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 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<br> 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 7.01 REGULATION FD DISCLOSURE
On October 11, 2022, The Procter & Gamble Company (the “Company”) issued a news release announcing that, according to preliminary voting results, Rajesh Subramaniam, President and Chief Executive Officer of FedEx Corporation, and the Company’s ten incumbent Director nominees were elected to the Company’s Board of Directors at the Annual Meeting of Shareholders.
In addition, the Company announced that its Board of Directors declared a quarterly dividend of $0.9133 per share on the Common Stock and on the Series A and Series B ESOP Convertible Class A Preferred Stock of the Company, payable on or after November 15, 2022, to Common Stock shareholders of record at the close of business on October 21, 2022, and to Series A and Series B ESOP Convertible Class A Preferred Stock shareholders of record at the start of business on October 21, 2022.
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 October 11, 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
October 11, 2022
INDEX TO EXHIBIT(S)
| Exhibit Number | Description |
|---|---|
| 99.1 | News Release by The Procter & Gamble Company dated October 11, 2022. |
| News Release | The Procter & Gamble Company |
|---|---|
| One P&G Plaza | |
| Cincinnati, OH 45202 | |
| P&G SHAREHOLDERS ELECT ALL 11 P&G DIRECTORS; BOARD DECLARES QUARTERLY DIVIDEND AT 2022 ANNUAL MEETING | |
| --- | |
| Rajesh Subramaniam, President and Chief Executive Officer of FedEx Corporation, Newly Elected to P&G Board of Directors |
CINCINNATI, October 11, 2022 – The Procter & Gamble Company (NYSE:PG) today announced that at its 2022 Annual Meeting of Shareholders, Rajesh Subramaniam, President and Chief Executive Officer of FedEx Corporation, was newly elected to its Board of Directors, effective immediately. P&G shareholders elected all 11 P&G Director nominees, including Mr. Subramaniam and 10 incumbent Directors, with each receiving more than 90 percent support according to preliminary voting results. P&G’s Board is comprised of eminently qualified individuals who bring seasoned judgment and a variety of skills and experiences with them into the boardroom. The elected Directors are also demographically diverse—45 percent women and 45 percent multicultural—with a mix of tenure, age, and industry experience. P&G’s Board of Directors is made up of the following individuals:
B. Marc Allen
Angela F. Braly
Amy L. Chang
Joseph Jimenez
Christopher Kempczinski
Debra L. Lee
Terry J. Lundgren
Christine M. McCarthy
Jon Moeller
Rajesh Subramaniam
Patricia A. Woertz
P&G’s newest Board member Rajesh Subramaniam is President and Chief Executive Officer of FedEx Corporation, a position he has held since June 2022.
“Raj brings to P&G’s Board significant experience in the areas of corporate operations, strategy, technology, and innovation. In addition, his global leadership experience in markets outside the U.S. will allow him to contribute unique insights and perspective to our Board,” said Jon Moeller, P&G’s Chairman of the Board, President and Chief Executive Officer.
Mr. Subramaniam previously served as President and Chief Operating Officer of FedEx from 2019 to 2022, as President and Chief Executive Officer of FedEx Express during 2019 and as Executive Vice President – Chief Marketing & Communications Officer of FedEx from 2017 to 2018.
Prior to these roles, he held various leadership positions in operations and marketing across the FedEx portfolio of operating companies, including as a Senior Vice President and Vice President in the company’s Canada and Asia Pacific businesses, and began his career with FedEx in 1991.
In addition to serving on the Board of FedEx Corporation, Mr. Subramaniam serves on the U.S. Chamber of Commerce’s China Center Advisory Board, FIRST, U.S.-India Strategic Partnership Forum, and the U.S.-China Business Council. He is a member of the U.S.-India CEO Forum.
Mr. Subramaniam holds a bachelor’s degree in chemical engineering from the Indian Institute of Technology (IIT), a master’s degree in chemical engineering from Syracuse University, and a master’s degree in business administration from The University of Texas at Austin.
Company shareholders also voted today in favor of two Board proposals to ratify the appointment of P&G's independent registered public accounting firm and for an advisory vote on executive compensation.
The results of the vote announced today are considered preliminary until final results are tabulated and certified by the independent Inspector of Elections. Final results will be reported on a Form 8-K filed with the U.S. Securities and Exchange Commission, at which time they will become available on www.pginvestor.com and www.sec.gov.
Also at today’s Annual Meeting, the Company announced that the P&G Board of Directors declared a quarterly dividend of $0.9133 per share on the Common Stock and on the Series A and Series B ESOP Convertible Class A Preferred Stock of the Company, payable on or after November 15, 2022 to Common Stock shareholders of record at the close of business on October 21, 2022, and to Series A and Series B ESOP Convertible Class A Preferred Stock shareholders of record at the start of business on October 21, 2022.
P&G has been paying a dividend for 132 consecutive years since its incorporation in 1890 and has increased its dividend for 66 consecutive 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.
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P&G Media Contacts:
Erica Noble, +1.513.271.1793
Jennifer Corso, +1.513.983.2570
P&G Investor Relations Contact:
John Chevalier, +1.513.983.9974
Category: PG-IR