All 11 of P&G’s Highly Qualified Directors
Elected
Board Also Appoints Nelson Peltz and Joseph
Jimenez as Directors
The Procter & Gamble Company (NYSE:PG) today issued an open
letter to shareholders announcing certified results of its 2017
Annual Meeting of Shareholders, including Director elections and
actions the Board is taking based on shareholder input. The full
text of the letter follows:
Dear Fellow Shareholders,
The P&G Board and Management team appreciate shareholder
participation and input during the P&G proxy contest. Most
important, the Board heard that there is broad shareholder support
for P&G’s strategies – a stronger and more focused portfolio,
significantly improved productivity, a simpler and more accountable
organization, and raising the bar on superiority. At the same time,
shareholders indicated that P&G needs to move faster to deliver
improved results, which the Board and Management team are committed
to doing.
We also appreciate shareholder patience, as it took some time
for the nearly two billion shareholder votes to be counted. A
significant number of votes were submitted through paper ballots
given P&G’s large retail shareholder base, requiring a
substantial part of the vote to be counted manually by IVS, the
Independent Inspector of Elections. Following the review process, a
final certified count has been issued by IVS.
Based on the certified count, shareholders have elected all 11
of P&G’s highly qualified Directors to the Board: Francis
Blake, Angela Braly, Amy Chang, Kenneth Chenault, Scott Cook, Terry
Lundgren, W. James McNerney, David Taylor, Margaret Whitman,
Patricia Woertz, and Ernesto Zedillo. Under this certified count,
the results between Ernesto Zedillo and Nelson Peltz were extremely
close, with Mr. Peltz receiving almost 50% of shares voted.
Because the election results were so close, and because a large
number of shareholders voted for Nelson Peltz to be a Director, the
Board has engaged in numerous discussions with Mr. Peltz regarding
a Board seat. That has included constructive engagements to get
more closely aligned on strategic choices to transform P&G and
deliver better results. For example, we agree that we are NOT
predisposed to taking on excessive leverage, or substantially
reducing R&D spending, or advocating for a break-up of the
Company, or moving the Company out of Cincinnati. As a result, we
have committed to work together with Mr. Peltz for the best
interests of all shareholders, and the Board has appointed Nelson
Peltz as a P&G Director, effective March 1, 2018. We look
forward to his contributions as a member of P&G’s Board.
Throughout the proxy contest, the Board also listened to
important shareholder input about the need to refresh the Board’s
composition. Based on that input, a search has been conducted for a
Director with extensive experience in consumer products, health
care, and international business. As a result, the Board has
appointed Joseph Jimenez, Chief Executive Officer of Novartis, as a
P&G Director, effective March 1, 2018. We will deeply benefit
from Joe’s experience, expertise and leadership as we continue to
transform P&G.
In addition, the Board heard shareholder views about the need to
strengthen executive compensation practices. Based on that input,
the Board’s Compensation & Leadership Development Committee has
approved modifications to its Performance Stock Program to include
relative sales growth metrics and a Total Shareholder Return
modifier to ensure awards reflect performance versus external
competitive benchmarks. The changes will be implemented in fiscal
2018/19, with additional modifications still under review.
We are confident in P&G’s strategy and plans for the future.
We are on track for improved results this fiscal year. We thank you
again for your investment, your support, and for your important
input. We will continue to move forward to accelerate momentum and
deliver results for P&G shareholders.
On behalf of your Board of Directors,
David S. TaylorChairman of the Board, President and Chief
Executive Officer
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
http://www.pg.com for the latest news and information about P&G
and its brands.
Forward-Looking Statements
Certain statements in this release, 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 commodities 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.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20171215005843/en/
P&G Media Contact:Damon Jones,
513-983-0190jones.dd@pg.comorP&G Investor Relations
Contact:John Chevalier, 513-983-9974chevalier.jt@pg.com
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