Procter & Gamble

Trian wants CEO Nelson Peltz on P&G board

Trian Fund Management has nominated its chief executive and founding partner Nelson Peltz for election to the board of Procter & Gamble, according to a recent filing.

The company said 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.

“Trian believes the job of a highly engaged shareowner in the boardroom is to foster a true sense of ownership among directors and inspire the board to take decisive and timely action to create sustainable, long-term value for both the company and its shareholders,” said Mr Nelson Peltz.

“As a member of the Board, it would be my goal to help improve performance by increasing sales and profits and regaining lost market share. I also believe the Board must address the company’s structure and culture. I can add far more value operating within the P&G boardroom than by merely looking in from the outside.”

See below Trian’s full statement on the reasons why it wants its CEO Mr Nelson Peltz on the board of P&G:

Weak Total Shareholder Returns – Over the past decade, P&G has underperformed relative to both its peers and the S&P 500.1 Over a 10-year period, P&G’s total return to shareholders was less than half that of its peers and has been in the bottom quartile over most recent time frames.2 Trian believes P&G needs to address the factors contributing to this consistent underperformance, including:

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.3
• Organic sales and volume growth have been well below that of traditional large-cap consumer packaged goods peers.
• Disruptive and existential threats are impacting the entire consumer packaged goods industry, including changes in technology and consumer behavior, and P&G 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 – P&G management acknowledges the need to reduce cost and bureaucracy,4 but it is clear to Trian that these critical issues have not been sufficiently addressed.
• Trian’s analysis shows that P&G’s $10 billion cost-cutting program, launched in 2012, has had no discernible impact on profits or sales growth. ◦ To the extent savings were reinvested to drive growth, there was little impact on organic volume growth, which was among the worst in class relative to peers from 2012 to 2016, and market shares declined.
◦ Savings did not drive earnings growth given that operating profit was essentially flat from 2012 to 2016.5

• Although P&G has stated that it has identified up to $13 billion of additional cost savings, given the Company’s track record, Trian is concerned that this initiative will be as ineffective as the 2012 program in driving sales growth, earnings growth and shareholder value creation.
• P&G has an overly complex organizational structure and a slow moving and insular culture. ◦ Structural and organizational bureaucracy prevents management from identifying and responding to commercial opportunities in a timely manner, hinders product innovation and dampens sales growth.6

While P&G leadership says they are addressing the underperformance issue, shareholders have heard similar promises in the past and results have not improved. Trian believes P&G must take decisive action that goes above and beyond what P&G has presently committed to do.

Adding Nelson Peltz to the Board Will Help P&G Address These Challenges – Trian 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.
• At consumer companies where Mr. Peltz has served on the Board of Directors, earnings-per-share growth has outpaced the S&P 5007 by an average of 780 basis points annually.8
• Total shareholder returns at consumer companies where Mr. Peltz has served on the Board of Directors have outperformed the S&P 500 by an average of 880 basis points annually.9

Trian believes that P&G’s challenges stem in large part from its organizational structure and culture, which can be highly resistant to change. Therefore, it is Trian’s strong view that the addition of a motivated independent director that has a material ownership stake and relevant industry experience can be a valuable resource for overcoming the root causes of these challenges.

What Trian is NOT Pushing For – Trian believes strongly in P&G’s potential, and as a long-term shareowner, its objective is to create sustainable long term shareholder value for all P&G shareholders. That means Trian is:
• NOT advocating for the break-up of the Company
• NOT suggesting that the CEO be replaced
• NOT seeking to replace directors
• NOT advocating taking on excessive leverage
• NOT seeking to cut pension benefits
• NOT suggesting that research & development, marketing expense or capital expenditures be reduced

Trian has made the decision to nominate Mr. Peltz for election to the Board at the 2017 Annual Meeting so that he can act as a catalyst for faster and more significant change at P&G. In connection with this nomination, Trian has filed a preliminary proxy statement with the SEC and launched the website www.RevitalizePG.com, which contains a brief shareholder presentation and other materials.

“Trian believes the job of a highly engaged shareowner in the boardroom is to foster a true sense of ownership among directors and inspire the board to take decisive and timely action to create sustainable, long-term value for both the company and its shareholders,” said Mr. Peltz. “As a member of the Board, it would be my goal to help improve performance by increasing sales and profits and regaining lost market share. I also believe the Board must address the company’s structure and culture. I can add far more value operating within the P&G boardroom than by merely looking in from the outside.”

Wishing to avoid a proxy contest, Trian had numerous constructive meetings and discussions with P&G management and a few Board members over the course of the past four months. Trian is disappointed that the Company has rejected Trian’s request to expand the Board by adding Mr. Peltz, who would be a representative of all shareholders. Trian still hopes to avoid the distraction of a proxy contest for the sake of all constituencies. However, it feels compelled to advocate for the changes it believes are necessary at P&G in order to enhance long-term value and return P&G to its position as the best-in-class consumer packaged goods company in terms of growing both market share and financial performance. Should Mr. Peltz be elected to a seat on P&G’s Board at its Annual Meeting, as a director, his first action would be to propose that the Board immediately re-appoint to the Board whichever current director has not been re-elected.

About Mr Nelson Peltz
Nelson Peltz is the Chief Executive Officer & Founding Partner of Trian, a highly regarded investment management firm formed in 2005. Over the course of his career, he has served on a number of corporate boards, and is currently a director at Mondelēz International, Inc. (since January 2014), Sysco Corporation (since August 2015), The Madison Square Garden Company (since December 2014) and The Wendy’s Company, where is he non-executive Chairman (since 2007). If elected to the P&G Board, he intends to resign from at least one of his current boards.

Previously, Mr. Peltz has served as a director of Ingersoll-Rand plc (2012 to June 2014), H. J. Heinz Company (2006 until June 2013), Legg Mason, Inc. (2009 until December 2014) and National Propane Corporation (1996 to 1999), the managing general partner of National Propane Partners, L.P., where he was Chairman of the Board.

A native of Brooklyn, New York, Mr. Peltz began his business career in 1963 when he joined his family food business. In addition to founding Trian, he has served in senior management positions at various companies. From 1993 to 2007, he served as the Chairman and Chief Executive Officer of Triarc Companies, Inc. During that period, Triarc owned Arby’s Restaurant Group, Inc. and acquired Snapple Beverage Group, as well as other consumer and industrial businesses. Mr. Peltz was also Chairman & Chief Executive Officer of Triangle Industries, Inc., a Fortune 100 industrial company and the parent of American National Can Company from 1983 until December 1988, when it was acquired by Pechiney, S.A. From 1984 until 1992, Mr. Peltz was Chairman, Chief Executive Officer and a director of Avery, Inc., which primarily engaged in the manufacture and sale of specialty chemicals through Uniroyal Chemical Company.

Mr. Peltz was recognized by the National Association of Corporate Directors (NACD) in 2010, 2011 and 2012 as among the most influential persons in the global Corporate Governance arena.

Mr. Nelson Peltz attended The Wharton School of the University of Pennsylvania.