Every year, P&G holds an annual shareholder meeting to elect its Board of Directors, vote on other proposals, review recent business results and discuss the outlook for the future. This year, Trian Partners, a New York City-based hedge fund, has nominated Nelson Peltz, its founder, as an opposition candidate to run for a seat on P&G’s Board of Directors. P&G opposes Trian’s nomination and is strongly recommending shareholders to vote FOR ALL 11 P&G Director Nominees on P&G’s Blue Proxy Card at or before the Company’s shareholder meeting, scheduled for 9 a.m. on Tuesday, October 10 at our executive offices in Cincinnati.
Throughout the proxy contest, many P&G shareholders will receive multiple mailings from both P&G and Trian, each containing a proxy card or other voting instructions. Each side will use a different-colored proxy card and ask shareholders to vote their card at or before the company’s shareholder meeting. In our case, P&G is using the Blue Proxy Card, while Trian is using the white proxy card. Importantly, only the last dated proxy card that shareholders properly execute and return by online, mail or telephone will be counted.
This FAQ is intended to help address shareholder questions regarding this process.
Who should I vote for?
Why should I support P&G?
Why should I not vote for Nelson Peltz to join our Board of Directors?
Why do we think our Board is the right one to continue to lead us through the changes we need to make?
Mr. Peltz has been a Director at other large companies, so why not add him to the P&G Board?
What happens if Mr. Peltz does not get on P&G’s Board?
When should shareholders receive their proxy materials?
How do I vote by proxy?
If you want to vote for the Company’s nominees, most shareholders can vote by proxy in three ways:
If you sign your Blue Proxy Card but do not specify how you want your shares to be voted, they will be voted as the Board recommends. More detailed information on how to vote can be found here.
When is the cut-off for voting my proxy?
If you hold your shares in registered form, your vote(s) must be received before the polls close at the annual meeting which begins at 9 a.m. Eastern Daylight Time on Tuesday, October 10.
If you hold your shares through a bank or brokerage firm, your vote(s) should be received at your bank or brokerage firm no later than 11:59 p.m. (Eastern Daylight Time) on Monday, October 9.
If you hold shares through any of the Company Plans, your vote(s) must be received no later than 11:59 p.m. (Eastern Daylight Time) on Wednesday, October 4.
Why have I received more than one proxy card?
Should I vote again when I get duplicate mailings?
Did you receive my vote? I received more proxy cards, therefore you must not have received my vote?
I received a message that my control number is invalid.
I have multiple Blue and White cards. What should I do?
The voting instruction form card I received has a Blue side and a White side. Is this the Blue card or the white card?
What should I do with the white proxy card?
The P&G Board of Directors recommends you simply disregard the white Trian proxy card. Please do not return the white proxy card, even as form of protest against Trian and/or Nelson Peltz.
If you have previously signed a white proxy card sent to you by Trian, you may change your vote at any time and revoke your prior proxy by signing and dating the Blue Proxy Card and returning it in the postage-paid envelope you received or by voting via the Internet or by telephone by following the instructions on the Blue Proxy Card.
How did Trian get my name and address?
Can a vote be changed or revoked after a proxy card is returned?
Yes. You have every proper and legal right to change or revoke your proxy at any time before it is exercised at the annual meeting by Internet, telephone, or mail or by attending the annual meeting and voting in person (with certain exceptions as noted in the next question).
If you have previously signed a white proxy card sent to you by Trian, you may change your vote and revoke your prior proxy by signing and dating the Blue Proxy Card and returning it in the postage-paid envelope you received or by voting via the Internet or by telephone by following the instructions on the Blue Proxy Card.
Submitting a white Trian proxy card - even if you withhold your vote on Nelson Peltz, the Trian nominee - will revoke any vote you previously made via the P&G Blue Proxy Card. If you wish to vote pursuant to the recommendation of the P&G Board, you should disregard any proxy card that you receive that is not a BLUE proxy card and not return any white proxy card that you may receive from Trian.
It is important to note that only the latest dated vote will count at the annual meeting.
Is there a way to opt out of future mailings once I’ve voted?
Can I vote in person at the annual meeting instead of voting by proxy?
If shares are held in a P&G Employee Plan, they cannot be voted at the annual meeting. These shares must be voted by 11:59 p.m. (Eastern Time) on October 4.
If shares are held through a bank or broker, a shareholder must request a “legal proxy” from their custodian in order to vote at the annual meeting.
What are the voting procedures and what vote is required for approval of proposals?
Election of Directors—If Trian proceeds with its alternative nomination, the number of Director nominees will be 12, which exceeds the number of Directors to be elected. As provided in the Company’s Amended Articles of Incorporation, in such a situation, the 11 nominees who receive the greatest number of votes cast will be elected.
Proposals 2 through 7 require the affirmative vote of a majority of shares participating in the voting on each proposal for approval.
Proposal 8 requires the affirmative vote of a majority of the outstanding shares entitled to vote on this proposal at the 2017 Annual Meeting.
Will my control number be the same for all of my accounts? Will it be the same for P&G’s and Trian’s materials?
What is the difference between a “shareholder of record” and a “beneficial shareholder” of shares held in street name?
You are the “shareholder of record” for any P&G shares that you own directly in your name or in an account with P&G’s stock transfer agent Wells Fargo Shareowner Services. Many US employees hold DSPP shares this way with Wells Fargo.
You are a “beneficial shareholder” of shares held in street name if your P&G shares are held in an account with a broker, bank, or other nominee as custodian on your behalf. The broker, bank, or other nominee is considered the shareholder of record of these shares. As the beneficial owner, you have the right to instruct the broker, bank, or other nominee on how to vote your P&G shares. If you do not send back a vote by mail or internet or telephone, your shares will not be voted.
Can I attend the annual meeting in person if I have already voted?
P&G’s annual shareholder meeting will take place on Tuesday, October 10, 2017 at 9:00 a.m. Eastern Daylight Time at The Procter & Gamble Company General Offices, 1 Procter & Gamble Plaza, Cincinnati, Ohio 45202. If you plan to attend the meeting, you must be a shareholder of The Procter & Gamble Company as of August 11, 2017, the record date.
Photo identification will be required for entrance to the meeting. You should also bring the following evidence that you are a shareholder of record:
If you are a registered holder, you can bring a copy of your proxy card; or
If you hold through a bank or brokerage firm, you must bring a copy of either your Voting Instruction Form or a copy of your brokerage statement as evidence of your stock ownership as of the record date.
You must bring such evidence with you in order to be admitted to the meeting. If you are acting as a proxy, we will need to review a valid written legal proxy signed by the owner of the common stock granting you the required authority to vote the owner’s shares.
Can I listen to the annual meeting on-line?
What is the financial value to me of a stock split?
A stock split does not change the financial value of your stock holding. It is similar to holding a $100 bill or two $50 bills. A stock split increases the number of the corporation’s outstanding shares by dividing each share, which in turn divides its price in the same proportion. The stock’s market capitalization does not change, just like the value of the $100 bill does not change if it is exchanged for two $50s.
What would trigger P&G to do a stock split?
Historically, P&G has executed a stock split when the stock has traded well above $100 for a sustained period of time. The Board of Directors decides when to execute stock splits.
Do all companies execute a stock split when their stock trades well above $100 for a sustained period of time?
No. There are several companies that trade well above $100. (8/29/2017 closing prices)
Within our U.S. Competitive Peers, Clorox (CLX), Johnson & Johnson (JNJ) and Kimberly Clark (KMB) have all traded above $100 for an extended period of time – 12 to 36 months. These companies have not executed a stock split since before 2002. Below is a chart of their last stock split, current stock price and length of time trading above $100.
|Last Stock Split||Stock Price (08/29/17 close)||Months trading above $100|
|Procter & Gamble (PG)||2:1 Split on 6/21/2004||$92.32|
|Johnson & Johnson (JNJ)||2:1 Split on 6/13/2001||$132.21||>12 months|
|Clorox (CLX)||2:1 Split on 8/24/1999||$137.37||>30 months|
|Kimberly-Clark (KMB)||2:1 Split on 4/3/1997||$122.38||>36 months|
Would a P&G stock split make it more affordable to purchase P&G stock?
No, you are allowed to purchase partial shares of P&G stock. You can invest any sum of money you want into P&G and will receive the number of full or partial shares equal to your investment. Depending on how you purchase the stock, there may be minimum purchase thresholds for those programs.
Why do I have shares of Preferred Series B?
Can I sell my Preferred Series B shares and get the cash?
What if I am not enrolled in the P&G Retiree Health Plan?
What can I do if I have further questions?
Online Voting Is Quick And Easy To Use
Find your unique control number in the box located next to the arrow () on your blue proxy or blue notice card.