DFAN14A 1 p17-1888dfan14a.htm PROCTER & GAMBLE CO.

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

 

 

Filed by the Registrant ¨

 

Filed by a Party other than the Registrant þ

 

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¨ Preliminary Proxy Statement
¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨ Definitive Proxy Statement
þ Definitive Additional Materials
¨ Soliciting Material Under Rule 14a-12

 

The Procter & Gamble Company

(Name of Registrant as Specified in Its Charter)

 

Trian Fund Management, L.P.

Trian Fund Management GP, LLC

Trian Partners, L.P.

Trian Partners Co-Investment Opportunities Fund, Ltd.

Trian Partners Master Fund, L.P.

Trian Partners Parallel Fund I, L.P.

Trian Partners Master Fund (ERISA), L.P.

Trian Partners Strategic Investment Fund-A, L.P.

Trian Partners Strategic Co-Investment Fund-A, L.P.

Trian Partners Strategic Investment Fund-D, L.P.

Trian SPV (Sub) XII L.P.

Trian Partners Fund (Sub)-G, L.P.

Trian Partners Strategic Fund-G II, L.P.

Trian Partners Strategic Fund-G III, L.P.

Trian Partners Strategic Investment Fund-N, L.P.

Trian Partners Strategic Fund-K, L.P.

Trian Partners Strategic Fund-C, Ltd.

Nelson Peltz

Peter W. May

Edward P. Garden

Clayton C. Daley, Jr.

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 
 

 

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From time to time, Trian Fund Management, L.P. may provide the following information related to The Procter & Gamble Company to certain media outlets:

 
 

Source: Capital IQ, SEC filings. “TSR” defined as total shareholder return (stock price performance plus dividends). Core EPS figures shown above are as originally reported by P&G.

(1)Indexed TSR from November 1, 2014, one year prior to Mr. Taylor becoming the CEO, through November 1, 2015 when Mr. Taylor became CEO. Peers indexed TSR performance measured as a simple average of Beiersdorf, Church & Dwight, Clorox, Colgate-Palmolive, Edgewell Personal Care, Henkel, Kimberly-Clark, L’Oreal, Reckitt Benckiser and Unilever. We believe this peer group is relevant because each is domiciled in the United States or Europe, has a significant market capitalization and generates a significant portion of its sales in categories in which P&G competes.
(2)Indexed TSR performance from November 1, 2015 through June 15, 2017, one day prior to rumors surfacing of Trian seeking a Board seat.
(3)2-year cumulative market share performance as reported in P&G’s Form 10-K filings. We believe that the last two fiscal years are the most relevant time frame to measure market share performance during Mr. Taylor’s tenure as CEO.