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 20, 2014 |
| Ohio | | 1-434 | | 31-0411980 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification Number) |
| One Procter & Gamble Plaza, Cincinnati, Ohio | | 45202 |
| (Address of principal executive offices) | | Zip Code |
| (513) 983-1100 | | 45202 |
| (Registrant's telephone number, including area code) | | Zip Code |
| ¨ | 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)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
The Procter & Gamble Company (the “Company”) held its Annual Meeting of Shareholders on October 14, 2014. Set forth below are the final voting results for each of the proposals submitted to a vote of the shareholders.
| | | | | Votes For | | Votes Against | | | | Abstentions | | Broker Non-Votes |
| 1. | | Election of Directors: | | | | | | | | | | |
| | | Angela F. Braly | | 1,806,299,820 | | 18,009,646 | | | | 9,306,709 | | 491,617,073 |
| | | Kenneth I. Chenault | | 1,764,971,091 | | 59,526,483 | | | | 9,118,601 | | 491,617,073 |
| | | Scott D. Cook | | 1,776,407,621 | | 47,592,386 | | | | 9,616,168 | | 491,617,073 |
| | | Susan Desmond-Hellmann | | 1,797,849,237 | | 27,217,090 | | | | 8,549,848 | | 491,617,073 |
| | | A.G. Lafley | | 1,764,614,461 | | 54,637,528 | | | | 14,364,186 | | 491,617,073 |
| | | Terry J. Lundgren | | 1,769,287,356 | | 53,720,751 | | | | 10,608,068 | | 491,617,073 |
| | | W. James McNerney, Jr. | | 1,759,675,144 | | 65,919,493 | | | | 8,021,538 | | 491,617,073 |
| | | Margaret C. Whitman | | 1,786,209,166 | | 39,904,253 | | | | 7,502,756 | | 491,617,073 |
| | | Mary Agnes Wilderotter | | 1,755,285,299 | | 69,584,654 | | | | 8,746,222 | | 491,617,073 |
| | | Patricia A. Woertz | | 1,767,877,924 | | 57,229,917 | | | | 8,508,334 | | 491,617,073 |
| | | Ernesto Zedillo | | 1,771,678,194 | | 50,912,064 | | | | 11,025,917 | | 491,617,073 |
| | | | | Votes For | | Votes Against | | | | Abstentions | | Broker Non-Votes |
| 2. | | Ratify Appointment of Independent Registered Public Accounting Firm | | 2,298,888,393 | | 18,982,827 | | | | 7,362,028 | | 0 |
| 3. | | Adopt The Procter & Gamble 2014 Stock and Incentive Compensation Plan | | 1,615,450,362 | | 205,338,079 | | | | 12,827,734 | | 491,617,073 |
| 4. | | Provide an Advisory Vote on the Company's Executive Compensation (the "Say on Pay" Vote) | | 1,733,149,692 | | 83,808,484 | | | | 16,657,999 | | 491,617,073 |
| | | | | | | | | | | | | |
| 5. | | Shareholder Proposal - Report on Unrecycled Packaging | | 425,359,598 | | 1,284,471,413 | | | | 123,785,164 | | 491,617,073 |
| 6. | | Shareholder Proposal - Report on Alignment Between Corporate Values and Political Contributions | | 112,505,791 | | 1,621,658,454 | | | | 99,451,930 | | 491,617,073 |
| ITEM 5.03 | AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGES IN FISCAL YEAR. |
On October 14, 2014, the Board of Directors of The Procter & Gamble Company (the “Company”) approved and adopted an amendment to the Company’s Code of Regulations (the “Regulations”), effective immediately. The Board approved this amendment pursuant to authority granted by shareholders at the Annual Meeting of Shareholders held on October 13, 2009.
The Board amended Article V, Section 1, to clarify the provision regarding the indemnification of directors, officers and employees.
The foregoing description of the Regulations is qualified in its entirety by reference to the full text of the Code of Regulations of The Procter & Gamble Company, which is filed as Exhibit 3(ii) to this Form 8-K and is hereby incorporated by reference.
The Company is filing this 8-K pursuant to Item 5.07, "Submission of Matters to a Vote of Security Holders," and 5.03, "Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year."
SIGNATURE
Pursuant to the requirements of the 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/ Susan S. Whaley |
| | | Susan S. Whaley |
| | | Assistant Secretary |
| | | October 20, 2014 |
