Trian Fund Management seeks to seat Nelson Peltz on P&G board

Trader on the floor of the New York Stock Exchange

Getty Images Trader on the floor of the New York Stock Exchange

Trian said P&G has underperformed the S&P 500 and the company's corporate peers over the last decade.

"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. Nor was it seeking to replace the company's chief executive of less than two years, David S. Taylor. In fact, the Company's total return to shareholders over the last ten years was less than half that of its peers.

"Structural and organizational bureaucracy may be preventing management from identifying and responding to commercial opportunities in a timely manner, hindering product innovation and dampening sales growth", Trian said in the filing.

The proxy statement also stated what Trian is not trying to change.

In reiterating its Hold rating on the shares, DB says PG "has missed a number of big industry changes over the last several years, notably share losses in USA men's shaving and China broadly, but we believe management is now more focused than ever to bring superior innovation to the market to drive share gains".

Shares of P&G are up less than 4 percent this year.

Shareholders are frustrated with the direction of this "very slow-moving" company, said Ali Dibadj, an analyst at Sanford C. Bernstein & Co., who has an outperform rating on the shares. Once the company's largest investor with a 1% stake, Ackman sold off the last of that investment in May 2014.

Earlier this year, Unilever, which owns the Ben & Jerry's ice cream and Dove personal-care brands, fended off an unwanted takeover approach from Kraft Heinz Co., prompting the Anglo-Dutch giant to say it would take steps to improve shareholder returns.

Trian and Procter & Gamble Co were close to reaching an agreement that would allow Peltz to join the Board if public goals weren't met, but the discussions fell apart in May. Meanwhile, the company is losing market share in various categories yet it's the only company in the world that boasts over 20 billion-dollar brands.

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