There’s an Actual, Legal Website Where Disney Shareholders Are Auctioning Off Their Proxy Votes

Tony Maglio

March 7, 2024 at 2:30 p.m.·3 min read

Just when you thought professional agitator/billionaire Nelson Peltz has tried every available avenue in his attempt to disrupt Disney, let us introduce you to Shareholder Vote Exchange, an actual, legal website on which a company’s stockholders can auction off their proxy votes to the highest bidder. And yes, it’s legal — or at the very least, it has not yet been challenged and shut down in a court of law.

At the time of this writing, the high bid for a chunk of 500,000 Disney votes is $100,000, or 20 cents per vote. On a per-share basis, that’s peanuts. But if you had 5,000 DIS shares and didn’t have much of an opinion on upcoming Disney matters, you might take the thousand bucks. The bidder is unnamed.

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IndieWire reached out to both Disney and Shareholder Vote Exchange for comment on this story, but we did not hear back from either party.

Presently, just over 22,000 votes are listed for sale on this auction. (The votes aren’t the original pitch here — it is the money that sparked the listing.) Votes have been listed in drips and drabs, as small as one vote and as large (thus far) as 5,000 votes. If the number of votes for sale in this auction does not reach 500,000, no transaction will take place.

It feels unlikely the auction will amass 500,000 for-sale votes ahead of The Walt Disney Company’s annual shareholder meeting on April 3. That’s when Disney shareholders vote on important corporate matters like board of directors seats; Peltz has been targeting three of those for years now, off and on.

In addition to voting for board members, shareholders (through their proxy votes) choose the company’s accounting firm for audits and approve the C-suite’s executive compensation packages (as well as their golden parachutes). They also have a say in other shareholder proposals, like ESG (environmental, social, and governance) matters.

Should the auction reach 500,000 votes, and should the transaction take place, the acquired votes will represent a small fraction of a percent of Disney’s more than 1.8 billion shares. Through Trian (and mainly through former Marvel boss Ike Perlmutter’s backing), Peltz controls more than 33 million Disney shares. What’s another 500,000? Nothing, really.

The bidder may also be Blackwells Capital, an alternative investment manager that, like Peltz, has put forward three candidates for the Disney board. Blackwells’ Disney holdings are far, far smaller than Trian’s, but it too has been attempting to bring about major changes to the company.

IndieWire asked both Trian and Blackwells if they are the bidder; we did not receive a response from either. We also asked Disney for comment on the auction, but did not receive a response.

The bidder really could be anyone (with $100,000 to blow on a fairly meaningless number of votes): one-third of Disney stock is owned by individuals. One of those individuals is Disney CEO Bob Iger, who owns a few-hundred-thousand shares himself. Again, that’s not much in the way of sway.

The largest Disney shareholders are the Big Three index funds: Vanguard, BlackRock, and State Street. Vanguard and BlackRock each hold more than 100 million shares; State Street owns more like 70 million.

So why is the secret bidder going through all of this?

“Purchasing votes is extremely capital efficient when compared with buying shares,” the Shareholder Vote Exchange pitch deck for bidders reads. “On a dollar-for-dollar basis, pure voting rights can often be acquired for less than 1% of the cost of buying shares.”

True. Enjoy your 0.028 percent stake in DIS, mystery bidder.

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