Peltz Launches Proxy Fight with Procter & Gamble

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Activist investor Nelson Peltz and his Trian Management have launched a proxy battle with Procter & Gamble Co. (NYSE: PG), the giant consumer products firm with a market cap of around $223 billion and the biggest target ever of a proxy fight.

Trian owns about 37.6 million shares (approximately 1.4%) of P&G’s outstanding stock, worth about $3.3 billion at Friday’s closing price of $87.10 per share.

Trian is seeking one seat (out of 12) — for Peltz — on P&G’s board at the company’s annual stockholders’ meeting tentatively on the calendar for October. P&G declined last week to add Peltz to the board following several months of discussions between the company and Trian.

According to Trian’s filing Monday morning, the firm proposes three changes to help P&G overcome its “disappointing results over the past decade:”

Weak Total Shareholder Returns. Over the past decade, the Company has underperformed relative to both its peers and to the S&P 500. In fact, the Company’s total return to shareholders over the last ten years was less than half that of its peers. We believe P&G needs to address the factors contributing to this consistent underperformance.

Deteriorating Market Share. Over the past five years, P&G’s organic sales growth has decelerated and the Company has lost market share across most of its categories. The Trian Group believes that disruptive and existential threats are impacting the entire consumer packaged goods industry, including changes in technology and consumer behavior, and the Company must act with the greatest possible urgency to address the market share it is losing to both its peers and smaller local competitors, who are adapting to industry changes more effectively than P&G.

Excessive Cost and Bureaucracy. The Company’s management acknowledges the need to reduce cost and bureaucracy, but it is clear to us that these critical issues have not been sufficiently addressed.

The proxy statement also stated what Trian is not trying to change. It is not advocating for the break-up of P&G, the replacement of the CEO David S. Taylor, the replacement of any directors, taking on excessive leverage, cutting pension benefits, or suggesting that R&D, marketing, or capex be reduced.

The timeline of discussions in the filing shows that talks began in February and ended last week when the company’s directors told Peltz “that they were also dissatisfied with the Company’s performance, but that they felt that Trian’s representation on the Board was unnecessary in light of recent initiatives undertaken by the Company.” At this point, Trian told P&G that it would proceed with its proxy solicitation.

Shares of P&G traded down about 0.3% in Monday’s premarket session at $86.88 in a 52-week range of $81.18 to $92.00. The consensus price target on the stock is $91.59.