8-K
PROCTER & GAMBLE Co (PG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 14, 2022 (October 11, 2022)
THE PROCTER & GAMBLE COMPANY
(Exact Name of Registrant as Specified in Its Charter)
| Ohio | 001-00434 | 31-0411980 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
One Procter & Gamble Plaza, Cincinnati, Ohio 45202
(Address of principal executive offices, including zip code)
513-983-1100
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br> <br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock without Par Value | PG | New York Stock Exchange |
| 1.125% Notes due 2023 | PG23A | New York Stock Exchange |
| 0.500% Notes due 2024 | PG24A | New York Stock Exchange |
| 0.625% Notes due 2024 | PG24B | New York Stock Exchange |
| 1.375% Notes due 2025 | PG25 | New York Stock Exchange |
| 0.110% Notes due 2026 | PG26D | New York Stock Exchange |
| 4.875% EUR notes due May 2027 | PG27A | New York Stock Exchange |
| 1.200% Notes due 2028 | PG28 | New York Stock Exchange |
| 1.250% Notes due 2029 | PG29B | New York Stock Exchange |
| 1.800% Notes due 2029 | PG29A | New York Stock Exchange |
| 6.250% GBP notes due January 2030 | PG30 | New York Stock Exchange |
| 0.350% Notes due 2030 | PG30C | New York Stock Exchange |
| 0.230% Notes due 2031 | PG31A | New York Stock Exchange |
| 5.250% GBP notes due January 2033 | PG33 | New York Stock Exchange |
| 1.875% Notes due 2038 | PG38 | New York Stock Exchange |
| 0.900% Notes due 2041 | PG41 | New York Stock Exchange |
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934<br> (§240.12b-2 of this chapter). | ||
| --- | --- | --- |
| Emerging growth company | ☐ | |
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended tramsition period for complying with any new or revised financial accounting<br> standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
|---|
On October 11, 2022, The Procter & Gamble Company (“the Company”), held its 2022 Annual Meeting of Shareholders. Set forth below are the final voting results for each of the proposals submitted to a vote of the shareholders.
Proposal 1 – Election of Directors.
Each of the following nominees was elected to serve a one-year term on the Company’s Board of Directors.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |
|---|---|---|---|---|
| Allen, B. Marc | 1,674,476,711 | 16,718,759 | 6,402,509 | 362,072,426 |
| Braly, Angela F. | 1,538,734,328 | 143,044,332 | 15,819,319 | 362,072,426 |
| Chang, Amy L. | 1,670,017,790 | 22,100,087 | 5,480,102 | 362,072,426 |
| Jimenez, Joseph | 1,632,675,443 | 58,137,143 | 6,785,393 | 362,072,426 |
| Kempczinski, Christopher | 1,671,071,119 | 20,601,125 | 5,925,735 | 362,072,426 |
| Lee, Debra L. | 1,650,991,015 | 40,399,936 | 6,207,028 | 362,072,426 |
| Lundgren, Terry J. | 1,667,548,408 | 23,497,707 | 6,551,864 | 362,072,426 |
| McCarthy, Christine M. | 1,670,104,093 | 20,873,348 | 6,620,538 | 362,072,426 |
| Moeller, Jon R. | 1,531,531,044 | 144,794,516 | 21,272,419 | 362,072,426 |
| Subramaniam, Rajesh | 1,675,978,864 | 13,029,984 | 8,589,131 | 362,072,426 |
| Woertz, Patricia A. | 1,527,549,846 | 163,159,963 | 6,888,170 | 362,072,426 |
Proposal 2- Ratify Appointment of the Independent Registered Public Accounting Firm.
The proposal was approved.
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 1,937,950,661 | 112,131,004 | 9,588,740 | 0 |
Proposal 3 - Advisory Vote to Approve the Company’s Executive Compensation (the “Say on Pay” vote).
The proposal was approved.
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 1,553,196,735 | 131,723,220 | 12,678,024 | 362,072,426 |
The Company is filing this Form 8-K pursuant to Item 5.07, "Submission of Matters to a Vote of Security Holders."
| SIGNATURE<br><br> <br><br><br> <br>Pursuant to the requirements of the Securities Exchange Act of 1934, the<br> Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. |
|---|
THE PROCTER & GAMBLE COMPANY
BY: /s/ Sandra T. Lane
Sandra T. Lane
Assistant Secretary
October 14, 2022