PROCTER & GAMBLE Co — Proxy Solicitation & Information Statement 2017

Jul 17, 2017

DFAN14A 1 p17-1518dfan14.htm TRIAN FUND MANAGEMENT, L.P.

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant ¨

Filed by a Party other than the Registrant þ

Check the appropriate box:

¨	Preliminary Proxy Statement
¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨	Definitive Proxy Statement
¨	Definitive Additional Materials
þ	Soliciting Material Under Rule 14a-12

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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On July 17, 2017, Trian Fund Management, L.P. (“ Trian ”) launched a website (www.RevitalizePG.com) containing various soliciting materials (the “ Website ”). Copies of the materials posted to the Website are filed herewith as Exhibit 1 .

Also on July 17, 2017, Trian issued the following online advertisements:

Advertisement 1

Revitalize P&G – Trian Can Help

www.RevitalizePG.com

Let's build sustainable long-term shareholder value – together. Learn more.

Advertisement 2

Trian Can Help Revitalize P&G – Committed to Value Creation

www.RevitalizePG.com

Elect Nelson Peltz to the P&G Board as a representative for all shareholders.