PROCTER & GAMBLE Co — Proxy Solicitation & Information Statement 2017

Jul 28, 2017

DFAN14A 1 p17-1590dfan14a.htm THE PROCTER & GAMBLE COMPANY

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

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Filed by a Party other than the Registrant þ

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¨	Preliminary Proxy Statement
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¨	Definitive Proxy Statement
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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)

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In response to statements made by the The Procter & Gamble Company (“P&G”) relating to Trian Fund Management, L.P. (“Trian”), Trian issued the following statement to certain media outlets:

Suggesting that Trian directors come with a “shadow management team” is recycled public relations rhetoric. The real issues that must be addressed are P&G’s deteriorating market share and excessive cost and bureaucracy. Today, P&G reported a 2% increase in sales, which represented another quarter of lost market share, along with better margins and earnings. But those increased margins and earnings came as a result of reducing advertising, specifically digital, a tactic we believe will damage the value of the company’s brands if continued in the long term.