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): April 11, 2023
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)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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 | NYSE |
| 1.125% Notes due 2023 | PG23A | NYSE |
| 0.500% Notes due 2024 | PG24A | NYSE |
| 0.625% Notes due 2024 | PG24B | NYSE |
| 1.375% Notes due 2025 | PG25 | NYSE |
| 0.110% Notes due 2026 | PG26D | NYSE |
| 4.875% EUR notes due May 2027 | PG27A | NYSE |
| 1.200% Notes due 2028 | PG28 | NYSE |
| 1.250% Notes due 2029 | PG29B | NYSE |
| 1.800% Notes due 2029 | PG29A | NYSE |
| 6.250% GBP notes due January 2030 | PG30 | NYSE |
| 0.350% Notes due 2030 | PG30C | NYSE |
| 0.230% Notes due 2031 | PG31A | NYSE |
| 5.250% GBP notes due January 2033 | PG33 | NYSE |
| 1.875% Notes due 2038 | PG38 | NYSE |
| 0.900% Notes due 2041 | PG41 | NYSE |
| 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<br> Act of 1934 (§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<br> accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On April 11, 2023, the Board of Directors of The Procter & Gamble Company (the “Company”) appointed Sheila Bonini, Senior Vice President – Private Sector Engagement for World Wildlife Fund, Inc., and Robert Portman, former United States Senator, as Directors of the Company, effective April 11, 2023.
Ms. Bonini will serve on the Governance & Public Responsibility and Innovation & Technology Committees. Mr. Portman will serve on the Audit and Governance & Public Responsibility Committees.
The Board has determined that Ms. Bonini and Mr. Portman are each independent under the NYSE listing standards and the Company’s Independence Guidelines. Ms. Bonini and Mr. Portman will each receive the same compensation as the other non-employee members of the Board of Directors. The Company’s Director compensation program is described in the Company’s definitive proxy statement dated August 26, 2022.
In connection with the appointment of Ms. Bonini, the Board of Directors reviewed and approved the Company’s continued financial contributions to the World Wildlife Fund, Inc. (“WWF-US”) under the Company’s Related Person Transactions Policy. By virtue of her role at WWF-US, prior to her appointment as a Director, Ms. Bonini was involved in the discussion of the Company’s contributions to and partnership with WWF-US in support of various sustainability efforts and programs, although Ms. Bonini did not receive special benefits from the Company’s contributions. The Company has worked with and contributed to WWF-US since 2013. In its current fiscal year, the Company expects to contribute a total of approximately $550,000 to WWF-US under several partnership agreements. Upon her appointment as a Director of the Company, Ms. Bonini is no longer involved in and no longer has direct or indirect responsibility for WWF-US’s relationship with the Company, and she will not be involved in the negotiation of any future partnership terms or payments for as long as she remains a Director. In approving the Company’s continued contributions and partnership, the Board considered the Company’s long-standing support of WWF-US, the significant value to the Company of external partnerships with organizations focused on sustainability efforts, and the fact that, going forward, Ms. Bonini would not be involved in the Company’s financial relationship with WWF-US. Ultimately, the Board concluded that the partnership contributions were not inconsistent with the best interests of the Company as a whole.
The Company is filing the information under this item pursuant to Item 5.02(d), “Election of Directors.”
ITEM 7.01 REGULATION FD DISCLOSURE
The Company issued a news release on April 11, 2023, announcing the appointments of Ms. Bonini and Mr. Portman. A copy of this news release is furnished as Exhibit 99.1.
The Company is furnishing the information under this item, including Exhibit 99.1, pursuant to Item 7.01, “Regulation FD Disclosure.”
| ITEM 9.01 FINANCIAL STATEMENTS AND<br> EXHIBITS |
|---|
(d) Exhibits
| Exhibit Number | Description |
|---|---|
| 99.1 | Director News Release by The Procter & Gamble Company dated April 11, 2023. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| SIGNATURE<br><br> <br><br><br> <br>Pursuant to the requirements of the Securities Exchange Act of<br> 1934, the 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 | |
| April 11, 2023 |
INDEX TO EXHIBIT(S)
| Exhibit Number | Description |
|---|---|
| 99.1 | Director News Release by The Procter & Gamble Company dated April 11, 2023. |
| News Release | The Procter & Gamble Company |
|---|---|
| One P&G Plaza | |
| Cincinnati, OH 45202 |
P&G APPOINTS SHEILA BONINI AND ROB PORTMAN TO BOARD OF DIRECTORS
Appointments Deepen Board Expertise in Environmental Sustainability, Regulatory Affairs, Global Trade
| CINCINNATI, April 11, 2023 – The Procter & Gamble Company (NYSE:PG) today announced that its Board of Directors has appointed Sheila Bonini, Senior<br> Vice President of the World Wildlife Fund, and Rob Portman, former U.S. Senator, Congressman and United States Trade Representative, to the Company’s Board of Directors. The appointments are effective immediately.<br><br> <br><br><br> <br>Ms. Bonini currently leads Private Sector Engagement for the World Wildlife Fund (WWF), one of the world’s leading global conservation organizations, a<br> role she’s had since 2016. In this capacity, she has partnered with more than 100 organizations to integrate business strategy and consumer engagement to help sustainably address pressing issues at the intersection of nature, people and<br> climate, collaborating across industry, governments, NGOs and academia. Prior to WWF, she served as CEO of The Sustainability Consortium, a global non-profit organization transforming the consumer goods industry to deliver more sustainable<br> consumer products, and as a senior advisor in McKinsey’s Sustainability and Resource Productivity Practice.<br><br> <br><br><br> <br>Senator Portman’s public service career spans three decades and includes service in two presidential administrations, two terms in the United States<br> Senate, and six terms in the United States House of Representatives. A lawyer by trade, he also served as Associate Counsel to the President, Director of The White House Office of Legislative Affairs, and two cabinet level roles, Director of<br> the Office of Management and Budget and United States Trade Representative. Recognized for his commitment to bipartisan solutions, Senator Portman had more than 200 bills signed into law by Presidents Biden, Trump and Obama during his tenure<br> in the Senate and has played a key role in U.S. foreign policy, workforce development, infrastructure, conservation, and international tax policy.<br><br> <br><br><br> <br>“Sheila and Rob bring meaningful expertise, experience and acumen that further strengthen the capability of our Board to help us effectively navigate<br> opportunities to better serve consumers, communities and stakeholders in an increasingly complex macroeconomic environment,” said Jon Moeller, P&G’s Chairman of the Board, President and Chief Executive Officer.<br><br> <br><br><br> <br>“Sheila is an expert, innovator and thought leader across the public and private sectors. The diversity of her global expertise across international<br> business, supply chain, research and regulatory affairs will further strengthen our ability to innovate and serve consumers with superior and more sustainable solutions,” Moeller added. |
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| “Rob’s track record of partnership and collaboration, depth of knowledge across business, fiscal and trade issues, and solutions-forward approach to<br> domestic and international policy, equip him to be an excellent advisor as we navigate the complexities of our global business,” Moeller added. |
| Ms. Bonini holds a bachelor’s degree from Harvard University and a master’s degree in business administration from The Stanford University Graduate School of<br> Business. Mr. Portman holds a bachelor’s degree from Dartmouth College and a law degree from the University of Michigan Law School. |
| About Procter & Gamble<br><br> <br><br><br> <br>P&G serves consumers around the world with one of the strongest portfolios of trusted, quality, leadership brands, including Always®, Ambi Pur®,<br> Ariel®, Bounty®, Charmin®, Crest®, Dawn®, Downy®, Fairy®, Febreze®, Gain®, Gillette®, Head & Shoulders®, Lenor®, Olay®, Oral-B®, Pampers®, Pantene®, SK-II®, Tide®, Vicks®, and Whisper®. The P&G community includes operations in<br> approximately 70 countries worldwide. Please visit https://www.pg.com for the latest news and information about P&G and its brands. For other P&G news, visit us at https://www.pg.com/news. |
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| P&G Media Contacts:<br><br> <br>Erica Noble<br><br> <br>noble.ec@pg.com<br><br> <br><br><br> <br>Jennifer Corso<br><br> <br>corso.jj@pg.com |
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Category: PG-IR