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): October 11, 2019 (October 8, 2019)
THE PROCTER & GAMBLE COMPANY
(Exact Name of Registrant as Specified in Charter)
| Ohio | 1-434 | 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 |
| 4.125% EUR notes due December 2020 | PG20A | New York Stock Exchange |
| 0.275% Notes due 2020 | PG20 | New York Stock Exchange |
| 2.000% Notes due 2021 | PG21 | 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 |
| 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 (§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 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. |
At the Annual Meeting of Shareholders of The Procter & Gamble Company (“the Company”), held on October 8, 2019, the Company’s shareholders approved The Procter & Gamble 2019 Stock and Incentive Compensation Plan (the “2019 Stock Plan”). The 2019 Stock Plan authorizes the award of up to 150,000,000 shares of the Company's common stock. Types of awards authorized under the 2019 Stock Plan include common stock, restricted stock units, performance stock units, stock options, and stock appreciation rights. In addition, the 2019 Stock Plan permits the award of any shares that remain available under The Procter & Gamble 2014 Stock and Incentive Compensation Plan, approved by shareholders on October 14, 2014.
The Board of Directors approved the 2019 Stock Plan for submission to shareholders on August 13, 2019. In addition to the above description, a summary of the 2019 Stock Plan is provided in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on August 23, 2019. These descriptions are qualified in their entirety by reference to the 2019 Stock Plan, a copy of which is filed as Exhibit 10.1 to this Form 8-K.
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
Set forth below are the final voting results for each of the proposals submitted to a vote of the shareholders at the Company’s Annual Meeting of Shareholders, held on October 8, 2019.
| 1. Election of Directors | Votes For | Votes Against | Abstentions | Broker Non-Votes | |
| Blake, Francis S. | 1,737,670,090 | 14,285,298 | 7,683,073 | 405,367,433 | |
| Braly, Angela F. | 1,702,894,479 | 41,113,671 | 15,630,311 | 405,367,433 | |
| Chang, Amy L. | 1,741,742,755 | 11,554,467 | 6,341,239 | 405,367,433 | |
| Cook, Scott D. | 1,732,715,078 | 19,412,989 | 7,510,394 | 405,367,433 | |
| Jimenez, Joseph | 1,734,237,652 | 18,305,320 | 7,095,489 | 405,367,433 | |
| Lundgren, Terry | 1,724,685,129 | 27,299,878 | 7,653,454 | 405,367,433 | |
| McCarthy, Christine | 1,743,298,383 | 9,921,402 | 6,418,676 | 405,367,433 | |
| McNerney, W. James Jr. | 1,675,602,499 | 76,235,433 | 7,800,529 | 405,367,433 | |
| Peltz, Nelson | 1,595,966,822 | 152,441,630 | 11,230,009 | 405,367,433 | |
| Taylor, David S. | 1,660,033,016 | 84,438,876 | 15,166,569 | 405,367,433 | |
| Whitman, Margaret C. | 1,734,868,249 | 18,743,527 | 6,026,685 | 405,367,433 | |
| Woertz, Patricia A. | 1,717,439,898 | 35,128,188 | 7,070,375 | 405,367,433 |
| Proposals | Votes For | Votes Against | Abstentions | Broker Non-Votes | |
| 2. Ratification of the Independent Registered Public Accounting Firm | 2,072,965,689 | 82,987,045 | 9,053,160 | 0 | |
| 3. Advisory vote on Company's Executive Compensation (the "Say on Pay" vote) | 1,617,716,004 | 126,761,249 | 15,161,208 | 405,367,433 | |
| 4. Approval of The Procter & Gamble 2019 Stock & Incentive Compensation Plan | 1,606,636,524 | 141,116,003 | 11,885,934 | 405,367,433 | |
The Company is filing this 8-K pursuant to item 5.02(e), “Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers,” and Item 5.07, "Submission of Matters to a Vote of Security Holders."
Item 9.01. Financial Statements and Exhibits
Exhibit Number | Description | |
| 10.1 | The Procter & Gamble 2019 Stock & Incentive Compensation Plan |
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/ Sandra T. Lane
Sandra T. Lane
Assistant Secretary
October 11, 2019
INDEX TO EXHIBIT(S)
Exhibit Number | Description | |
| The Procter & Gamble 2019 Stock & Incentive Compensation Plan |