Additional Proxy Soliciting Materials - Non-management (definitive) (dfan14a)
July 19 2017 - 8:57AM
Edgar (US Regulatory)
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
Check the appropriate box:
Check the appropriate box:
¨
|
Preliminary Proxy Statement
|
¨
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
¨
|
Definitive Proxy Statement
|
¨
|
Definitive Additional Materials
|
þ
|
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)
Payment of Filing Fee (check the appropriate
box):
þ
|
No fee required.
|
|
|
¨
|
Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.
|
|
1)
|
Title of each class of securities to which transaction applies:
|
|
|
|
|
|
|
|
|
|
|
2)
|
Aggregate number of securities to which transaction applies:
|
|
|
|
|
|
|
|
3)
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act
|
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
|
|
|
|
|
|
|
|
4)
|
Proposed maximum aggregate value of transaction:
|
|
|
|
|
|
|
|
|
|
|
5)
|
Total fee paid:
|
|
|
|
|
|
|
|
|
|
¨
|
Fee paid previously with preliminary materials.
|
¨
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify
|
the
filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
|
|
1)
|
Amount Previously Paid:
|
|
|
|
|
|
|
|
|
|
|
2)
|
Form, Schedule or Registration Statement No.:
|
|
|
|
|
|
|
|
|
|
|
3)
|
Filing Party:
|
|
|
|
|
|
|
|
|
|
|
4)
|
Date Filed:
|
In response to numerous inquiries and expressions of
support from shareholders of The Procter & Gamble Company (“P&G”) relating to the involvement of Trian Fund
Management, L.P. (“Trian”) with P&G, representatives of Trian have responded, and may in the future respond, with
the following statement or substantially similar statements from time to time:
Thank you for your message expressing support of
Trian’s nomination of our CEO & Founding Partner, Nelson Peltz, to the Board of Directors of The Procter & Gamble
Company (P&G). As one of P&G’s largest shareholders we are interested in the long-term success of the Company and
are excited about the opportunity to represent the interests of all shareholders in the boardroom. We are confident that Nelson’s
significant expertise and long track record of driving sustainable long-term shareholder value would make him an invaluable addition
to the P&G Board as it seeks to address the challenges facing the Company. We encourage you to learn more about our efforts
at www.RevitalizePG.com. Again, thank you for taking the time to write to us.
Additional Information
Trian Fund Management, L.P. and certain of the
funds and investment vehicles it manages (collectively, “Trian Partners”), together with other Participants, intend
to file with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement and an accompanying proxy
card to be used to solicit proxies in connection with the 2017 annual meeting of shareholders of The Procter & Gamble Company
(the “Company”), including any adjournments or postponements thereof or any special meeting that may be called in lieu
thereof (the “2017 Annual Meeting”). Information relating to the participants in such proxy solicitation (the “Participants”)
has been included in a preliminary proxy statement filed by Trian Partners and the other Participants with the SEC on
July 17, 2017 and in any amendments to that preliminary proxy statement. Shareholders are advised to read the definitive
proxy statement and any other documents related to the solicitation of shareholders of the Company in connection with the 2017
Annual Meeting when they become available because they will contain important information, including additional information relating
to the Participants. When completed and available, Trian Partners’ and the other Participants’ definitive proxy statement
and a form of proxy will be mailed to shareholders of the Company. These materials and other materials filed by Trian Partners
and the other Participants in connection with the solicitation of proxies will be available at no charge at the SEC’s website
at www.sec.gov. The definitive proxy statement (when available) and other relevant documents filed by Trian Partners and the other
Participants with the SEC will also be available, without charge, by directing a request to Trian Partners’ proxy solicitor,
Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, New York 10022 (Shareholders call toll-free: 877-750-8338;
Banks and Brokers call collect: 212-750-5833; or email (Requests for materials only): material@innisfreema.com).
Procter and Gamble (NYSE:PG)
Historical Stock Chart
From Apr 2024 to May 2024
Procter and Gamble (NYSE:PG)
Historical Stock Chart
From May 2023 to May 2024