☐	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))

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.”

 

 

SIGNATURE   Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.