Ancora Issues Letter to Fellow Shareholders of The Walt Disney Company Regarding the Value of Adding an Investor Representative to the Board

Ancora Holdings Group, LLC (together with its affiliates, “Ancora” or “we”), which has approximately $8.7 billion in assets under management and is a shareholder of The Walt Disney Company (NYSE: DIS) (“Disney” or the “Company”), today issued an open letter to fellow shareholders regarding the state of the Company’s Board of Directors (the “Board”).

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Fellow Shareholders,

Ancora is a shareholder of Disney because its brand, entertainment assets and media holdings can underpin sustained value creation for decades to come. We believe Disney is saying the right things about restructuring and transforming the enterprise. Nonetheless, the addition of a shareholder representative or investor-designated directors to the Board can help ensure that these efforts are carried out in the most effective way. In an effort to avert an election contest following a year of distractions and disappointing performance, we hope you join us in encouraging the Board to pursue a viable compromise with Trian Fund Management, L.P. and Nelson Peltz.

A degree of shareholder-driven change is certainly warranted in Disney’s boardroom following an extended period of absentminded governance, ineffective succession planning, polarizing actions and sustained value destruction. Many of Disney’s current directors and executives bear responsibility for lapses that have undermined the Company’s positioning in the exceedingly competitive and ever-changing entertainment world. While it has been argued that challenges largely stem from the tenure of Bob Chapek, the Board was in the driver’s seat before, during and after that time. The upshot is that Disney shareholders have incurred meaningful losses and the Company has dramatically underperformed the S&P 500 Media & Entertainment Index over various periods, including one-year, three-year and five-year horizons.

The Board’s stewardship issues have not only resulted in financial setbacks. By allowing Disney to devote shareholders’ resources to a number of politicized initiatives, the Board has overseen a deterioration of what was once the most unifying brand in the world. The Company is increasingly dividing – rather than delighting – a growing number of consumers. A recent Axios Harris Poll 100 revealed that Disney is now the fifth most polarizing brand in the world (right behind FTX).

Disney’s Board faces a number of pivotal decisions over the next 12 to 24 months as it rebuilds consumer trust and oversees a complex transformation that includes an optimization of the streaming segment, a direct-to-consumer pivot for ESPN, the evolution of the Company’s film studios and a growth plan for parks. The Board will also once again need to engage in critical succession planning. Having a sizable owner in the boardroom to bring the market’s perspective and serve as one of many voices would only benefit shareholders. While this type of director may not always be needed at Disney, we contend it is the right addition at this key moment in time.

In closing, we want to address what looks to be a self-serving publicity stunt on the part of Blackwells Capital LLC. The firm’s principal, Jason Aintabi, recently attacked Mr. Peltz’s efforts at Disney hours before reportedly launching a campaign at The Wendy’s Company, where Mr. Peltz is Chairman and the largest shareholder. We believe the record shows Mr. Aintabi is a publicity-seeking greenmailer with a questionable personal and business history.¹ On the other hand, it is widely known that Mr. Peltz is a pioneer in shareholder activism, who has made billions of dollars over many decades for himself, his partners and fellow shareholders in the companies in which he has invested. Mr. Peltz (or a qualified designee) would make a fantastic addition to Disney’s Board.

Thank you for your consideration, and we wish Disney’s leadership the best as it pursues a multi-faceted turnaround of one of the world’s most iconic companies.

Sincerely,

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About Ancora

Founded in 2003, Ancora Holdings Group, LLC offers integrated investment advisory, wealth management and retirement plan services to individuals and institutions across the United States. The firm's comprehensive service offering is complemented by a dedicated team that has the breadth of expertise and operational structure of a global institution, with the responsiveness and flexibility of a boutique firm. For more information about Ancora, please visit https://ancora.net.

¹ See, for example, Cooperation Agreement and Release dated as of June 4, 2023 by and among Global Net Lease, Inc., The Necessity Retail REIT, Inc., AR Global Investments, LLC, Blackwells Capital LLC, Jason Aintabi and the other parties thereto, filed as Exhibit 10.1 to the Current Report on Form 8-K of Global Net Lease, Inc. dated June 5, 2023.

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