Procter & Gamble board details perspective on proxy contest
The Procter & Gamble Board of Directors issued the following statement detailing its perspective on the P&G proxy contest. "On behalf of the Procter & Gamble Board of Directors, I want to detail why we strongly recommend voting for all of P&G's highly qualified Directors who are deeply engaged and committed to the Company and all P&G shareholders. What matters in this proxy contest is that P&G is on the right track, with the right management team, the right Board, and the right plan that is working. The Company is in the middle of a successful transformation that is producing positive results. Nearly everything about the Company is changing, and it is well positioned for future market share growth, margin growth, and leading returns to investors. Nelson Peltz of Trian is vying for a P&G Board seat in the middle of a successful transformation that is delivering results. He is a respected investor, and we are willing to listen to him, but the case for adding Mr. Peltz to the Board misses on two key factors - the timing is late, and the substance is lacking. P&G is a completely different company than it was just a few years ago. The P&G Board and management team identified the changes that were needed and have already been aggressively implementing them. Mr. Peltz's timing is late to P&G's turnaround. P&G has already executed a massive productivity program, with another major cost saving initiative underway. The brand and product portfolio has been restructured. The organization is being redesigned, moving to a by-category structure and dismantling the complex matrix. Nearly every aspect of the business is being revamped, from innovation to marketing to selling. The plan is working. Since the Board appointed David Taylor as CEO two years ago, P&G has delivered total shareholder return of 28%, outperforming peers. Sales and earnings objectives are being achieved. Margins are increasing to industry leading levels. Market shares are improving. The comprehensive actions the Board and management have taken to transform P&G and accelerate growth are delivering results. Now is the time to continue to execute and deliver, not risk going backwards. The P&G Board and management team are always open to constructive suggestions, and spend a lot of time in and out of the boardroom exploring and debating ideas. Members of the P&G Board have had numerous interactions with Mr. Peltz to listen to and understand his views, but he has only offered one substantive idea that P&G is not already doing. The one idea he is advocating - to again reorganize the Company - is a bad idea that would stall or reverse the Company's momentum. The last thing P&G needs now is a costly and time-consuming reorganization. P&G also has rigorous and substantive selection criteria for Board membership. We continually refresh the Board, looking for people with the right experience and skills needed to guide P&G into the future. We are currently looking for global experience, digital and big data/analytics experience, and skills in artificial intelligence and machine learning. We are looking for direct experience in household and personal categories, as well as in health care. And we are looking to build a Board that reflects the consumers we serve, with diversity in gender, age, and ethnicity. After extensive due diligence, we have concluded that Mr. Peltz does not fit the criteria we are seeking for the P&G Board. We respect Mr. Peltz as an investor and will continue to engage constructively with him as a P&G shareholder. The P&G Board is highly engaged, deeply committed, and is holding management accountable to deliver results for the short-, mid- and long-term. The Company is well on its way to meeting the needs of consumers and to delivering the business and financial results that you expect from P&G. Your vote is important. That is why we respectfully ask for your support for all of P&G's Directors in this proxy contest."