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Disney versus Nelson Peltz vote hinges on Vanguard, State Street, institutional investors

In 2015, Nelson Peltz's Trian Partners was defeated in an activist campaign against chemical firm DuPont, largely because the top three institutional shareholders voted against his slate. Nearly a decade later, those same institutional investors — Vanguard, State Street and BlackRock — are the three largest shareholders in Disney. And they could make or break Peltz's campaign against the board that's backing Disney CEO Bob Iger.

BlackRock, a 4.2% Disney shareholder, is backing management, The Wall Street Journal reported Monday. T. Rowe Price and Norway's sovereign wealth fund, both smaller shareholders but well-known names, have confirmed to CNBC they're also backing the current management.

It isn't clear if Vanguard and State Street have voted, or which side they would support.

Trian already has fighters in its corner. Former Marvel chairman Ike Perlmutter has entrusted Peltz with his 33 million Disney shares, the bulk of the activist's 1.8% stake. New York City's retirement fund, Neuberger Berman, and the California pension plan CalPERS, said they support the activist. Peltz also won the backing of proxy advisory firms ISS and Egan-Jones.

The showdown between Trian Partners and Disney touches on some of the most complex issues confronting executives today, whether it is CEO succession or the role of corporations in confronting so-called "woke" social issues.

Iger left the CEO post in 2020. His successor, Bob Chapek, was ousted in 2022, with Disney's board inviting Iger to take the top post once again. The succession failure has been highlighted by proxy advisory firms and Trian itself.

Disney says Peltz's efforts distract from Iger's efforts to turn the company around. Trian argues that Peltz's expertise would help the