I suspect what the board is trying not to say is that they don’t need an activist investor on the board pushing for short term profits at the expense of the long run.
They just fired a CEO who was overly focused on the short term numbers and drug the last CEO out of retirement to fix things up.
Disney is celebrating 100 years as a company this year. Very few companies reach that milestone. This board doesn’t want to be the one to start a downward spiral that drives Disney into the hands of someone else.
Or, they don’t want someone who might criticize the CEO on the Board. Jessie Upchurch had been on the Tandy board for years. In the 90s, he started criticizing Chairman/CEO John Roach for the company’s consistent poor performance, over a number of years. Upchurch was advised he would not be nominated for reelection to the Board.
That’s a very different situation from the one happening at Disney.
Tandy kicked out an insider for their [arguably valid, especially in hindsight] criticism. Disney is trying to keep an outsider from getting in. Arguably, that outsider’s criticism isn’t in the long term interests of Disney.