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 16, 2015 |
| 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 13, 2015. Set forth below are the final voting results for each of the proposals submitted to a vote of the shareholders.
1. Election of Directors | | Votes For | Votes Against | Abstentions | Broker Non-Votes |
| Blake, Francis S. | | 1,809,515,471 | 41,998,495 | 11,674,116 | 486,864,109 |
| Braly, Angela F. | | 1,800,647,462 | 52,867,414 | 9,673,206 | 486,864,109 |
| Chenault, Kenneth I. | | 1,774,432,862 | 79,361,894 | 9,393,326 | 486,864,109 |
| Cook, Scott D. | | 1,794,205,157 | 58,954,259 | 10,028,666 | 486,864,109 |
| Desmond-Hellmann, Susan | | 1,820,097,494 | 33,111,576 | 9,979,012 | 486,864,109 |
| Lafley, A.G. | | 1,799,597,093 | 54,156,715 | 9,434,274 | 486,864,109 |
| Lundgren, Terry J. | | 1,775,583,634 | 77,422,074 | 10,182,374 | 486,864,109 |
| McNerney, W. James Jr. | | 1,785,855,684 | 68,119,244 | 9,213,154 | 486,864,109 |
| Taylor, David S. | | 1,835,273,376 | 19,601,664 | 8,313,042 | 486,864,109 |
| Whitman, Margaret C. | | 1,803,082,559 | 41,813,379 | 18,292,144 | 486,864,109 |
| Woertz, Patricia A. | | 1,795,989,976 | 55,049,899 | 12,148,207 | 486,864,109 |
| Zedillo, Ernesto | | 1,601,601,406 | 249,742,644 | 11,844,032 | 486,864,109 |
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| | | Votes For | Votes Against | Abstentions | Broker Non-Votes |
2. Ratify Appointment of the Independent Registered Public Accounting Firm | 2,309,361,543 | 29,717,564 | 10,973,084 | 0 |
3. Advisory vote in the Company's Executive Compensation (the "Say on Pay" vote) | 1,698,355,206 | 148,535,429 | 16,297,447 | 486,864,109 |
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The Company's proxy materials also included a shareholder proposal regarding proxy access. This proposal was not voted upon at the Annual Meeting because neither the proponents, nor a qualified representative of the proponents, appeared at the Annual Meeting to present the proposal. |
The Company is filing this 8-K pursuant to item 5.07, "Submission of Matters to a Vote of Security Holders."
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 16, 2015
