Today, National Legal and Policy Center presented a “Request for Cumulative Voting for Board Elections” proposal, at Disney‘s 2026 annual shareholder meeting.
This is the first of several cumulative voting proposals that NLPC will present this proxy season. This is also the first year that NLPC has brought such proposals.
Board elections are usually conducted on a majority voting basis. That means that a coalition representing 51% of shareholders can effectively control 100% of board seats. Cumulative voting would allow investors to aggregate their votes so that representation would be proportional to ownership. In theory, if you own 50% of the company, you would get to elect 50% of the board.
Disney is a particularly compelling case because Nelson Peltz ran a highly publicized proxy campaign in 2024 that got him 31% of the vote, but no board seats. That means even if you can get a third of shareholders to support you, the company can still lock you out of representation. Peltz’s campaign proved that boards have too much power to marshal shareholder resources for their own interests. At Disney, that has often meant woke extremism.
Disney board opposed the proposal, as explained on page 93 of its proxy statement. NLPC responded with a proxy memo circulated to its fellow investors, explaining in detail why cumulative voting could alleviate the woke capture that has plagued Disney’s board in recent years. NLPC also circulated a proxy memo in support of Proposal 5 filed by the National Center for Public Policy Research.
Presenting the proposal at the meeting was Luke Perlot, associate director of NLPC’s Corporate Integrity Project. A transcript of his two-minute remarks follows:
Good morning.
I urge shareholders to vote FOR Proposal 6, which asks Disney’s Board to adopt cumulative voting for director elections.
Disney’s Board says this would “allow special interests to override the broader goals” of the Company. But Disney has already shown what the current winner-take-all system produces: in 2024, Nelson Peltz received about 31% of votes cast for a board seat, yet shareholders elected Disney’s full slate of 12 directors anyway. 31% percent of shares, 31% economic stake, and 0 board seats. If cumulative voting had been in place back then, those shareholders could have concentrated their shares and very likely earned a seat at the table.
Disney also complains that cumulative voting could undermine a “cohesive” board. That is the point. Under today’s rules, a simple majority can effectively elect 100% of the board, and a large minority can be dismissed as noise unless they can fund an expensive proxy fight. Even then, success is almost impossible.
Is that cohesion? Or is that managerial capture? Cumulative voting lets owners concentrate votes so that a meaningful minority can translate economic ownership into boardroom representation.
Corporate governance should be designed for the real world. The board should represent the will of all its shareholders, not just a simple majority. Cumulative voting is a modest structural check that solves the problem of managerial capture that has persisted at Disney in recent years.
For these reasons, I urge shareholders to vote FOR Proposal 6. Thank you.
Read NLPC’s shareholder proposal for the Disney annual meeting here.
NLPC’s solicitation report in support of its own resolution, Proposal 6, can be read here.
NLPC’s solicitation report in support of Proposal 5 can be found here.
