8-K - PG - Equibles

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): February 10, 2021 (February 9, 2021)

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)
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☐	Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 2021	PG21	New York Stock Exchange
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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
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
5.250% GBP notes due January 2033	PG33	New York Stock Exchange
1.875% Notes due 2038	PG38	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).
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	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 February 9, 2021, the Board of Directors of The Procter & Gamble Company (the “Company”) appointed B. Marc Allen, chief strategy officer and senior vice president of Strategy and Corporate Development at The Boeing Company, as a Director of the Company, effective February 10, 2021. Mr. Allen will serve on the Audit and Innovation & Technology Committees.

The Board has determined that Mr. Allen is independent under the NYSE listing standards and the Company’s Independence Guidelines. Mr. Allen will 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 28, 2020.

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 February 10, 2021, announcing the appointment of Mr. Allen. 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
Exhibit Number	Description
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99.1	Director Appointment Press Release by The Procter & Gamble Company dated February 10, 2021
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.
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THE PROCTER & GAMBLE COMPANY

BY: /s/ Sandra T. Lane

Sandra T. Lane

Assistant Secretary

February 10, 2021

INDEX TO EXHIBIT(S)

Exhibit Number	Description
99.1	Director Appointment Press Release by The Procter & Gamble Company dated February 10, 2021.
News Release	The Procter & Gamble Company<br><br> <br>One P&G Plaza<br><br> <br>Cincinnati, OH 45202
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P&G APPOINTS B. MARC ALLEN TO BOARD OF DIRECTORS

Allen brings depth of leadership, strategy and global business experience to the Board

CINCINNATI, February 10, 2021 – The Procter & Gamble Company (NYSE:PG) today announced that its Board of Directors has appointed B. Marc Allen, chief strategy officer and senior vice president of Strategy and Corporate Development at The Boeing Company, to the Company’s Board of Directors. The appointment is effective February 10, 2021.

Mr. Allen joined Boeing, a leading global aerospace and defense company, in 2007. In his current role, he is responsible for the company’s overarching strategy, including long-term planning, global business and corporate development, and strategic investments, acquisitions and divestitures.

“We are excited to welcome Marc to the Board. Marc has deep knowledge of international operations, trade, law and government relations, as well as very strong strategy and corporate development experience. His highly sought-after capabilities will further strengthen P&G’s board expertise in these critical areas,” said David Taylor, P&G Chairman, President and Chief Executive Officer. “We look forward to working closely with Marc to bring these skills to bear as we continue to position P&G to win with our consumers and serve our stakeholders in the years ahead.”

Mr. Allen previously served as Boeing’s president of Embraer Partnership and Group Operations. Before that he served as president of Boeing International, as president of Boeing Capital Corporation, as vice president of Boeing International and president of Boeing China, and as vice president for Global Law Affairs and general counsel to Boeing International. His experience in growth and productivity initiatives, new business and market development, government affairs, ESG, industrial partnerships and functional support for business units’ operations will benefit P&G and its brands.

Mr. Allen also previously served as law clerk for U.S. Supreme Court Justice Anthony M. Kennedy and has prior business experience in start-up leadership. He sits on the boards of numerous global organizations, including serving as chairman of the International Justice Mission, as trustee for the Trilateral Commission, and as director of the U.S.-China Business Council and the U.S.-India Strategic Partnership Forum.

Mr. Allen holds a B.A. in political science from Princeton University and a J.D. from Yale Law School.

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 http://www.pg.com for the latest news and information about P&G and its brands. For other P&G news, visit us at http://www.pg.com/news.

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P&G Media Contacts:

Erica Noble, +1-513-271-1793

Jennifer Corso, +1-513-983-2570