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".
P&G's sales growth has been lackluster amid a sluggish global economy, pricing pressure and competition from well-funded startups.
On July 11, Peltz proposed he be given one seat on the board.
In reiterating its Hold rating on the shares, DB says PG "has missed a number of big industry changes over the last several years, notably share losses in USA men's shaving and China broadly, but we believe management is now more focused than ever to bring superior innovation to the market to drive share gains".
Since Mr. Taylor took over in November 2015, P&G has moved to restructure management responsibilities, bring in outside talent, drop brands and cut some $10 billion in annual expenses by 2021. 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.
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Trian said P&G's previous cost-cutting measures have not been successful, citing a $10 billion cost-cutting program launched in 2012 that has "had no discernible impact on profits or sales growth". Trian got no seats, but the chief executive was out five months later, and DuPont announced a merger with Dow Chemical that would lead to a breakup.
Mr. Peltz may not have all the answers to Procter & Gamble's troubles, but a fresh look on the board is warranted.
The activist is focused on the structure of P&G's leadership. P&G rejected naming Mr. Peltz to the board and said in a statement it "is confident that the changes being made are producing results".
"P&G has evolved to a culture that is extremely risk averse", Meyer said. It is not advocating for the break-up of P&G, the replacement of the CEO David S. Taylor, the replacement of any directors, taking on excessive leverage, cutting pension benefits, or suggesting that R&D, marketing, or capex be reduced. Trian, whose plans were reported earlier by the Wall Street Journal, said Monday it still hopes it can avoid a proxy fight.