September 6, 2017 / 9:21 PM / 2 years ago

Trian proposes shake-up to P&G's structure and strategy

NEW YORK (Reuters) - Activist investor Trian Partners on Wednesday released its long-awaited plan to boost shares of Procter & Gamble Co (PG.N), detailing changes intended to streamline and rejuvenate the maker of Crest toothpaste, Tide laundry detergent and Pampers diapers.

FILE PHOTO: Nelson Peltz founding partner of Trian Fund Management LP. speak at the WSJD Live conference in Laguna Beach, California, U.S. on October 25, 2016. REUTERS/Mike Blake/File Photo

The release of the 94-page proposal comes as the two sides are locked in a battle over efforts by Trian co-founder Nelson Peltz to join the 12-member board of the consumer products company.

P&G has resisted, saying Peltz is a bad fit for the board and has an outdated view on how the Cincinnati, Ohio-based company operates.

Shareholders will vote on Oct. 10 on whether to add Peltz to the board. Valued at $232 billion, P&G would be the biggest U.S. company by market capitalization to face a proxy fight.

“Trian believes P&G should be organized into three largely autonomous business units under a lean holding company,” the hedge fund said in its proposal. The company is currently comprised of four global business units.

Trian, P&G’s fifth-largest shareholder, also said the company’s management compensation plan is tied to three-year goals that are set too low.

Procter & Gamble said in a statement that the company is executing a winning strategy, as evidenced by its 2017 fiscal year results.

“We remain focused on delivering our plan, while preventing anything from derailing the progress we are making to create value for all P&G shareholders.”

Trian’s $3.5 billion P&G investment became public earlier this year, but its strategy on how to boost the company’s shares had until now remained behind closed doors.

Other proposed changes include Peltz offering to lead a board study on how P&G can improve innovation, having “failed to create a new meaningful brand in nearly 20 years” according to Trian.

Peltz would also encourage the board to groom more outside leadership talent and to have P&G focus its acquisition strategy on buying and developing smaller, more local brands, Trian said.

Trian has touted Peltz’s experience on boards of other consumer companies including Mondelez International Inc (MDLZ.O), Sysco Corp (SYY.N) and Triangle Industries Inc, a packaging company where Peltz was chairman and chief executive from 1983 to 1988.


P&G is organized into four global business units: Baby, Feminine and Family Care; Beauty; Fabric and Home Care; and Health and Grooming. P&G, which has been cutting costs and selling off brands, reported net sales last quarter that were flat at $16.08 billion.

Trian proposes shrinking that to three groups, each with a regional leader with full control of the business, its profits and its losses: Beauty, Grooming and Healthcare; Fabric and Home Care; and Baby, Feminine and Family Care.

Under the new organization, the CEO would oversee the three business leaders. The three business divisions would sit under a holding company, which controls public company functions and costs, Trian said.

According to Trian, P&G’s management compensation plan is tied to three-year goals that are too low, including a 2.8 percent organic sales target, which is lower than the company’s 3 percent to 3.5 percent market growth target.

FILE PHOTO - Nelson Peltz founding partner of Trian Fund Management LP. speak at the WSJD Live conference in Laguna Beach, California October 25, 2016. REUTERS/Mike Blake/File Photo

Trian has taken swipes previously at P&G’s bureaucracy and stock performance compared to peers, a dig it repeated in its plan, citing a total shareholder return over the last decade that trailed both peers and the S&P 500.

P&G, shares of which have risen 10 percent this year to $92.72, has countered that the company’s stock performance has outperformed since CEO David Taylor took over in Nov. 2015.

Since then, P&G said in a letter to shareholders last month that total shareholder return has risen 28 percent through mid-August, beating peers.

Reporting by Michael Flaherty; Editing by Meredith Mazzilli and Cynthia Osterman

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