Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant ¨
Filed by a Party other than the Registrant þ
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|¨||Preliminary Proxy Statement|
|¨||Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))|
|¨||Definitive Proxy Statement|
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|¨||Soliciting Material Under Rule 14a-12|
The Procter & Gamble Company
(Name of Registrant as Specified in Its Charter)
Trian Fund Management, L.P.
Trian Fund Management GP, LLC
Trian Partners, L.P.
Trian Partners Co-Investment Opportunities
Trian Partners Master Fund, L.P.
Trian Partners Parallel Fund I, L.P.
Trian Partners Master Fund (ERISA), L.P.
Trian Partners Strategic Investment Fund-A, L.P.
Trian Partners Strategic Co-Investment Fund-A, L.P.
Trian Partners Strategic Investment
Trian SPV (Sub) XII L.P.
Trian Partners Fund (Sub)-G, L.P.
Trian Partners Strategic Fund-G II, L.P.
Trian Partners Strategic Fund-G III, L.P.
Trian Partners Strategic Investment Fund-N, L.P.
Trian Partners Strategic Fund-K, L.P.
Trian Partners Strategic Fund-C, Ltd.
Peter W. May
Edward P. Garden
Clayton C. Daley, Jr.
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
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We appreciate that as a member of the P&G community,
you are not only a shareholder, but one of the people whose hard work, creative ideas and common purpose have built P&G. Beyond
your pride in P&G, we know how much this company means to your livelihood and to your family’s well-being. We also understand
how much the share performance has disappointed you over the past decade. When a significant portion of your wealth is tied up
in P&G stock, it’s no small matter that it has delivered half the returns of rival consumer products companies over the
last decade.1 It means the value of your P&G nest egg is significantly less than it could be. We don’t think
that’s right. You deserve to have your shares deliver all their potential value. As a fellow P&G shareholder, we want
to share with you our thoughts about the future of our company and how we think the value of your investment can be significantly
P&G is the biggest investment Trian has ever made, and
like you, we have a commitment to its long-term success. We believe having a qualified, independent shareholder representative
in the boardroom advocating for real change will go a long way towards making that happen. We think the P&G Board has not been
as proactive as it should be, and as shareholders, we have the right to expect more. If our nominee, Nelson Peltz, is elected he
will seek to engage with other Board members in a collaborative way to facilitate positive change that will help ensure the lasting
prosperity of P&G.
This is not a choice between the existing Board and Nelson
Peltz. Trian is NOT seeking to replace the CEO or any existing directors. Rather, this decision comes down to whether you believe
having Nelson Peltz in the boardroom will help P&G make the breakthrough moves that can revitalize P&G so that it is once
again the industry’s top performer. Nelson has a long track record of helping to improve performance at consumer companies
and working collaboratively with management and boards. You can learn about what CEOs who have worked with Nelson think of him
in the accompanying letter to all shareholders. As a gesture of our desire to encourage collaboration, Nelson’s first action
as a director would be to recommend that the Board reappoint the P&G nominee who was not re-elected.
We think adding Nelson to the Board would be a big win for
the Board, senior management and shareholders. Nelson’s approach is respectful and fact-based. That’s why Clayt Daley,
a 35-year P&G veteran and former Vice Chairman and Chief Financial Officer, has chosen to work with us as an advisor. “If
you're a Procter & Gamble shareholder, you should want Nelson Peltz in the boardroom. You have suffered substantially below
market returns for enough years that something should change,” Clayt said. “Nelson can bring the energy and ideas to
the boardroom that the company needs.”
We hope you will voice your concern about the serious issues still confronting P&G, along with your optimism about your Company’s great potential, by voting FOR Nelson Peltz using the WHITE proxy card today.
Together, we can revitalize P&G.
TRIAN FUND MANAGEMENT, L.P.
Sort through the proxy materials you have received and find the WHITE proxy cards/voting instruction forms. They will clearly say “WHITE” and “Trian” on them.
If you hold your shares through more than one account, you will receive a separate proxy card or voting instruction form for each account. It is important that you vote a WHITE proxy card for each account through which you hold shares.
Remember, only your latest-dated vote counts. Even if you inadvertently vote using P&G’s Blue proxy card, you have every legal right to change your vote by using Trian’s WHITE proxy card TODAY to vote “FOR” Nelson Peltz.
If you have questions about how to vote your shares, please contact the firm assisting us with the solicitation:
INNISFREE M&A INCORPORATED
Toll-Free at (877) 750-8338 (from the U.S. and Canada)
(412) 232-3651 (from other locations)
1 Source: Capital IQ, SEC filings and annual reports. Total shareholder returns of the S&P 500, the Company and its peers measured through June 15, 2017, one day before rumors surfaced of Trian seeking P&G Board representation. Trian considers the Company’s peers to include Beiersdorf, Church & Dwight, Clorox, Colgate, Edgewell Personal Care, Henkel, Kimberly-Clark, L’Oreal, Reckitt Benckiser and Unilever. We believe this peer group is relevant because each is domiciled in the United States or Europe, has a significant market capitalization and generates a significant portion of its sales in categories in which P&G competes.