Market Overview

P&G Highlights Support from Key Stakeholders for the Company's Strategy that is Delivering Results


P&G Urges Shareholders to Vote "FOR"
ALL of the Company's Directors on the BLUE
Proxy Card

The Procter & Gamble Company (NYSE:PG) today highlighted in an open
letter support it has received from key stakeholders and noted that the
Company is on the right track and its strategy is delivering results.

P&G shareholders are reminded that their vote is important, no matter
how many or how few shares they own. The P&G Board and management team
strongly recommend shareholders vote "FOR" ALL of P&G's highly qualified
Directors on the BLUE Proxy Card. Because time is short,
shareholders are encouraged to VOTE THE BLUE PROXY CARD TODAY BY

Additional information regarding the proxy contest, including detailed
instructions on how to vote by telephone or internet, is available at

The full text of an open letter released to shareholders today follows:

Dear Fellow Shareholder:

Over the past several weeks, the P&G team has been delivering one clear
message to stakeholders: P&G is a profoundly different, much stronger,
and more profitable company than it was just a few years ago. We are
encouraged that our message is resonating and that P&G stakeholders
recognize the significant progress we have made.

The Company has received support from many constituents.

Independent research analysts have said:

  • "In light of the vast array of actions the firm is undertaking, we
    fail to see a major impetus behind Peltz's approach and little to
    suggest that his oversight would accelerate change." – Erin Lash,
    Morningstar, 9.13.17
  • "From P&G's latest results, it is clear that the company is making
    progress. To us, the call on PG is simple: fundamentals are improving,
    but the stock is already pricing in market share stabilization. With
    that said, we believe PG's improving fundamentals are starting to
    negatively impact its competitors (this is what we call the "PG
    Effect")." – Nik Modi, RBC Capital Markets, 9.27.17
  • "David Taylor credibly explained that although proxy advisory firms
    concluded that they supported Trian, their comments were favorable
    with respect to management's actions to date and their decision was
    based on the "why not Peltz" question. The company believes this is
    not the right standard, and we agree."

    "Trian's investment
    and involvement with P&G at this time has always been a head scratcher
    for us and we agree that he is late to the game as the company is
    already two years into its transformation." – Faiza Alwy and Jon
    Keypour, Deutsche Bank, 10.4.17
  • "One thing that has seemingly got under Nelson Peltz's skin during his
    crusade at Procter & Gamble (PG) is the company's claim that "The
    Board and management team have talked to numerous directors, CEOs and
    senior executives who have worked with Mr. Peltz, and positive
    recommendations were not forthcoming." Importantly, none of these
    sources have gone on the record. Peltz has countered with some glowing
    testimonials from CEOs and Wednesday he has followed up with a letter
    that was signed by five directors who were board members at Heinz
    following Peltz's successful 2006 proxy challenge. Real simply, these
    five stress that Peltz was a valued member of the board, was focused
    on driving LT [long-term] shareholder value and was respectful. Mind
    you, this letter was signed by five ex-HNZ directors. There were
    twelve directors at the time, one of which was Peltz and another was a
    Trian nominee. In other words, five HNZ alum are not spoken for.
    Notably, one of Wednesday's signatories is Dennis Reilley. He was an
    original Trian Advisory Partner. A second signatory is Charles Bunch
    who coincidence or not, now sits alongside Peltz on the Mondelez
    board. And a third signee is Thomas Usher who has served on three
    boards with Bunch. We wouldn't think any of these signatures were hard
    to get. Nowhere on Wednesday's letter is the signature of NFL Hall-of
    Famer Lynn Swann who was a HNZ director in 2006. Nor is the letter
    signed by the two women who served on the HNZ board in 2006." – Don
    Bilson, Gordon Haskett, 9.25.17-9.29.17

P&G shareholders have said:

  • "We are impressed by the ambitious savings plan and corporate
    realignment that you are undertaking at P&G. The immense amount
    of change you have been implementing, while staying true to the
    organization's culture of innovation,
    will enable P&G to fulfill
    its stated purpose of delivering superior products that improve lives."

    are particularly excited about the new $10bn productivity program
    It is surprising that some investors do not comprehend the extent to
    which exogenous factors negated a large portion of the benefits of the
    prior program, and thus underestimate your ability to deliver on the
    current one."

    "We also appreciate that you have
    strengthened the P&G portfolio and sharpened the company's focus by
    narrowing the number of owned brands from 170 to 65.
    This also
    better positions you to acquire any desirable small or medium-sized
    brands that are achieving success in today's rapidly changing
    environment enabled by the internet – you can "cherry pick" the
    winners and multiply their success and profitability by running them
    through your procurement and global distribution system." – Tremblant
    Capital Group, 9.17.17i
  • "Given the dynamic competitive backdrop, a sense of urgency in the
    boardroom and among management is vital. We heard clearly that
    there is a renewed urgency at P&G and are encouraged by early signs of

    "[P&G]'s straightforward presentation of the
    issues and responsive engagement yesterday left us confident that
    long term shareholders are well served under the current Board and
    and thus we intend to vote the blue proxy." –
    Significant P&G shareholder, 9.28.17ii

The WCPO Cincinnati Editorial Board said:

  • "Peltz is a Wall Street hedge fund impresario who has a very expensive
    hobby of inserting himself onto the boards of publicly traded
    companies and pushing for changes. He's disruptive and, in P&G's case,
    he's unnecessary. It's doubtful he would bring any new ideas. It's
    even doubtful that he knows what he's talking about when it comes to
    P&G's operations. His idea about the corporate headquarters role could
    be devastating to Cincinnati. He'd like P&G to operate with a
    corporate staff of "a thousand or less," compared to the 8,000 to
    10,000 that P&G employs today. That's a restructuring that would not
    only hurt this region, but makes no business sense."

    we don't think P&G retirees, or other shareholders for that matter,
    are hurting. P&G shares are near a 52-week high, trading at around
    $92. And over the last 10 years, its shares have yielded a 93 percent
    return. That's not a company in trouble."

    "Peltz touted his
    experience on other company boards, namely Mondelez (composed largely
    of the former Kraft Foods company), Snapple and Wendy's. But as Peltz
    himself said during the call, "P&G is not selling cheeseburgers."
    Precisely. And P&G does 50 times the business that Wendy's does and
    twice as much as Mondelez, a company that sells Oreos, Triscuits and
    Dentyne. His experience with those companies simply doesn't apply."

    positions himself as an outsider who will bring new, innovative ideas
    to the P&G board. But in reality, he sounds more like a throwback to
    the middle of the last century." – WCPO Editorial Boardiii

Even Institutional Shareholder Services Inc. ("ISS"), an independent
proxy advisory firm, raised significant and valid concerns about adding
Mr. Peltz on the P&G Board:

  • "The fact that the dissident's plan to organize P&G under three units
    potentially primes the company for a split understandably did not
    endear Peltz to the board. Though the dissident has indicated that it
    is "not advocating for the break-up of the company," the word
    "ever" is conspicuously absent from that statement. For an activist,
    or management team, to narrowly qualify such a statement would be
    clearly disadvantageous, of course. Shareholders must therefore assess
    whether Peltz is essentially a wolf in sheep's clothing, as the board
    suggests, based on their view of the intentions and track record of
    the activist." – ISSiv

The Company has done its homework. The P&G Board and management team
have talked to numerous directors, CEOs and senior executives who have
worked with Mr. Peltz. Members of the P&G Board and management team have
also engaged with Trian, and Mr. Peltz in particular, on at least 16
occasions, since Trian made its investment in P&G just seven months ago.
During these engagements, Mr. Peltz never once asked questions to
further understand P&G's transformation and ongoing plan, or about its
organization or people.

The successful transformation at P&G is well underway and is delivering
results. The P&G Board of Directors strongly recommends that you elect
ALL of P&G's Directors by voting on the enclosed BLUE Proxy
Card today to avoid the risk of derailing the progress we are making.


We urge you NOT to vote using any white proxy card or voting
instruction forms you might receive from Nelson Peltz of Trian. Please
disregard and discard the white proxy card.

P&G shareholders are reminded that their vote is important, no matter
how many or how few shares they own. The P&G Board and management team
strongly recommend shareholders vote "FOR" ALL of P&G's highly qualified
Directors on the BLUE Proxy Card. Because time is short,
shareholders are encouraged to VOTE THE BLUE PROXY CARD TODAY BY

If you have any questions about how to vote your shares, or need
additional assistance, please contact our proxy solicitors, D.F. King &
Co., Inc. at (877) 361-7966 or MacKenzie Partners, Inc. at (800)

About Procter & Gamble

P&G serves consumers around the world with one of the strongest
portfolios of trusted, quality, leadership brands, including Always®,
Ambi Pur®, Ariel®, Bounty®, Charmin®, Crest®, Dawn®, Downy®, Fairy®,
Febreze®, Gain®, Gillette®, Head & Shoulders®, Lenor®, Olay®, Oral-B®,
Pampers®, Pantene®, SK-II®, Tide®, Vicks®, and Whisper®. The P&G
community includes operations in approximately 70 countries worldwide.
Please visit
for the latest news and information about P&G and its brands.

Forward-Looking Statements

Certain statements in this release or presentation, other than purely
historical information, including estimates, projections, statements
relating to our business plans, objectives, and expected operating
results, and the assumptions upon which those statements are based, are
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995, Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
These forward-looking statements generally are identified by the words
"believe," "project," "expect," "anticipate," "estimate," "intend,"
"strategy," "future," "opportunity," "plan," "may," "should," "will,"
"would," "will be," "will continue," "will likely result," and similar
expressions. Forward-looking statements are based on current
expectations and assumptions, which are subject to risks and
uncertainties that may cause results to differ materially from those
expressed or implied in the forward-looking statements. We undertake no
obligation to update or revise publicly any forward-looking statements,
whether because of new information, future events or otherwise.

Risks and uncertainties to which our forward-looking statements are
subject include, without limitation: (1) the ability to successfully
manage global financial risks, including foreign currency fluctuations,
currency exchange or pricing controls and localized volatility; (2) the
ability to successfully manage local, regional or global economic
volatility, including reduced market growth rates, and to generate
sufficient income and cash flow to allow the Company to affect the
expected share repurchases and dividend payments; (3) the ability to
manage disruptions in credit markets or changes to our credit rating;
(4) the ability to maintain key manufacturing and supply arrangements
(including execution of supply chain optimizations, and sole supplier
and sole manufacturing plant arrangements) and to manage disruption of
business due to factors outside of our control, such as natural
disasters and acts of war or terrorism; (5) the ability to successfully
manage cost fluctuations and pressures, including prices of commodity
and raw materials, and costs of labor, transportation, energy, pension
and healthcare; (6) the ability to stay on the leading edge of
innovation, obtain necessary intellectual property protections and
successfully respond to changing consumer habits and technological
advances attained by, and patents granted to, competitors; (7) the
ability to compete with our local and global competitors in new and
existing sales channels, including by successfully responding to
competitive factors such as prices, promotional incentives and trade
terms for products; (8) the ability to manage and maintain key customer
relationships; (9) the ability to protect our reputation and brand
equity by successfully managing real or perceived issues, including
concerns about safety, quality, ingredients, efficacy or similar matters
that may arise; (10) the ability to successfully manage the financial,
legal, reputational and operational risk associated with third party
relationships, such as our suppliers, distributors, contractors and
external business partners; (11) the ability to rely on and maintain key
company and third party information technology systems, networks and
services, and maintain the security and functionality of such systems,
networks and services and the data contained therein; (12) the ability
to successfully manage uncertainties related to changing political
conditions (including the United Kingdom's decision to leave the
European Union) and potential implications such as exchange rate
fluctuations and market contraction; (13) the ability to successfully
manage regulatory and legal requirements and matters (including, without
limitation, those laws and regulations involving product liability,
intellectual property, antitrust, privacy, tax, environmental, and
accounting and financial reporting) and to resolve pending matters
within current estimates; (14) the ability to manage changes in
applicable tax laws and regulations including maintaining our intended
tax treatment of divestiture transactions; (15) the ability to
successfully manage our ongoing acquisition, divestiture and joint
venture activities, in each case to achieve the Company's overall
business strategy and financial objectives, without impacting the
delivery of base business objectives; and (16) the ability to
successfully achieve productivity improvements and cost savings and
manage ongoing organizational changes, while successfully identifying,
developing and retaining key employees, including in key growth markets
where the availability of skilled or experienced employees may be
limited. For additional information concerning factors that could cause
actual results and events to differ materially from those projected
herein, please refer to our most recent 10-K, 10-Q and 8-K reports.

Important Additional Information and Where to Find It

The Company has filed a definitive proxy statement on Schedule 14A and
form of associated BLUE Proxy Card with the Securities and Exchange
Commission ("SEC") in connection with the solicitation of proxies for
its 2017 Annual Meeting of Shareholders (the "Definitive Proxy
Statement"). The Company, its directors and certain of its executive
officers will be participants in the solicitation of proxies from
shareholders in respect of the 2017 Annual Meeting. Information
regarding the names of the Company's directors and executive officers
and their respective interests in the Company by security holdings or
otherwise is set forth in the Definitive Proxy Statement. Details
concerning the nominees of the Company's Board of Directors for election
at the 2017 Annual Meeting are included in the Definitive Proxy
copy of the Definitive Proxy Statement and other relevant documents that
the Company files with the SEC from the SEC's website at
or the Company's website at
as soon as reasonably practicable after such materials are
electronically filed with, or furnished to, the SEC.


i Tremblant Capital Group Letter to P&G, September 18, 2017.
Letter from a P&G shareholder to the Company, September 27, 2017.
Shareholder requested quotes be attributed anonymously.
WCPO Editorial: "Vote no on Nelson, send him back to Wall Street,"
October 4, 2017. Permission to use quotations neither sought nor
iv ISS Report, September 29, 2017. Permission
to use quotations neither sought nor obtained.

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