Procter & Gamble Co (PG) Proxy Fight

Trader on the floor of the New York Stock Exchange

Sard Verbinnen & handling corporate activist Nelson Peltz's proxy fight with Procter & Gamble Co.

The Wall Street Journal reported that TFM's effort marks a new milestone for a shareholder-activism movement that has shaken up some of the biggest US companies in recent years. The filing sets up a proxy fight in which shareholders will be asked to decide whether to add Peltz as a 12 board member, representing Trian Partners, a NY fund that owns more than $3 billion in P&G shares.

"As one of P&G's largest shareholders, and given P&G's disappointing results over the past decade, Trian has a keen interest in helping the company address the challenges it is facing", Trian said in a statement.

Trian doesn't typically take part in proxy fights and often simply provides advice. It has branded itself as a "highly engaged shareholder", not an activist, but instead a sort of uber-adviser to executives and boards. The company is struggling to navigate changing consumer habits.

Trian's willingness to work with companies in private has often led it to negotiate its way into the board instead of needing a fight. Trian contended that Procter & Gamble needed to cut costs and trim its bureaucracy.

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Peltz is allegedly hoping that winning a seat will allow him to drive changes to help reverse P&G's recent sluggish growth. Afterward, the sides grew close and Heinz CEO William Johnson was put on the board of PepsiCo Trian.

Trian Partners called for "decisive action that goes above and beyond what the company has presently committed to do".

Procter & Gamble's board may still be smarting from its last nick with activism. Historically, there have been executives who run business units and others who are in control of sales and marketing, which Trian argues clouds who has ultimate responsibility for profits.

"The Board is confident that the changes being made are producing results, and expresses complete support for the Company's strategy, plans, and management", P&G said in a statement. Trian is also dangling niceties like promising to support management and not calling for a breakup. The board backs his plan and doesn't want to add Mr. Peltz because it doesn't see the need, people familiar with the matter said.

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