Tags: procter andgamble | nelson peltz | trian | vote

P&G Declares Victory Over Activist Peltz, Who Disputes Vote Results

P&G Declares Victory Over Activist Peltz, Who Disputes Vote Results
Nelson Peltz (Photo: Trian Fund Management)

Tuesday, 10 October 2017 12:24 PM

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. The shares fell as much as 2.5 percent to $89.86 on 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 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 Pyrrhic victory it is,” he said in an interview on CNBC. “Everybody but the current employees voted for us. Up and down the line.”

Outdated Critiques

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 But Peltz has an outdated view of the company, Taylor said in an interview last month.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.

Past Stints

Peltz touted his experience on the boards of large consumer companies in addition to Heinz, including Mondelez International Inc. and Wendy’s Co. P&G said whatever he learned is irrelevant since those companies sell food, an area the company exited. Five former Heinz directors wrote a letter backing Peltz’s campaign, and he gained the support of the three largest proxy-advisory firms as well.

Read more on who wins when activist investors pounce

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

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.”

“P&G looks terrible,” Ackman said in an interview Monday. “They may win because 42 percent of the stock is held by retail, management has all their names, numbers and email addresses. Many of them are probably based in Cincinnati. But it would be a bad thing for P&G if Nelson isn’t on the board.”

Ackman disclosed a $1.8 billion stake in P&G in July 2012 and pushed to replace then-CEO Bob McDonald, who was pursuing a $10 billion cost-cutting program. P&G did get rid of McDonald the following year and brought back its former CEO A.G. Lafley. Ackman divested his stake in 2014.

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Procter & Gamble, maker of Pampers diapers, 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.
procter andgamble, nelson peltz, trian, vote
Tuesday, 10 October 2017 12:24 PM
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