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): January 12, 2022 (January 7, 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 January 7, 2022, Michael G. Homan, currently Senior Vice President – Chief Accounting Officer, announced his intention to retire from The Procter & Gamble Company (the “Company”) after 24 years of service, effective July 31, 2022.
Accordingly, on January 7, 2022, the Company’s Board of Directors designated Matthew W. Janzaruk (age 48), currently Vice President – Finance & Accounting, Global Internal Audit, as the Company’s principal accounting officer, effective March 1, 2022. Mr. Janzaruk has also been named Senior Vice President – Chief Accounting Officer, effective that same date.
Mr. Janzaruk joined the Company in 2003 and has held positions of increasing responsibility since that time. He has served as Vice President – Finance & Accounting, Global Internal Audit since August 2016. Immediately prior to that role, he served as Vice President, Finance & Accounting – Corporate Accounting from July 2013 to July 2016.
Mr. Janzaruk will continue to receive an annual base salary and equity grants under the Company's annual performance-based and long-term incentive programs commensurate with his position and on the same timing as other similarly situated persons within the Company. Those programs are outlined in the Company's definitive proxy statement dated August 27, 2021.
The Company is filing this 8-K pursuant to Items 5.02(b) and 5.02(c), "Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers."
| 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
January 12, 2022