A.Past Corporate Performance Indexes
i.Marvel Enterprise Incorporated
Marvel Enterprises, Inc. is an industry-leading firm whose core business is character-based entertainment. Marvel’s foundation and success is built on their proprietary library of over 4,700 characters featured in a variety of media for nearly seventy years (1939-2004). Marvel utilizes its character franchises in licensing agreements, and publishing of comic books through the division of Marvel Comics.
ii.How it was formally organized: First Management
Marvel had its first taste of corporate culture when founder Martin Goodman sold the publishing outfit that began life as Timely Comics to Perfect Film and Chemical– a company known for film processing and mail order drug sales in 1968. Perfect grouped Marvel under the Magazine Management brand.
1972 saw Stan Lee stepping in for Goodman as publisher, while parent company Perfect rebranded itself as Cadence Corporation the following year. The wonky Magazine Management Co. now officially became known as Marvel Comics Group.
iii.New World Pictures purchased Governance of Cadence Industries for Marvel
Marvel Entertainment Group, Inc. (Marvel or MEG), the parent company of Marvel Comics and Marvel Productions, was put up for sale as part of the liquidation of its then parent corporation, Cadence Industries. Marvel was sold to New World Pictures. Cadence Industries, formerly Perfect Film & Chemical Corporation, was an American conglomerate owned by Martin “Marty” S. Ackerman. In 1989, Ronald Perelman’s MacAndrews & Forbes Holdings group of companies bought Marvel Entertainment Group from New World for $82.5 million, not including Marvel Productions, which was folded into New
World’s TV and movie business.
“It is a mini-Disney in terms of intellectual property,” said Perelman. “Disney’s got much more highly recognized characters and softer characters, whereas our characters are termed action heroes. But at Marvel we are now in the business of the creation and marketing of characters.
iv.Going Public, Bankruptcy and Acquisition: Perelman’s Governance
Marvel made an initial public offer of 40% of the stock in July 1991, giving $40 million from the proceeds to Andrews Group, Marvel’s then direct parent corporation within MacAndrews & Forbes Holdings. Marvel purchased the trading card company Fleer within a year of going public. In April 1993, Marvel acquired 46% of ToyBiz, for the rights to make Marvel toys.] The Andrews Group named Avi Arad of ToyBiz as the president and CEO of the Marvel Films division and of New World Family Filmworks, Inc., a New World Entertainment subsidiary. New World later became a fellow subsidiary of the Andrews Group.
In 1993 and 1994, Marvel’s holding companies — Marvel Holdings, Inc. and Marvel Parent Holdings, Inc. — were formed between Andrews Group and MEG and issued over half a billion dollars in bonds under the direction of Perelman, secured by Marvel’s rising stock, which was passed up in dividends to Perlman’s group of companies. Marvel continued acquisitions with Panini, an Italian sticker-maker, in August 1994, and SkyBox International in April 1995. Under the governance of Perelman, Marvel also purchased Heroes World Distribution, a regional distributor to comic-book shops. Marvel’s attempt to distribute its products directly led to a decrease in sales and aggravated the losses which Marvel suffered when the comic book bubble popped.While licensing revenue reached $50 million in 1995, MEG laid off 275 employees on January 4, 1996. Perelman offered to have the Andrews Group purchase additional shares with an issue for $350 million in November 1996, which would have required ToyBiz to become a wholly owned subsidiary of Marvel. Meanwhile, Carl Icahn began buying Marvel’s bonds at 20% of their value and moved to block Perelman’s plan. The Marvel group of companies filed for bankruptcy on December 27, 1996, but the note holders, led by Icahn, blocked this.
v.Marvel as Disney Subsidiary
On August 31, 2009, The Walt Disney Company announced a deal to acquire Marvel Entertainment for $4.24 billion, with Marvel shareholders to receive $30 and about 0.745 Disney shares for each share of Marvel they own. The voting occurred on December 31, 2009 and the merger was approved. The acquisition of Marvel was finalized hours after the shareholder vote, therefore giving Disney full ownership of Marvel Entertainment. The company was delisted from the New York Stock Exchange under its ticker symbol (MVL), due to the closing of the deal.
On June 2, 2010 Marvel announced that it promoted Joe Quesada to Chief Creative Officer of Marvel Entertainment. In June 2010, Marvel set up a television division headed by Jeph Loeb as executive vice president. Three months later, Smith & Tinker licensed from Marvel the character rights for a superhero digital collectible game for Facebook and Apple’s mobile platform. On October 1, 2010, Marvel moved its offices to a 60,000-square-foot (5,600 m2) suite at 135 W. 50th Street, New York City, New York, under a nine-year sublease contract. Stan Lee Media’s lawsuit against Marvel was dismissed again in February 2011.
In July 2011, a U.S. District Court judge ruled that Marvel characters co-created by Jack Kirby would remain the property of Marvel.
In March 2013, Feld Entertainment agreed with Marvel to produce a Marvel Character based live arena show. Marvel was also launching a new pop culture and lifestyle web show, “Earth’s Mightiest Show”.
Marvel Enterprises Inc. aims to successfully meet the needs of its customers by continuing to design, develop, market and distribute character superheroes that made the Company’s name famous. It also aims at offering
its customers fresh and different characters all the time. Not only that, but Marvel’s goal was also to secure the “best-in-class” licensing partners in all categories of its divisions in business.
1.To determine if Marvel can still increase the growth in their profit at a higher level.
2.To widen the range of their licensing activities.
3.To continue to maintain control over the quality of the product, from design to final engineering and execution. 4.To determine if Marvel could continue to capitalize on a limited set of prominent characters, most notably Spiderman or could decide to shift focus to a larger set of lesser- known characters that might have the potential of becoming blockbuster characters but were largely unknown to the wider public. 5.To determine if Marvel could venture beyond its current business model and take on more capital-intensive but also profitable activities.
Marvel was acquired by Toy Biz and was named as Marvel Enterprises Inc. In line with the change of its name was the total change in its management. The start was a difficult one. Marvel’s new strategy was first aimed at monetizing the content library via licensing characters for use with media products (such as toys, apparel, collectibles, and food). Managing the library of characters to foster long-term value was the second key focus of Marvel’s new management. Retaining some form of control over the creative process- to ensure the quality of the content that featured Marvel characters was the third main strategic dimension. Marvel’s management team hired well-known artists and writers to lead its creative efforts in the publishing division, including popular writers from the film and television industry, and had started to sign exclusive contracts with key creative talent.
Some of the policies implemented by Marvel Enterprises Inc. to its management are: 1.Excluding its “Spider- Man” character from the deal with TBW (Hong Kong based independent Company) in creating the product design, marketing and sales because Spider-Man has a separate deal with Sony Pictures.
2.Maintaining an incredible performance for its Toy division because competition was so intense at this industry. 3.Maintaining a wide channel of distribution of its products. 4.Pursuing a diversified base of studio partners, both to ensure their commitment to each project and to mitigate risks regarding Marvel’s motion picture division.
5.Widening the range of its licensing activities for its characters. 6.Investing in profitable investment-related activities.
7.Strictly implementing rules and regulations in its management. 8.Maintaining an effective internal control over its management.
A.Board of Directors
Marvel’s Board of Directors has three classes of directors with staggered three-year terms.
Sid Ganis and James F. Halpin were elected at the 2008 annual meeting as Class I directors to serve a three-year term.
Morton E. Handel, F. Peter Cuneo and Isaac Perlmutter were elected at the 2007 annual meeting as Class III directors to serve a three-year term.
Richard L. Solar was elected, along with Avi Arad, who later resigned, at the 2006 annual meeting of stockholders as a Class II director to serve a three-year term. The Board of Directors elected James W. Breyer to replace Mr. Arad in June 2006, and Mr. Breyer is serving out the remainder of Mr. Arad’s term. In July 2007, the Board of Directors increased the size of the Board by one Board seat and elected Laurence N. Charney to serve as a Class II director until this annual meeting. Each of Mr. Solar, Mr. Breyer and Mr. Charney has been nominated for election to a new three-year term at this
James W. Breyer (Class II), 47, has been a Marvel director since June 2006. Mr. Breyer has served as a partner of the Silicon Valley-based venture capital firm, Accel Partners, since 1995.
Laurence N. Charney (Class II), 61, has been a Marvel director since July 2007. Mr. Charney retired from his position as a Partner of Ernst & Young LLP in 2007, having served that firm for over thirty-five years and engagement acceptance across all service lines. Mr. Charney served previously at Ernst & Young as an audit partner and was Marvel’s audit partner for its 1999 through 2003 audits. Mr. Charney is a senior advisor to Plainfield Asset Management LLC, a hedge fund based in Greenwich, CT that specializes in special and distressed situations.
Richard L. Solar (Class II), 69, has been a Marvel director since December 2002. Since February 2003, Mr. Solar has been a management consultant and investor. From June 2002 to February 2003, Mr. Solar acted as a consultant for Gerber Childrenswear, Inc., a marketer of popular-priced licensed apparel sold under the Gerber name, as well as under licenses from Baby Looney Tunes, Wilson, Converse and Coca-Cola.
iii.Directors Who’s Terms Are Continuing
For each member of the Board of Directors whose term of office as a director continues after the annual meeting, set forth below is the director’s name, age as of March 9, 2009, principal occupation for at least the last five years, selected biographical information and period of service as a director.
Sid Ganis (Class I), 69, has been a Marvel director since October 1999. Mr. Ganis is the President of the Academy of Motion Picture Arts and Sciences, the organization that awards the Oscars. Mr. Ganis has been President of Out of the Blue…Entertainment, a company that he founded, since September 1996.
Out of the Blue…Entertainment is a provider of motion pictures, television and musical entertainment for Sony Pictures Entertainment and others. From January 1991 until September 1996, Mr. Ganis held various executive positions with Sony Pictures Entertainment, including Vice Chairman of Columbia Pictures and President of Worldwide Marketing for Columbia/TriStar Motion Picture Companies.
James F. Halpin (Class I), 58, has been a Marvel director since March 1995. Mr. Halpin retired in March 2000 as President and Chief Executive Officer and a director of CompUSA Inc., a retailer of computer hardware, software, accessories and related products, with which he had been employed since May 1993. Mr. Halpin was a director of Life Time Fitness, Inc. from February 2005 until August 2008.
F. Peter Cuneo (Class III), 64, was Marvel’s President and Chief Executive Officer from July 1999 through December 2002 and served as the part-time Special Advisor to Marvel’s Chief Executive Officer from January 2003 through December 2004. Mr. Cuneo has been a Marvel director since July 1999, and since June 2003 he has served as a non-executive Vice Chairman of the Board of Directors. Mr. Cuneo is a senior advisor to Plainfield Asset Management LLC, a hedge fund based in Greenwich, CT that specializes in special and distressed situations. Mr. Cuneo is a also director of Iconix Brands, Inc.
Morton E. Handel (Class III), 73, has been the Chairman of the Board of Directors of Marvel since October 1998 and was first appointed as a director in June 1997. Mr. Handel served as a director of Trump Entertainment Resorts, Inc. from June 2005 until November 2008 and as a director of Linens ‘N Things, Inc from 2000 until February 2006. Mr. Handel is also a Life Regent of the University of Hartford and is active on the boards of not-for-profit organizations in the Hartford, CT area.
Isaac Perlmutter (Class III), 66, has been Marvel’s Chief Executive Officer since January 1, 2005. Mr. Perlmutter has served as a senior executive of Marvel Characters B.V. (a wholly owned subsidiary of Marvel Entertainment,
Inc. that owns and licenses Marvel’s intellectual property library) and its predecessor-in-interest Marvel Characters, Inc. since January 2007 and has been employed by Marvel as Vice Chairman of the Board of Directors since November 2001. Mr. Perlmutter has been a Marvel director since April 1993 and served as Chairman of the Board of Directors until March 1995.
i.Board Meetings and Committees
The Board of Directors held at least 10 meetings annually. Each incumbent director attended, during the year, at least 75% of the aggregate number of Board of Directors meetings and applicable committee meetings held during the period in which he served as a director. The Board of Directors’ committees include the Nominating and Corporate Governance Committee, Audit Committee, Compensation Committee, Film Slate Committee and Strategic Planning Committee.
ii.Corporate Governance Committee
The Corporate Governance Committee’s function is (i) to identify individuals qualified to become members of the Board of Directors; (ii) to recommend individuals for selection by the Board of Directors as nominees for election as directors at the next annual meeting of stockholders; and (iii) to develop and recommend to the Board of Directors a set of Corporate Governance Guidelines and the modification of those guidelines from time to time. The Corporate Governance Committee is comprised of Messrs. Halpin (chairman) and Ganis. The Nominating and Corporate Governance Committee met three times annually. The Board of Directors has determined that each of Messrs, Halpin and Ganis is “independent”
The Audit Committee’s function is (i) to directly appoint, retain, compensate, evaluate and, where appropriate, terminate Marvel’s independent registered public accounting firm; (ii) to assist the Board in its oversight of: the integrity of Marvel’s financial statements, Marvel’s compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications and independence, and the performance of Marvel’s internal audit function and the independent registered public accounting firm; and (iii) to prepare the report required to be included in Marvel’s annual proxy statement, which follows.
The Audit Committee is ultimately responsible for pre-approving audit and non-audit services provided by its independent registered public accounting firm including the compensation to be paid for those services. The Audit Committee has established a policy regarding pre-approval of audit and non-audit services, and has delegated its authority to pre-approve audit and non-audit services to its chairman, who reports any such pre-approvals to the Audit Committee at its next meeting. In accordance with the Audit Committee’s pre-approval policy, the Audit Committee does not engage its independent registered public accounting firm to perform non-audit services that are precluded by law or regulation or any services that would impair the firm’s independence.
Our chief executive officer is invited to attend meetings of the Compensation Committee and to offer recommendations on compensation of other executives or directors, but he does not vote in the committee’s final determinations, and decisions concerning his own compensation are made in his absence. The Compensation Committee has the authority to retain compensation consultants to assist it in making its decisions.
During 2008, the members of Marvel’s Compensation Committee were Messrs. Halpin and Ganis. Neither of those individuals was an officer or employee of Marvel, or of any of its subsidiaries, during 2008 or formerly, nor did either of them have any relationship requiring disclosure in “Transactions with Related Persons, Promoters and Certain Control Persons,” below. None of our executive officers served in 2008 on the compensation committee of any other company that had an executive officer serving as a Marvel director. None of our executive officers served in 2008 as a director of any other company that had an executive officer serving on our Compensation Committee.
Below are the positions held with Marvel, and selected biographical information for our executive officers, other than Mr. Perlmutter, whose information is found under “About Our Directors,” above.
1.Alan Fine , 58, has served as Executive Vice President and Chief Marketing Officer of Marvel Characters B.V. (a wholly owned subsidiary of Marvel Entertainment, Inc. that owns and licenses Marvel’s intellectual property library) and its predecessor-in-interest Marvel Characters, Inc. since May 2007. Mr. Fine also has served as Chief Executive Officer of Marvel’s publishing division since September 2004. Mr. Fine served as Chief Executive Officer of Marvel’s toy division from August 2001 until that division was closed in early 2008.
2.David Maisel , 46, has served as Executive Vice President, Office of the Chief Executive since September 2006 and became Chairman of Marvel Studios in March 2007. From September 2005 until September 2006, Mr. Maisel served as Executive Vice President, Corporate Development and from September 2005 until March 2007, Mr. Maisel served as Vice Chairman of Marvel Studios. From January 2004 to September 2005, Mr. Maisel served as President and Chief Operating Officer of Marvel Studios. From October 2001 to November 2003, Mr. Maisel headed Corporate Strategy and Business Development for Endeavor Agency, a Hollywood literary and talent agency.
3.Simon Philips , 40, has served as President, Worldwide Consumer Products since October 2008 and as CEO of Marvel Animation since January 2008. Mr. Philips served as President, Marvel International from November 2006 to October 2008. From November 2003 to November 2006, Mr. Philips served as the Managing Director of 4Kids Entertainment International. Mr. Philips served
as chief executive officer of LDI, a licensing and merchandising company, from 1996 to 2003.
4.John Turitzin , 53, has served as Executive Vice President, Office of the Chief Executive since September 2006. From February 2006 until September 2006, Mr. Turitzin served as Marvel’s Chief Administrative Officer. Mr. Turitzin has also served as Executive Vice President and General Counsel since February 2004. 5.Kenneth P. West , 50, has served as Executive Vice President and Chief Financial Officer since June 2002.
vi.Code of Ethics
Marvel has adopted a code of ethics applicable to its principal executive officer, principal financial officer, principal accounting officer or controller and persons performing similar functions. We have also adopted a code of business conduct and ethics which is applicable to all employees and directors.
III. EXTERNAL ENVIRONMENT: OPPORTUNITIES AND THREATS
Entertainment industry is targeting segmented groups that have been long ignored including ethic cultures, language, religion and women and in case by case basis adult’s only products.
Entertainment is available in variety of ways including online, cell phone, and on-demand video. Sales in traditional entertainment merchandise has dropped. Social/Cultural Forces
Entertainment has reached out to the community conscious in educating it on events and beliefs in the community. Political/Legal Forces
Entertainment outlets are facing parental lawsuits to prevent particular products from being place and/or sold in a market or setting. Producers must keep vigilant on product content in order to deal with either self regulated or government regulation in order to guarantee an investment return. The threat of piracy and illegal licensing is at stake in the entertainment industry. The entertainment industry lobbies to protect copyrighted product.
The entertainment industry no matter how fragmented it appears much of what is produced. In terms of entertainment is held closely by three US based media conglomerates, Disney, Viacom, and Time Warner. These conglomerates direct the entertainment market and the direction of the media. The Licensing segment competes with a diverse range of entities that own intellectual property rights in characters. These include DC Comics (a subsidiary of Time Warner, Inc.), The Walt Disney Company, NBC Universal, Inc. (a subsidiary of General Electric Company), DreamWorks Animation SKG, Inc. and other entertainment-related entities. Many of these competitors have greater financial and other resources than we do. The Publishing segment competes with numerous publishers in the United States. Some of the Publishing segment’s competitors, such as DC Comics, are part of integrated entertainment companies and may have greater financial and other resources than we do.
The Publishing segment also faces competition from other entertainment media, such as movies and video games. The Toy segment competes with many larger toy companies in the design and development of new toys, in the procurement of licenses and for adequate retail shelf space for its products. The larger toy companies include Hasbro, Mattel Inc., and Jakks Pacific, Inc. Many of these competitors have greater financial and other resources than the Company. The toy industry’s highly competitive environment continues to place cost pressures on manufacturers and distributors. Discretionary spending among potential toy consumers is limited and the toy industry competes for those dollars along with the makers of computers and video games. The Film Production segment competes with other film producers, including major studios such as Twentieth Century Fox and Sony Pictures (which also produce films licensed by our Licensing segment). Many of these producers are part of integrated entertainment companies and have greater financial and other resources
Threat of New Entrants
There is always the possibility of new entrants in the entertainment industry. Producers and/or manufacturers may create a product to carve out a particular market or segment niche. The industry has a history of employees banding together to create a new product to compete in the already in the full field, but getting a local or national distribution is challenging smaller entertainment providers team with already established distribution unit have an excellent chance of breaking ground into the market.
Threat of Substitute Products
The threat of any type substitute in the entertainment industry is high. Most often than not, the threat comes in time of gift giving season when marketing dollars are spent more to sway people from one product to the other. This time of the year is also filled with hopes of new products entering the market to capture a hungry audience. Bargaining Power of Suppliers
Suppliers are creating new outlets for the entertainment industry through technological advances. The winner for battle technological supremacy will lie solely on which technological outlet has the most partners.
Bargaining Power of Buyers
Consumers have the ability to patronize or not to patronize an entertainment outlet. However, the limited ownership prevents consumers from believing they will never deal with a company they have been dissatisfied with in the past.
IV. INTERNAL ENVIRONMENT: STRENGTHS AND WEAKNESSES
Marvel is a multidivisional company that has three segments which are highly integrated and vertically differentiated. Licensing – The Licensing segment earns revenues from selling rights to movies, television production companies, video game publishers, and merchandise manufacturers to use its character properties. The licensing business concentrates on a few large licensees, and attempts to manage and re-segment opportunities with its characters, creating “classic” editions, “youth” editions, and “movie” editions to take advantage of every revenue opportunity. Publication – The Publishing segment produces, markets, and sells comic books. This business publishes comic books and novels about the company’s characters, and licenses characters from other sources and turns them into graphic novels. Toys – The Toys segment collects royalties and service fees from Hasbro. The company has an exclusive toy merchandising agreement with Hasbro (HAS) until December 31, 2011, that began in 2007. Prior to this, most revenues in the Toy segment were made from toys produced by Marvel. Movie Production – The movie production arm of the company was set up to independently produce films and grow revenues. The new Films segment produces films featuring Marvel’s characters like Iron Man.
Honesty and integrity are the key organizational values of Marvel. The company gives importance in maintaining company reputation as well as fairness and awareness even with competitors.
Marvel considers its almost 5000 character library as 5000 assets. The company looks forward to become even larger with the Disney merger. The company shares many shared values and maintains a constant renewing process.
Marvel provides its people with Corporate Governance Guidelines, Corporate Code of Business Conduct and Ethics, and Code of Ethics for CEO and Senior Financial Officers. These provides them with a brief description of their obligations and offer guidance concerning how to conduct their business in a manner consistent with their high ethical value.
3.Research and Development
4.Operations and Logistics