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 10, 2024 (October 8, 2024)
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 | 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 |
| 3.25% EUR Notes due 2026 | PG26F | NYSE |
| 4.875% EUR notes due May 2027 | PG27A | NYSE |
| 1.200% Notes due 2028 | PG28 | NYSE |
| 3.150% EUR Notes due 2028 | PG28B | 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 |
| 3.25% EUR Notes due 2031 | PG31B | NYSE |
| 5.250% GBP notes due January 2033 | PG33 | NYSE |
| 3.200% EUR Notes due 2034 | PG34C | 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 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 8, 2024, The Procter & Gamble Company (“the Company”), held its 2024 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 (“the Board”).
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |
|---|---|---|---|---|
| Allen, B. Marc | 1,666,920,007 | 32,812,139 | 6,246,904 | 358,360,142 |
| Biggs, Brett | 1,688,855,504 | 10,809,990 | 6,313,556 | 358,360,142 |
| Bonini, Sheila | 1,674,099,556 | 25,996,306 | 5,883,188 | 358,360,142 |
| Chang, Amy L. | 1,676,371,416 | 24,182,083 | 5,425,551 | 358,360,142 |
| Jimenez, Joseph | 1,656,988,220 | 43,476,826 | 5,514,004 | 358,360,142 |
| Kempczinski, Christopher | 1,661,911,293 | 38,374,970 | 5,692,787 | 358,360,142 |
| Lee, Debra L. | 1,657,171,431 | 43,603,029 | 5,204,590 | 358,360,142 |
| Lundgren, Terry J. | 1,615,758,288 | 83,466,915 | 6,753,847 | 358,360,142 |
| McCarthy, Christine M. | 1,646,358,170 | 53,596,580 | 6,024,300 | 358,360,142 |
| McEvoy, Ashley | 1,686,077,655 | 14,131,637 | 5,769,758 | 358,360,142 |
| Moeller, Jon R. | 1,590,846,557 | 103,630,371 | 11,502,122 | 358,360,142 |
| Portman, Robert J. | 1,669,945,658 | 30,608,472 | 5,424,920 | 358,360,142 |
| Subramaniam, Rajesh | 1,675,792,625 | 23,762,353 | 6,424,072 | 358,360,142 |
| Woertz, Patricia A. | 1,633,635,189 | 66,327,008 | 6,016,853 | 358,360,142 |
Proposal 2- Ratify Appointment of the Independent Registered Public Accounting Firm.
The proposal was approved.
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 1,926,154,615 | 128,773,612 | 9,410,965 | 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 |
|---|---|---|---|
| 1,534,591,770 | 158,298,304 | 13,088,976 | 358,360,142 |
Proposal 4 - Shareholder Proposal - Pay Gap Reporting.
The proposal was not approved.
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 508,010,796 | 1,181,262,520 | 16,705,734 | 358,360,142 |
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 10, 2024