Trian Fund Management, an activist-investor firm, has announced its nominations of CEO Nelson Peltz and former Walt Disney CFO Jay Rasulo to join the board of the media giant. This move comes as Trian intensifies its proxy fight with Disney, criticizing the board for missteps and poor financial management.

In a press release, Trian stated, "Unfortunately, the Board and CEO appear to have no conviction that things will get better." Initially seeking to nominate three or four board members, Trian adjusted its strategy after Rasulo accepted the invitation, determining that the inclusion of both Peltz and Rasulo would provide a stronger option, according to a person familiar with the matter.

Disney responded to Trian's nomination by defending its current board, stating, "Disney has an experienced, diverse, and highly qualified Board that is focused on the long-term performance of the Company, strategic growth initiatives including the ongoing transformation of its businesses, the succession planning process, and increasing shareholder value." Nevertheless, Disney confirmed that its governance and nominating committee will review the nominations and provide a recommendation to the board.

Trian's latest move comes after reigniting its proxy battle with Disney in the previous month. The firm stated its intention to secure two board seats for Peltz and another media executive, citing "significant value destruction and missteps" overseen by the current board. While Disney shares have risen over 8% this year, their performance has paled in comparison to gains in the S&P 500. The stock experienced a slight rise following the announcement.

The proxy fight coincides with Disney CEO Bob Iger's efforts to navigate a broad restructuring that led to thousands of layoffs. Despite its reputation as a box office powerhouse, Disney has faced several disappointments in recent years. To strengthen its financial standing, Iger plans to reduce investments in movies and new content, aiming to cut billions of dollars in costs and make its streaming business profitable.

Disney has suggested that Trian's proxy fight may stem, in part, from a personal grudge held by former Marvel boss Ike Perlmutter, an ally of Peltz. Trian oversees shares owned by Perlmutter, who has openly criticized Disney CEO Bob Iger. Interestingly, Trian's latest move comes following Disney's appointment of Morgan Stanley CEO James Gorman and former Sky TV boss Jeremy Darroch to its board, a strategic move seemingly aimed at addressing Trian's discontent.

As the battle for board control unfolds, both Trian and Disney face important decisions that will determine the media giant's future direction. Only time will tell how this proxy fight will impact Disney's corporate governance and strategic decisions.