a statement, per CNBC, voicing his support for Disney’s current directors.

The filmmaker made headlines in 2012 when it was revealed that he had sold his entertainment company, Lucasfilm, to Disney for $4.06 billion, per Variety. As part of the deal, Mr. Lucas acquired about 37.1 million Disney shares, making him one of the company’s largest individual shareholders, according to the publication.

“When I sold Lucasfilm just over a decade ago, I was delighted to become a Disney shareholder because of my long-time admiration for its iconic brand and Bob Iger’s leadership,” he told CNBC.

Mr. Iger became Disney’s CEO in 2005 and was elected as chairman of the board seven years later, per Disney. In 2020, the exec stepped away from his role as CEO, serving as executive chairman until his retirement in December 2021. However, Mr. Iger rejoined the company the following year after the abrupt ousting of his hand-picked successor, Bob Chapek.

“When Bob recently returned to the company during a difficult time, I was relieved. No one knows Disney better,” Mr. Lucas shared.

“I remain a significant shareholder because I have full faith and confidence in the power of Disney and Bob’s track record of driving long-term value,” he continued. “I have voted all of my shares for Disney’s 12 directors and urge other shareholders to do the same.”

Trian Fund Management Wages Proxy Fight

One of the activist investor groups—the New York-based hedge fund Trian Fund Management, which operates under the trade name Trian Partners—controls $3.5 billion worth of Disney stock.

In December, Trian announced its intention to nominate its co-founder, billionaire Nelson Peltz, and former Disney executive Jay Rasulo—who resigned in 2015 after working with the media giant in various roles for 30 years—at the company’s 2024 Annual Meeting of Shareholders, slated for April 3.

In a press release, the management firm said Disney has “woefully underperformed its peers and its potential,” citing lagging earnings per share, “tens of billions” of lost shareholder value, and studio content flops.

“Disney appears no closer to adequately addressing the compensation misalignment, governance, and succession issues that have plagued the Company for decades,” Trian wrote.

“The root cause of Disney’s underperformance, in our view, is a Board that is too closely connected to a long-tenured CEO and too disconnected from shareholders’ interests.”

The firm noted that the recent appointment of two new directors “is a step toward greater Board objectivity” and “a belated acknowledgment ... of the need for change.”

However, the company said, “This reactive Board self-refreshment on the eve of a proxy contest is insufficient in our opinion both because the new directors were chosen without shareholder input and because they seemingly do not own meaningful amounts of stock.”

In a statement, Mr. Peltz said the hedge fund “can no longer sit idly by as the incumbent directors and their hand-picked replacements stand in the way of necessary change, and peers and competitors continue to outperform.”

“In our view, Disney’s Board has failed to fulfill its essential responsibilities—overseeing the development of an effective strategy, planning for orderly succession, aligning executive pay with performance, and ensuring accountability for operational execution,” he continued.

“Shareholder-led board refreshment with focused and aligned directors who are accountable to the owners of the company is long overdue.”

Blackwells Capital Rivals Trian

Investment firm Blackwells Capital, which owns an aggregate of 157,131 shares of Disney common stock, launched its proxy fight last month, urging the company’s shareholders to elect its three director nominees to the board.

“Jessica Schell, Craig Hatkoff and Leah Solivan bring invaluable expertise and experience to Disney’s Board as it faces the challenges and opportunities of a generational transformation,” the company’s chief investment officer, Jason Aintabi, shared in a press release.

“Voting for Blackwells’ nominees will ensure the Board has the support it requires across critical areas: media and content, real estate and asset optimization, and the proficiency to guide Disney through a new world where Physical, Spatial Computing and AI-driven Experiences converge,” he added.

In February, the grandchildren of Walt Disney and his brother, Roy O. Disney, openly criticized both activist investor groups in letters issued to company shareholders, per Variety.

“Bob Iger has grown this company in a modern world, and he continues to maintain a balance of creativity and profit,” wrote Mr. Walt Disney’s grandchildren.

“It is still a company based on the desire to entertain and explore. There have been challenging times, but this current management has adjusted and grown through those challenges.”

Mr. Roy Disney’s grandchildren lambasted the investment groups in their letter, stating that “they have little to no knowledge of what Disney truly means.”

“They haven’t made any arguments for why they should be entrusted with the keys to the kingdom our family built,” they penned.

“To the contrary, their ‘I alone can fix it’ mentality makes clear that they are not interested in preserving the Disney magic, but stripping it to the bone to make a quick profit for themselves.”