The Columbus Dispatch

P&G declares victory over Peltz; investor disputes vote

- By Lauren Coleman-Lochner and Scott Deveau

Procter & Gamble Co. declared victory in a bid to keep billionair­e investor Nelson Peltz off its board, even as the activist’s hedge fund said the vote is still too close to call.

The world’s largest consumer-products company said all 11 of its directors were elected, based on preliminar­y results. Minutes later, Peltz’s Trian Fund Management said the outcome will take more time and that it was awaiting certificat­ion by an independen­t inspector.

For P&G, the biggest company ever targeted by an activist in a proxy fight, the result is a vindicatio­n of its claim that it’s already tackling the shortcomin­gs called out by Peltz. The investor argued that P&G suffered from a bloated structure and a lack of new brands favored by younger shoppers.

While he hasn’t called for the replacemen­t of Chief Executive Officer David Taylor or a breakup of the company, Peltz, 75, did suggest reorganizi­ng the maker of Tide and Pampers into three largely autonomous units.

“We are encouraged that shareholde­rs recognize P&G is a profoundly different, much stronger, more profitable company than just a few years ago,” the company said in a statement Tuesday.

The outcome came as bad news to investors, some of whom viewed Peltz as an advocate for their interests. But shares rebounded some from an initial decline, closing Tuesday down 50 cents, or 0.5 percent, to $91.62.

Peltz said he believed the vote margin was plus or minus 1 percent. No matter what the outcome is, Taylor should put him on the board because so many shareholde­rs voted in his favor, Peltz said.

“Even if they win, which I’m not sure they did, think about what a Pyrrhic victory it is,” he said in an interview on CNBC. “Everybody but the current employees voted for us. Up and down the line.”

Over the years, P&G has struggled to churn out as many blockbuste­r products and overcome an alleged culture of bureaucrac­y. But Peltz has an outdated view of the company, Taylor said in an interview last month.

“He’s never asked virtually anything,” the CEO said at the time. “He hasn’t asked about strategy, people, what we’re doing.”

Peltz said on CNBC that P&G’s board didn’t give him a fair shake and never went over a 93-page white paper issued by Trian last month. He said he only met with Taylor and lead director James McNerney to discuss his plans and his only other interactio­n was with board member Ken Chenault during a brief meeting.

“I didn’t show them the white paper. We didn’t go through the white paper with them. They didn’t do their job,” Peltz said.

Peltz bought a $3.5 billion stake in P&G earlier this year before embarking on the three-month board fight. P&G is only the third proxy fight by Trian since Peltz co-founded the firm in 2005. The New York hedge fund won two seats on the H.J. Heinz board in 2006 and Peltz remained on the board until 2013. Two years ago, he failed in his attempt to appoint four directors to the board of chemical maker Dupont Co. Scioto Downs Hard Rock Rocksino (Akron area) Jack Thistledow­n (Cleveland) Belterra Park (Cincinnati) Miami Valley Gaming (Lebanon) Hollywood Gaming Dayton Raceway Hollywood Mahoning Valley (Youngstown) Racinos statewide $12.0 $18.1 $9.6 $6.6 $11.0 $7.4 $8.1 $73.1 $13.5 $19.5 $9.3 $7.0 $12.3 $8.3 $9.3 $79.3 12.1% 7.6% -3.2% 5.6% 11.4% 11.7% 13.8% 8.4%

 ?? [KAREEM ELGAZZAR/THE ASSOCIATED PRESS] ?? Initial voting results show P&G successful­ly fending off an attempt by Trian Partners hedge fund manager Nelson Peltz to capture a seat on its board. Racinos
[KAREEM ELGAZZAR/THE ASSOCIATED PRESS] Initial voting results show P&G successful­ly fending off an attempt by Trian Partners hedge fund manager Nelson Peltz to capture a seat on its board. Racinos

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