Procter & Gamble shareholder vote on Trian's Peltz turns into nail biter

By Svea Herbst-Bayliss and Siddharth Cavale

REUTERS - Trian Fund Management LP CEO Nelson Peltz's campaign to win a seat on the board of Procter & Gamble Co hung in the balance on Tuesday after a tight shareholder vote in the biggest proxy contest ever fought made the outcome too close to call.

Peltz has called for the maker of Pampers diapers, Gillette razors and Tide laundry detergent to reorganize into three business units: beauty, grooming and healthcare; fabric and home care and baby, feminine and family care.

P&G, led by Chief Executive David Taylor, has countered that management is already working on several operational changes, and that Peltz does not have the relevant experience to be helpful in the process.

"This morning, the proxy solicitors told me that this proxy contest is extremely close and it may or may not be decided today," Peltz said at P&G's shareholder meeting in Cincinnati on Tuesday.

The difference in for and against votes for Peltz's board director nomination is within one percentage point, sources said.

Peltz was widely seen as the favorite to win the contest, because he had the backing of all three top shareholder advisory firms, which recommend how mutual funds should cast their vote, and was only seeking one board seat on P&G's 11-member board.

A loss for Trian would be particularly bruising for Peltz, as P&G sought to turn the shareholder vote on his credentials as a seasoned executive in the consumer sector with board director experience at Kraft Heinz Co and Mondelez International Inc.

"Win or lose, Nelson Peltz has taken the activist campaign to the largest companies, which have previously been able to inoculate themselves from these kind of experiences by spending enough money to keep activists at bay," said Bruce Goldfarb, founder of Okapi Partners, which advises on proxy contests.

Trian, a $14 billion New York-based hedge fund, owns a $3.5 billion stake in the P&G, which also makes Crest toothpaste and Charmin toilet paper.

The two sides collectively spent more than an estimated $100 million on mailings, phone calls and advertisements to woo investors.

Vanguard Group Inc, State Street Global Advisors and BlackRock Inc are P&G's top three shareholders. Individual stock owners, such as retirees and amateur stock pickers, collectively hold about 40 percent of the company's stock, a much higher proportion than at most big companies.

P&G's large retail base is due, in part, to long-running stock-based incentive plans for employees and the attraction of its well-known brand names for "mom and pop" investors. [nL5N1LW4W1]

This is only the third time Trian has waged a proxy contest in its 12-year history. Two years ago it narrowly lost a fight with DuPont, although within a year the company's CEO was out a job and a faster cost cutting was underway.

(Reporting by Svea Herbst-Bayliss in Boston and Siddharth Cavale in Bangalore; Editing by David Gregorio and Susan Thomas)