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): June 9, 2025
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 |
| 0.110% 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<br> 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 June 9, 2025, the Board of Directors of The Procter & Gamble Company (the “Company”) appointed Craig Arnold, former Chairman and Chief Executive Officer of Eaton Corporation, as a Director of the Company, effective June 9. Mr. Arnold will serve on the Audit and Compensation & Leadership Development Committees.
The Board has determined that Mr. Arnold is independent under the NYSE listing standards and the Company’s Independence Guidelines. Mr. Arnold will receive the same compensation as the other non-employee members of the Board of Directors, including a pro-rated annual RSU grant that reflects his June appointment date. The Company’s Director compensation program is described in the Company’s definitive proxy statement dated August 23, 2024.
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 June 9, 2025, announcing the appointment of Mr. Arnold. 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 | Director News Release by The Procter & Gamble Company dated June 9, 2025. |
| 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<br> Securities Exchange Act of 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
June 9, 2025
INDEX TO EXHIBIT(S)
| Exhibit Number | Description |
|---|---|
| 99.1 | Director News Release Provided by The Procter & Gamble Company<br> dated June 9, 2025. |
| News Release | The Procter & Gamble Company |
|---|---|
| One P&G Plaza | |
| Cincinnati, OH 45202 |
June 9, 2025
P&G Appoints Craig Arnold to Board of Directors
CINCINNATI — (BUSINESS WIRE) — The Procter & Gamble Company (NYSE:PG) today announced the appointment of Craig Arnold, former Chairman and Chief Executive Officer of Eaton Corporation, to its Board of Directors, effective June 9, 2025. Mr. Arnold brings significant experience as a successful chief executive of a global enterprise serving businesses and customers in more than 175 countries.
With a distinguished career at Eaton, a global leader in power infrastructure and technology, Arnold led the company through transformative changes from 2016 to May 2025. He was instrumental in incorporating renewable energy solutions and digital technologies into Eaton’s portfolio, significant revenue and margin expansion and its contributions to environmental sustainability.
Before his tenure as Chairman and CEO, Arnold served as President and Chief Operating Officer, overseeing strategic initiatives and operational excellence. His leadership from 2009 to 2015 as Vice Chairman and Chief Operating Officer of Eaton's Industrial Sector showcased his ability to drive results and impact at scale, boosting the company's performance and market presence.
Mr. Arnold’s career began at General Electric, where he held roles across the Appliances, Plastics and Lighting businesses, with international responsibilities spanning Asia, Europe, the Middle East and North America. His expertise in constructive disruption will provide valuable insights for P&G.
Currently, Arnold serves as the lead independent board director for Medtronic, Inc. and is on the board of the United Way of Greater Cleveland and the Salvation Army of Greater Cleveland, actively participating in community initiatives that foster local engagement and industry collaboration.
"Craig’s depth of global experience, expertise managing diversified portfolios, and proven track record in innovation management and operational excellence will contribute valuable perspective to our efforts to better serve consumers and customers and grow markets," said Jon Moeller, P&G’s Chairman of the Board, President, and Chief Executive Officer.
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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Media Contact:
Henry Molski
+1-513-505-3587
Category: PG-IR