All looked lost for the insurgent investor behind Trian Fund Management in his epic campaign for a board seat at the iconic U.S. packaged goods company. Last month preliminary results issued by P&G showed that Peltz had just under 50% of the vote, or roughly 49.8%. However, Peltz said he wasn't conceding defeat and that the results were "too close to call." He said he was waiting for the final result tabulations by IVS Associates Inc., P&G's inspector of elections.
However, in a statement Wednesday, Peltz said that the independent inspector of elections has come to the conclusion, after reviewing the votes, that he actually won the election. Procter & Gamble quickly issued its own press release noting that Peltz is "ahead" with a lead of about 42,780 shares, about 0.0016% of the vote, according to IVS Associates. The packaged goods company said that the results are still "preliminary" and subject to review," suggesting that it wasn't yet fully ready to concede defeat. It added that P&G will disclose the final results after receiving the independent inspector of elections' final certified report "in the weeks ahead."
Even so, P&G's shares moved upward by 2.6% to $90.55 a share in after-hours trading on the news.
In a statement Peltz said Trian "greatly appreciates the support we have received, and we are gratified that the independent inspector's tabulation shows that shareholders have elected" him to the board. "The Inspector's report represents an independent, careful tabulation of all proxies and ballots submitted to the Inspector by both P&G and Trian," Peltz said. "Trian strongly urges P&G to accept the Inspector's tabulation and not waste further time and shareholder money contesting the outcome of the annual meeting. Shareholders have voted, and they have indicated that they want Nelson Peltz to join the board."
The results, if accurate, represent a huge victory for Peltz in what was the largest boardroom battle in the history of U.S. proxy fights. Peltz has $3.5 billion in P&G shares.
The preliminary results issued by P&G reported that about 973 million shares voted for the investor, just a little bit fewer than the 979 million shares backing his opponent, an incumbent director on the packaged goods company's board.
On one level, Peltz's seat represents just one position on an 11-person board. As such, he may have limited power and even have difficulty getting subjects he wants evaluated to come up for discussion by the P&G board. Peltz will need another director to second his motion for a particular subject to be evaluated at the board level. If he can't get someone to second his motions then the issue won't be discussed.
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Alternately, the board may consider Peltz's victory as a large message from shareholders. If so, expect the activist investor to have an impact on P&G's future direction. Peltz has argued that P&G suffers from "suffocating bureaucracy" and should be restructured into three global business units rather than the four it has now. It is unlikely that Peltz with only one board seat would succeed in driving that change to happen.
However, smaller changes, like a push to make more bolt-on smaller acquisitions to bring in innovative brands or a wholesale re-evaluation of the company's R&D spending, are things that the board could agree on in the wake of a Peltz victory. The Peltz team has argued that there is has been a significant lack of innovation at the company in recent years, and that the last major P&G innovation was the Swiffer, which was created almost 20 years ago.
P&G CEO David Taylor said that Peltz's proposal was "very dangerous," arguing that it would eliminate the company's corporate R&D department. Even so, the board might feel pressure to include Peltz on an innovation and technology subcommittee so that he could have a voice in how P&G spends its R&D dollars.
In an interview with The Deal, TheStreet's sister publication, in September, Trian Fund Management Partner Josh Frank, a senior analyst and co-author of a 93-page white paper on P&G, refuted assertions that Peltz wants to eliminate or even stratify corporate R&D. Rather, Frank said Trian's proposal does nothing to inhibit capital flow to R&D or collaboration among units. Frank said that R&D is something that should be investigated by the board or a subcommittee of directors.
It is possible that Peltz's addition would drive the company to also focus more on acquiring small brands or developing new brands in-house. The activist fund has argued that millennials don't want the big global brands that P&G offers up. Frank pointed to S.C. Johnson's recent move to acquire soap and cleaning product maker Method as an example of the kind of small but innovative brand acquisitions P&G ought to be making.
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