In what has been called the most expensive proxy fight in U.S. history, Procter & Gamble has defeated billionaire activist Nelson Peltz in his fight for a seat on P&G’s board.
The defeat was extremely narrow, though, as investors were nearly evenly split on the decision.
For his part, Peltz isn’t ready to concede defeat. He said after the shareholders’ meeting in which the vote was taken that he disagreed with Procter & Gamble’s counting of the ballots. He wants to wait for the tally to be certified, and he plans to challenge the vote.
On October 10, Peltz said that the vote was close enough that it was clear that shareholders had sent a message to the board. “The board owes it to the shareholders to really study the issues, the issues of structure and the issues of culture,” he said.
A little back story: Peltz, whose Trian Management Fund is one of Procter & Gamble’s top investors, has been seeking a board seat despite the company’s objections. He has said that P&G needs to streamline its operations and bring in “outside talent” in order to do so. Procter & Gamble, on the other hand, says that Peltz would disrupt a turnaround that is currently underway.
For years, Procter & Gamble has struggled with market share. Its sales slowed and it faced competition from other, more innovative brands. But Taylor, who became CEO in 2015, has overseen an array of changes whose goal is to make the company more competitive. It simplified its corporate structure, streamlined its portfolio, and put more money into research and development. It has also striven to improve operations.
Taylor’s changes seem to be working, since Procter & Gamble stocks have risen faster than those of many U.S. consumer product companies such as Colgate-Palmolive and Clorox—up more than 20 percent since Taylor took the helm.
On the other hand, the company sees Peltz’s ideas as either ill informed or retreads of work that is already underway. Procter & Gamble executives warned investors that adding Peltz to the board could put a stop to the progress that’s already been made. In a letter to shareholders, the company went further, saying that Peltz’s plan is “a thinly veiled attempt to break up P&G and sell its brands to the highest bidders.”
The ultimate question, though, is “was P&G’s investor battle victory worth the cost?” The company enlisted the help of Goldman Sachs, Morgan Stanley, Centerview, and Lazard in its side of the battle, and may have spent up to $60 million in its bid to keep Peltz off the board. Trian, on the other hand, spent at least $25 million on the proxy fight.
“The titanic amount of money that has been spent on this contest is going to be a big flashing light for other companies that face activists challenge,” Stephen Davis of Harvard Law School told CNBC. “No one wants to spend this kind of money or that kind of management time on a battle over the board.”
“P&G would be mistaken if it feels this is a victory—it is a repudiation by a large percentage of its investors,” Davis said. “And so really the time has come to see…what measures will be needed to restore trust.
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