Trian to Launch Proxy Fight Against P&G

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Given Procter & Gamble's many challenges, shareholders would be silly to pass on his assistance.

Last Tuesday, in a meeting with several directors and Mr. Peltz, P&G said it wouldn't give him a seat and that it wanted time to prove management could boost results, the people said.

At Bank of New York Mellon, Trian co-founder Ed Garden joined the board in 2014, one of the few activists to join a heavily regulated bank.

In a statement, P&G said: "The Board is confident that the changes being made are producing results, and expresses complete support for the Company's strategy, plans, and management".

P&G CEO David Taylor is struggling to reignite sales growth at the maker of Tide laundry detergent and Pampers diapers as it faces assaults from cheaper rival brands and retailers that are keeping a tighter rein on inventory to defend themselves from online competition.

The timeline of discussions in the filing shows that talks began in February and ended last week when the company's directors told Peltz "that they were also dissatisfied with the Company's performance, but that they felt that Trian's representation on the Board was unnecessary in light of recent initiatives undertaken by the Company".

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P&G seems ready to make a similar case to DuPont's: CEO David Taylor only started in November 2015 and has been moving to turn the enormous organization. The Company's management acknowledges the need to reduce cost and bureaucracy, but it is clear to us that these critical issues have not been sufficiently addressed. And comes when the company already is more than half-way through a nine-year, $10 billion cost-cutting program.

Procter & Gamble's revenue in the fiscal third quarter declined.

The Pelz group and P&G have been discussing strategy for the past five months. Historically, there have been executives who run business units and others who are in control of sales and marketing, which Trian argues clouds who has ultimate responsibility for profits.

Peltz is not seeking a breakup of the company or a new CEO - for now - but says it wants to shake up PG's "slow-moving and insular" culture, according to Trian's SEC filing.

-Sharon Terlep contributed to this article.

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