Disney Adds Viacom And Facebook Veteran Carolyn Everson To Board Of Directors

1 month ago

The Walt Disney Co., after some cage-rattling by activist investor Daniel Loeb, has added former Viacom and Facebook exec Carolyn Everson to its board of directors.

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Everson, 50, will officially join the board on November 21. Loeb, in a letter to company CEO Bob Chapek, had drawn attention to the relative lack of media and tech experience among board members. He made other criticisms, including the decision to stand pat with ESPN, though he later issued a partial withdrawal of the grievances, citing productive conversations with Chapek.

In a press release, the company said Everson’s selection as the company’s 12th board member “follows a lengthy and comprehensive search, and reinforces Disney’s commitment to a strong, independent board focused on the long-term performance of the company.” The release notes that the selection of Everson was backed by Loeb’s hedge fund, Third Point, “which has entered into a support agreement with Disney following a constructive dialogue.”

As part of the resolution with Third Point, the fund has agreed to customary standstill, voting and other provisions through Disney’s 2024 annual meeting, Disney said. In an SEC filing, the company said the agreement with Loeb pertained to the makeup of the board and “certain other matters.” The filing notes that Third Point has agreed not to acquire beneficial ownership in excess of 2% of the company’s outstanding shares of common stock as of the 2024 annual meeting. It has also pledged not to try to remove any board members or propose any nominee for election to the board; or put forward shareholder proposals, either generated internally or by proxy for other shareholders.

The provisions appear to be designed to limit the possibility of Loeb sparring publicly with Disney as he has with other companies. Sony Corp. got in a particularly conspicuous rift with Loeb, who was insisting on the company selling off its entertainment holdings, with George Clooney winding up drawn into the fray. Other corporate targets of Third Point’s activist efforts have included Sotheby’s and Nestlé.

“We are thrilled to welcome Carolyn Everson to the Disney Board,” board Chairman Susan Arnold said. “Carolyn’s extensive background, including roles at a number of high-profile, complex global companies, brings a welcome and invaluable perspective as we continue to focus on expanding our brand and global reach.”

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