Procter & Gamble

P&G rejects Nelson Peltz board membership proposal by Trian Fund

P&G has responded to Trian Fund Management’s suggestion that its CEO, Nelson Petz should join the company board of directors.

The companysaid 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.

Mr Nelson Peltz investment funds beneficially owns approximately USD3.3 billion of shares.

Trian in a statement said it believes that Mr. Peltz’s significant expertise and long track record of working successfully with management teams and boards to turn around consumer companies and drive sustainable long-term shareholder value will be invaluable to P&G as it works to overcome its challenges.

A response to the call, PP&G said its and management team are committed to enhancing value for all shareholders and will continue to take actions to achieve this objective. P&G is actively executing its strategy to achieve balanced, sustainable long-term growth and value creation. Over the past two years, P&G has accomplished the most significant portfolio transformation in its history, having divested, discontinued, or consolidated more than 100 brands and simplified its product portfolio from 16 to 10 categories.

At the same time, the Company has established a new standard of excellence for product performance, packaging and commercial execution, and is further strengthening its organization design, culture and accountability to ensure the strongest and most efficient operational performance across the organization. Today, P&G is a leaner, more agile, more accountable and more efficient organization with leadership positions in 10 large, structurally attractive categories.

The Company also continues to execute on bold productivity initiatives, having delivered more than $10 billion in savings over the past five fiscal years, with plans to deliver up to an additional $10 billion over the next five fiscal years. From reducing the number of manufacturing sites and simplifying its manufacturing platforms, to streamlining agency costs and refining its geographic footprint, the Company’s initiatives are enhancing value across the organization. In addition to driving cost savings, these productivity programs have led to an increase of more than two points in operating margin over the past four years. At the same time, P&G is committed to continued productivity improvement and cost savings that provide the fuel for innovation and investments needed to accelerate and sustain faster top-line growth. For example, the Company will reinvest savings to improve product formulations and packaging, sales coverage and media programs, as well as product sampling and in-store and online demand creation. P&G will also invest in consumer value equations, correcting value gaps and quickly responding to competitive challenges as they emerge throughout the year.

P&G also continues to focus on consistently generating strong cash flows to extend its outstanding track record of returning value to shareholders. Over the past 10 years, P&G has returned $100 billion of capital to shareholders in the form of dividends, share exchanges and share repurchases, with approximately $38 billion in value returned over fiscal years 2016 and 2017. The Company recently announced a 3% increase to its quarterly dividend, marking the 127th year in which P&G paid a dividend, and the 61st consecutive year in which P&G increased the dividend. P&G expects total dividend payments to shareholders of more than $7 billion in fiscal year 2017, bringing total dividends paid over the last decade to more than $62 billion.

P&G has a best-in-class Board of Directors that is fully supportive of and actively engaged in overseeing the Company’s transformation, and is holding management accountable for delivering continued growth and success. The P&G Board comprises 11 diverse, highly qualified and experienced Directors, ten of whom are independent and four of whom have joined the Board in the last five years. P&G’s Directors are proven business leaders, many of whom have run successful businesses and led significant business and organization transformations at their respective companies. Together, the Board brings to P&G a broad range of expertise, skills and experience in strategy and leadership, productivity and cost savings, consumer and retail, technology and innovation, government, finance, marketing, and international business.

P&G has maintained an active and constructive dialogue with Trian since it made its investment in the Company. P&G’s Board and management team are keenly focused on executing the Company’s strategy to drive innovation, accelerate organic sales and volume growth, improve productivity and cost structure, and strengthen P&G’s organization and culture. While the Board is always willing to consider new ideas that may help drive profitable growth and enhance shareholder value, the Board notes that Trian has not provided any new or actionable ideas to drive additional value for P&G shareholders beyond the continued successful execution of the strategic plan that is in place. 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 remains focused on serving the world’s consumers better than its best competitor, in every category and every country where the Company chooses to compete — creating superior shareholder value in the process.

The Board will present its formal recommendation regarding Director nominees in the Company’s definitive proxy statement and other materials, which will be filed with the Securities and Exchange Commission. The date of the Company’s 2017 Annual Shareholder Meeting has not yet been announced. P&G shareholders are not required to take any action at this time.

It is not clear how Trian will react to P&G’s statement.