8-K
PROCTER & GAMBLE Co (PG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 14, 2022 (April 12, 2022)
THE PROCTER & GAMBLE COMPANY
(Exact Name of Registrant as Specified in 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, and 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 (see General Instruction A.2. below):
| ☐ | Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communication 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 Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock without Par Value | PG | New York Stock Exchange |
| 2.000% Notes due 2022 | PG22B | 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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On April 14, 2022, The Procter & Gamble Company (the "Company") announced that David S. Taylor, Executive Chairman of the Board, will retire from the Company, effective June 30, 2022. The Company also announced that Jon R. Moeller, currently President and Chief Executive Officer and a member of the Board of Directors (“the Board”), has been appointed Chairman of the Board, in addition to his current responsibilities, effective July 1, 2022, to serve at the pleasure of the Board.
In addition, the non-employee Directors of the Board reappointed Joseph Jimenez as the Board’s independent Lead Director.
The Company is filing the information under this item pursuant to Item 5.02, "Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers."
ITEM 7.01 REGULATION FD DISCLOSURE
The Company issued a news release on April 14, 2022, announcing Mr. Taylor’s retirement and Mr. Moeller’s appointment. 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 EXHIBITS |
|---|
(d) Exhibits
| Exhibit Number | Description |
|---|---|
| 99.1 | News Release by The Procter & Gamble Company dated April 14, 2022. |
| 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 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
April 14, 2022
INDEX TO EXHIBIT(S)
| Exhibit Number | Description |
|---|---|
| 99.1 | News Release by The Procter & Gamble Company dated April 14, 2022. |
News Release
The Procter & Gamble Company
One P&G Plaza
Cincinnati, OH 45202
JON MOELLER APPOINTED CHAIRMAN OF P&G BOARD OF DIRECTORS
Executive Chairman David Taylor to Retire
CINCINNATI, April 14, 2022 – The Procter & Gamble Company (NYSE:PG) today announced that Jon R. Moeller has been appointed Chairman of the Board, effective July 1, 2022. Moeller assumes the position in addition to his role as President and Chief Executive Officer following the retirement of current Executive Chairman David Taylor.
“I want to recognize and thank David for his leadership of P&G over the last seven years as well as for his 40-plus years of service to the company,” said Mr. Moeller. “We have much to thank him for. Among other things, David committed P&G to achieve balanced top and bottom-line growth, completed the restructuring of our portfolio, and led our most important organization change in decades. We are well-positioned to continue to serve consumers around the world with noticeably superior offerings that improve their lives.”
In addition to Moeller’s appointment, the Board of Directors reappointed Joseph Jimenez as Lead Director of the Board.
Taylor served as CEO from 2015 to 2021. As Executive Chairman, Taylor led the Board of Directors and provided advice and counsel to the CEO and P&G’s leadership on company decisions.
Moeller joined P&G in 1988. Prior to becoming CEO in 2021, he had been an integral part of P&G's leadership team for well over two decades. Moeller was P&G’s Chief Operating Officer, with profit/loss responsibility for P&G’s Enterprise Markets (Latin America, India, Middle East, Africa, Southeast Asia and Eastern Europe). He also led the company’s Investor Relations, Information Technology, Global Business Services, Sales, Market Operations, Purchasing, Manufacturing, and Distribution efforts. Before COO, he held the role of P&G’s Chief Financial Officer for more than 12 years.
About Procter & Gamble
P&G serves consumers around the world with one of the strongest portfolios of trusted, quality, leadership brands, including Always®, Ambi Pur®, 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 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.
# # #
P&G Media Contact:
Damon Jones
+1-513.983.0190
jones.dd@pg.com
P&G Investor Relations Contact:
John Chevalier
+1-513.983.9974