Procter & Gamble says Nelson Peltz of Trian is pushing a personal agenda

Merck

The Procter & Gamble Company said Nelson Peltz of Trian is pushing a personal agenda for his insistence to be on the company’s board of directors.

The company told its shareholders in the latest update that:

Your Board and management team strive to maintain an active dialogue with all shareholders. As such, members of the P&G Board and management team have engaged with Trian, and Mr. Peltz in particular, on at least 16 occasions – in person, telephonically and via email – since Trian made its investment in P&G just several months ago. As part of this engagement, Mr. Peltz was also invited to share his views with P&G senior leadership at the Company’s Global Leadership Council (GLC) meeting on May 4, 2017.

In all of the interactions Mr. Peltz has had with P&G Board members and management, he has failed to offer any new, actionable ideas to drive additional value for P&G shareholders. In fact, Mr. Peltz has been supportive of P&G and its ongoing transformation, its strategic plan and its management team and Board.

It is notable that when Mr. Peltz has publicly criticized aspects of P&G’s business, he has been wrong. For example, Mr. Peltz criticized our recent adjustments to our digital marketing expenditures, demonstrating that he does not understand digital advertising and is unaware that P&G has led the industry in addressing fraud and waste in that space. He has also criticized our organizational structure, relying on outdated arguments apparently informed by a former executive who left the Company nearly a decade ago and is now a paid consultant to Trian.

While we have engaged with Mr. Peltz with an open mind, we have also done our research. We have spoken with investors, analysts, members of Boards and senior executives at companies that have been impacted by Trian. The overwhelming feedback we received was clear: Mr. Peltz is not helpful to Boards and management teams that are on the right track.

We have a strategy that is working and a management team and organization that are delivering results. Given that Mr. Peltz is largely and consistently in agreement with our strategy, it would be fair for P&G shareholders to ask, “What is this proxy contest really about?” We believe that Mr. Peltz disclosed his motivation when, in the context of a discussion on May 18, 2017 regarding a potential resolution of this proxy contest, he told P&G directors Jim McNerney and David Taylor that he had to have something for his [Trian’s] investors. We believe Mr. Peltz initiated this proxy contest to satisfy his own agenda and to meet the expectations of his limited partners.