P&G Says Nelson Peltz Lost Bid for Board Seat -- Update

By David Benoit and Sharon Terlep Features Dow Jones Newswires

Procter & Gamble Co. said it beat Nelson Peltz by 6.15 million votes, only about 0.2% of its shares outstanding, a slim difference that's now headed to a weekslong recount to determine the final outcome of the most-expensive proxy fight in history.

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The consumer giant had announced at its annual meeting in Cincinnati last week that its preliminary tally of votes showed the 11 board nominees were elected. The announcement surprised the activist camp whose own tally seemed too close to call.

The company hadn't released the actual preliminary tally until Monday, when it disclosed in a securities filing that Mr. Peltz received 973 million shares and the P&G director receiving the lowest number of votes, Ernesto Zedillo, won 979.2 million. Mr. Peltz's campaign had sought to replace Mr. Zedillo, the former president of Mexico, though the activist pledged to attempt to add him back if Mr. Peltz won.

Mr. Zedillo got 48.9% of the shares voted at the meeting, while Mr. Peltz received 48.6% of the vote, according to P&G's preliminary tally.

P&G said Monday that it could take several weeks for an independent inspector to confirm the results. "P&G shareholders have spoken," a company spokesman said. "Our focus continues to be on delivering the results shareholders expect of us and we expect of ourselves -- and we're on the right track."

Mr. Peltz's Trian Fund Management said last week it wouldn't concede until an independent arbiter had a chance to certify the votes, a process that now looms. Trian wasn't immediately able to comment Monday on the disclosure.

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Mr. Peltz said last week that, by Trian's count, his side was ahead by 175 million votes on the morning of the shareholder meeting. It was aware some big shares, including the roughly 7.5% that was controlled by employee plans, hadn't yet been counted. "Whether we won or lost, it will be by less than 1%," he said.

P&G executives were subdued in their response immediately after the vote. "The preliminary proxy results is all I had," P&G Chief Executive David Taylor said when asked last week about Trian's contention that he declared victory too soon.

Write to David Benoit at david.benoit@wsj.com and Sharon Terlep at sharon.terlep@wsj.com

(END) Dow Jones Newswires

October 16, 2017 18:14 ET (22:14 GMT)