The filing sets up a proxy fight in which shareholders will be asked to decide whether to add Peltz as a 12 board member, representing Trian Partners, a NY fund that owns more than $3 billion in P&G shares.
Corporate agitator Nelson Peltz is opting for the close shave at Procter & Gamble.
The Trian-P&G battle comes as activist investors, emboldened by years of successful campaigns for changes at corporations across the USA and overseas, use their growing coffers to seek bigger targets. Trian said it was disappointed by the rejection and advised those in attendance it would push ahead with a proxy fight.
TheStreet had expected the move, in part, because last month Peltz had successfully driven another large target, General Electric Co. P&G's proxy filing, disclosed yesterday, shows that Trian's dialogue stretches back to February, when Mr Peltz called David Taylor, P&G's chief executive, to set up a meeting.
It is a notable contrast with Trian's approach at DuPont, where it sought four board seats and urged for a separation of businesses. "They start to lose market share", Peltz tells CNBC.
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". "I like the man". The fight will play out over the run up to the company's annual meeting, which is usually held in October.
"Structural and organizational bureaucracy may be preventing management from identifying and responding to commercial opportunities in a timely manner, hindering product innovation and dampening sales growth", Trian said in the filing.
Trian says that Peltz will nominate the director that he replaces, which would expand the Board to a new total of 12 members.
P&G's current board has six past or current CEOs, including American Express CEO Kenneth Chenault and Hewlett Packard Enterprise CEO Meg Whitman. "Very different culture. Very different people", Peltz said.
It notes that the company's own efforts to accomplish these goals haven't done enough and that new members are needed on the Board.
In a bid to boost profits even as sales remain stagnant, P&G has sold unprofitable brands, including 41 beauty brands to Coty Inc (coty), and focused on core brands such as Tide, Pampers and Gillette.