Nelson Peltz claims victory, but he might never claim a Procter & Gamble board seat

WCPOPublished: November 16, 2017
Published: November 16, 2017

The votes have been counted twice now, but plenty of questions must still be answered before anyone can say for sure if Nelson Peltz will join Procter & Gamble Co.'s board. "It'll be another three to four weeks at least," said P&G spokesman Damon Jones. "Our goal is to make sure that every vote is counted and that every vote is counted accurately. If that's the case, we will respect the will of the shareholders." A Delaware-based inspector of elections announced Wednesday that Peltz, a New York –based hedge fund manager, won a seat on the P&G board by the slimmest of margins: Less than 43,000 shares out of 2.67 billion shares voted. Peltz declared victory and urged P&G not to challenge the results. P&G said it will not concede defeat until it's sure no mistakes were made. "You know, 43,000 is not a lot of votes," Jones said. "There are many individual shareholders that have that many shares, so if one shareholder switches, we could have a very different result." The company announced last month that its preliminary vote tally showed Peltz was 6 million votes shy of gaining a board seat. Jones said that was an estimate based on the number of blue proxies its solicitors collected, the total number of shareholders who told proxy firms they weren't voting and the total number of P&G shares outstanding. Proxies work like just like election ballots, except the number of shares owned by a proxy holder is the number of votes counted in board elections. Each side in a proxy contest collects their own proxies and turns them over to an independent firm for counting. So, P&G knew its own totals when it announced preliminary results last month, but didn't know until the IVS announcement how many white proxies Trian Partners collected. Trian had the same problem. In fact, Peltz told reporters at P&G's annual meeting that he held a commanding lead when the meeting began. "This morning at 9:03 precisely we were up by 175 million shares," he said. Now that all votes are counted and the margin is razor thin, it's worth exploring whether a single shareholder voted against P&G but later changed his mind and sent back a blue proxy that wasn't counted. By rule, the last proxy received is the ballot that's counted. Were there any ballots signed by one spouse, but not the other? Those could be deemed invalid. "We're going to in and look at the data on the paper ballots, the electronic data. We'll look at every class of share. We want to reconcile what information we had, based on what our proxy solicitors told us, and what IVS is reporting," Jones said.

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