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): December 13, 2023 (December 12, 2023)
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) |
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| ☐ | 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)) |
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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 | PG26E | NYSE |
| 4.875% EUR notes due May 2027 | PG27A | NYSE |
| 1.200% Notes due 2028 | PG28 | 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 |
| 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<br> Exchange Act 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<br> financial 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 December 12, 2023, the Board of Directors of The Procter & Gamble Company (the “Company”) appointed Ashley McEvoy, former Executive Vice President, Worldwide Chairman of MedTech at Johnson & Johnson, as a Director of the Company, effective December 12. Ms. McEvoy will serve on the Compensation & Leadership Development and Innovation & Technology Committees.
The Board has determined that Ms. McEvoy is independent under the NYSE listing standards and the Company’s Independence Guidelines. Ms. McEvoy 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 her December appointment date. The Company’s Director compensation program is described in the Company’s definitive proxy statement dated August 25, 2023.
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 December 13, 2023, announcing the appointment of Ms. McEvoy. 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<br> AND EXHIBITS |
|---|
(d) Exhibits
| Exhibit Number | Description |
|---|---|
| 99.1 | Director News Release by The Procter & Gamble Company dated December 13, 2023. |
| 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<br> 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
December 13, 2023
INDEX TO EXHIBIT(S)
| Exhibit Number | Description |
|---|---|
| 99.1 | Director News Release by The Procter & Gamble Company<br> dated December 13, 2023. |
| News Release | The Procter & Gamble Company |
|---|---|
| One P&G Plaza | |
| Cincinnati, OH 45202 |
P&G APPOINTS ASHLEY MCEVOY TO BOARD OF DIRECTORS
Appointment Deepens Board Expertise in Global Consumer Health Care
| CINCINNATI, December 13, 2023 – The Procter & Gamble Company (NYSE:PG) today announced that its Board of Directors has<br> appointed Ashley McEvoy, former Executive Vice President, Worldwide Chairman of MedTech at Johnson & Johnson, to the Company’s Board of Directors, effective December 12, 2023.<br><br> <br><br><br> <br>During her nearly three-decade career with Johnson & Johnson, Ms. McEvoy most recently led its $27 billion Medical Devices<br> segment, which is the world’s second-largest medical devices business. In this capacity she spearheaded efforts to develop integrated, digitized solutions to improve outcomes for millions of people around the world. This includes<br> having led the business’ entrance into telehealth, robotics, and digital surgery, and deployment of more than $20 billion in M&A activity in recent years to grow the business portfolio.<br><br> <br><br><br> <br>She previously served as Johnson & Johnson’s Group Chairman, Consumer Medical Devices; Group Chairman, Vision Care; Worldwide<br> President, Ethicon Products; President, McNeil Consumer Healthcare; and various management, marketing and brand management roles in OTC and other consumer health care.<br><br> <br><br><br> <br>“Ashley’s transformative leadership, track record of innovation and breadth of experience in serving consumers and growing<br> markets will be an asset to P&G. Her expertise will further strengthen the capability of our Board as we improve the lives of consumers around the world,” said Jon Moeller, P&G’s Chairman of the Board, President and Chief<br> Executive Officer. | |
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| About Procter & Gamble<br><br> <br><br><br> <br>P&G serves consumers around the world with one of the strongest portfolios of trusted, quality, leadership brands, including<br> 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<br> 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:<br><br> <br>Jennifer Corso<br><br> <br>corso.jj@pg.com | |
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