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 15, 2021 (October 12, 2021)
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) |
| ☐ | 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)) |
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 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 5.07. | Submission of Matters to a Vote of Security Holders |
On October 12, 2021, The Procter & Gamble Company (“the Company”), held its 2021 Annual Meeting of Shareholders. Set forth below are the final voting results for each of the proposals submitted to a vote of the shareholders.
Proposal 1 – Election of Directors.
Each of the following nominees was elected to serve a one-year term on the Company’s Board of Directors.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||
| Allen, B. Marc | 1,687,235,125 | 13,346,908 | 7,172,478 | 367,401,219 | |
| Braly, Angela F. | 1,556,006,344 | 134,656,019 | 17,092,148 | 367,401,219 | |
| Chang, Amy L. | 1,681,508,140 | 19,647,424 | 6,598,947 | 367,401,219 | |
| Jimenez, Joseph | 1,685,401,708 | 15,774,553 | 6,578,250 | 367,401,219 | |
| Kempczinski, Christopher | 1,687,845,039 | 12,348,094 | 7,561,378 | 367,401,219 | |
| Lee, Debra L. | 1,668,185,058 | 33,122,789 | 6,446,664 | 367,401,219 | |
| Lundgren, Terry J. | 1,667,835,693 | 32,943,493 | 6,975,325 | 367,401,219 | |
| McCarthy, Christine M. | 1,680,141,254 | 21,419,392 | 6,193,865 | 367,401,219 | |
| Moeller, Jon R. | 1,687,743,495 | 13,878,746 | 6,132,270 | 367,401,219 | |
| Taylor, David S. | 1,646,500,867 | 45,589,451 | 15,664,193 | 367,401,219 | |
| Whitman, Margaret C. | 1,676,614,568 | 24,151,034 | 6,988,909 | 367,401,219 | |
| Woertz, Patricia A. | 1,622,717,589 | 77,539,197 | 7,497,725 | 367,401,219 |
Proposal 2- Ratify Appointment of the Independent Registered Public Accounting Firm.
The proposal was approved.
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 1,962,656,478 | 104,845,027 | 7,654,225 | 0 |
Proposal 3 - Advisory Vote to Approve the Company’s Executive Compensation (the “Say on Pay” vote).
The proposal was approved.
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 1,535,250,478 | 150,109,474 | 22,394,559 | 367,401,219 |
Proposal 4 - Inclusion of Non-Management Employees on Director Nominee Candidate List.
The proposal was not approved.
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 130,765,663 | 1,554,654,774 | 22,334,074 | 367,401,219 |
The Company is filing this Form 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/ Sandra T. Lane
Sandra T. Lane
Assistant Secretary
October 15, 2021