"As a member of the board, Mr. Peltz would seek to help the company increase sales and profits, regain lost market share, and address the company's structure and culture, and we believe that he can contribute far more value operating from within the company's boardroom than by merely advising the company from the outside", Trian wrote in its proxy materials.
Trian Fund Management, which owns roughly $3.3bn shares in the $225bn behemoth maker of Crest toothpaste and Gillette razors, has put Nelson Peltz up for election as a director at the upcoming annual shareholder meeting.
However, those efforts have failed to boost the company's stock much beyond the level where it traded at the beginning of this year. The company carried a market valuation of almost $224 billion.
Trian said in the filing it was launching the proxy fight because of P&G's continuing underperformance and the lack of tangible evidence that the company had embraced initiatives discussed at various meetings between the parties.
Trian had sought a seat for Peltz on P&G's board earlier this year, but was declined by the company. "The board is confident that the changes being made are producing results, and expresses complete support for the company's strategy, plans, and management".
Trian said it was not seeking a break-up of P&G or the ouster of the company's chief executive, adding that in case Peltz was elected he would seek re-election of the director he replaced.
The move, which will make P&G the largest company to face a proxy battle was first reported by the Wall Street Journal Monday citing people familiar.