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P&G director Meg Whitman says it isn't 'the right time' to add Peltz to board

  • Procter & Gamble CEO David Taylor, CFO Jon Moeller and board member Meg Whitman reiterated their case that P&G is already on a transformation journey.
  • They told shareholders adding Peltz to the board would derail the progress.
  • Trian Fund Management is vying for a board seat for Nelson Peltz.
  • Shareholders will vote next week at P&G's annual meeting.

With one week left until shareholders vote whether to add activist investor Nelson Peltz to Procter & Gamble's board, the company sought to assure shareholders it was already on the right path.

Procter & Gamble CEO David Taylor, CFO Jon Moeller and board member Meg Whitman addressed shareholders' questions about Trian Fund's campaign to get CEO and founding partner Nelson Peltz a seat on P&G's board. Investors were asked to email questions before the webcast on Tuesday.

Peltz's hedge fund Trian Partners disclosed a $3.5 billion stake in P&G in February. It nominated Peltz to P&G's board in July. Taylor has argued P&G is already transforming itself.

The executives reiterated their case that adding Peltz to the board would derail progress. Taylor disputed the idea that some have floated of why not add Peltz, since he would only have one board seat.

"To have him come in and say, 'Because I've taken a position in your company, this is my business model,' we don't think that ought to be the right criteria," Taylor said. "And we don't think 'why not' is the right governance standard. We'll listen to him, I respect him, but I also believe it's not the right time, and he's not the right person for P&G's board today."

Trian did not immediately respond to CNBC's request for comment.

Peltz has said his experience with food companies such as Mondelez and Heinz qualify him to work with P&G, a consumer giant that produces such products as Pampers diapers, Gillette razors and Tide laundry detergent. P&G has argued food is different from household goods.

Whitman, CEO of Hewlett Packard Enterprise, told shareholders P&G is not anti-activist investor. She noted that some of P&G's board members have experience with activists, including herself.

"It's not about activists," she said. "It's about the right board member at the right time."

The webcast was P&G's latest attempt to persuade shareholders against adding billionaire investor Peltz to the board. Peltz and P&G's Taylor have fought a war of words for months ahead of the largest proxy vote in history.

Peltz has portrayed an aging company whose innovation has lagged and whose brands have fallen out of favor with consumers. Meanwhile, Taylor has countered that the company is on the right track to transforming itself.

All three proxy solicitors, Egan-Jones, Glass Lewis and Institutional Shareholder Services, have recommended adding Peltz to the board. Earlier Tuesday, former CEO A.G. Lafley defended his former employer in a letter titled, "This is too important...I'm taking the gloves off."

Peltz published a 94-page white paper last month highlighting that P&G's returns to shareholders have fallen short. The paper said P&G's "suffocating bureaucracy" drags on business and the company suffers from a lack of innovation.

Later that month, P&G countered, releasing a report claiming it was on the right track and adding Peltz to the board would derail the company. The presentation includes a section dedicated to analyzing Peltz's prior activist campaigns.

The fight will end next week when shareholders vote at P&G's annual meeting in Cincinnati.