Disney attacks investor Nelson Peltz's motivations in effort to win board seats

By Dawn Chmielewski

(Reuters) - Walt Disney responded on Monday to billionaire Nelson Peltz and his Trian Fund's campaign to win two board seats in a video that attacks the activist shareholder's motivations and qualifications.

Trian's campaign, ahead of an annual meeting with board elections next month, describes Disney as an iconic company with irreplaceable entertainment properties that has underperformed in terms of operating margins, return on invested capital and its money-losing streaming video operation.

It argues the current board fails to provide effective oversight and made its own case in a 133-page-long presentation last week.

Disney on Monday said Peltz has a long history of "attacking companies to the ultimate detriment" of shareholders. His quest to win a Disney board seat, it argues, "seems more about vanity than a belief in Disney."

Trian's other board candidate, former Disney Chief Financial Officer Jay Rasulo, was passed over for promotion nearly a decade ago, and "hasn't been employed since leaving Disney," the company says.

"Nelson Peltz and Jay Rasulo threaten to jeopardize the incredible progress the company has made since Bob (Iger) returned as CEO," Disney argues. "At this critical moment, we simply cannot let that happen."

Disney notes Peltz's connection to former Marvel Entertainment Chairman Ike Perlmutter, who it describes as a "disgruntled former employee" with a personal grudge against Iger.

Trian issued a statement saying the video contains "false and misleading statements designed to divert from Disney's poor performance over many years."

In its own presentation, Peltz, the founder of Trian Fund Management, argued that Disney was slow to adapt to industry changes, including in streaming, made errors in its acquisition strategy and bungled succession planning.

The fund argues that Peltz and Rasulo will bring an "ownership mentality" to the boardroom.

(Reporting by Dawn Chmielewski in Los Angeles; Editing by Peter Henderson and Bill Berkrot)