The Palm Beach Post

P&G declares victory over investor for seat

Trian leader says vote in proxy fight might be too close to call.

- 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 was still too close to call.

The world’s largest consumer-products company said that all 11 of its directors were elected, based on preliminar­y results. Minutes later, Peltz’s Trian Fund Management said the outcome would 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 was a vindicatio­n of its claim that it is already tackling the shortcomin­gs noted 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. The shares fell as much as 2.5 percent Tuesday, marking the biggest intraday decline in about two weeks.

Peltz said he believed the vote margin was plus or minus 1 percent. No matter the outcome, 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 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P&G has struggled to churn out blockbuste­r products and overcome an alleged culture of bureaucrac­y. But Peltz has an outdated view of the company, Taylor said last month.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 met with only 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.

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.

Trian notched a victory Monday with the appointmen­t of co-founder Ed Garden to the board of General Electric.

Bill Ackman, another billionair­e investor known for seeking management changes and company breakups, said Peltz’s differing ideas on P&G’s strategy were “a perfect reason to put him on the board.”

 ?? KAREEM ELGAZZAR / CINCINNATI ENQUIRER ?? Trian Partners hedge fund manager Nelson Peltz (left) prepares for an interview with CNBC’s Sara Eisen after Procter & Gamble’s annual shareholde­rs meeting Tuesday in Cincinnati.
KAREEM ELGAZZAR / CINCINNATI ENQUIRER Trian Partners hedge fund manager Nelson Peltz (left) prepares for an interview with CNBC’s Sara Eisen after Procter & Gamble’s annual shareholde­rs meeting Tuesday in Cincinnati.

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