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 10, 2024 (October 8, 2024)
   
graphic

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
   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
   PG26F
   NYSE
4.875% EUR notes due May 2027
   PG27A
   NYSE
1.200% Notes due 2028
PG28
NYSE
3.150% EUR Notes due 2028
   PG28B
   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
3.200% EUR Notes due 2034
   PG34C
   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 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 8, 2024, The Procter & Gamble Company (“the Company”), held its 2024 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 (“the Board”).
 
   Votes For
  Votes Against
 Abstentions
Broker Non-Votes
Allen, B. Marc
1,666,920,007
 32,812,139
 6,246,904
 358,360,142
Biggs, Brett
1,688,855,504
 10,809,990
 6,313,556
 358,360,142
Bonini, Sheila
 1,674,099,556
 25,996,306
 5,883,188
 358,360,142
Chang, Amy L.
 1,676,371,416
 24,182,083
 5,425,551
 358,360,142
Jimenez, Joseph
 1,656,988,220
 43,476,826
 5,514,004
 358,360,142
Kempczinski, Christopher
 1,661,911,293
 38,374,970
 5,692,787
 358,360,142
Lee, Debra L.
 1,657,171,431
 43,603,029
 5,204,590
 358,360,142
Lundgren, Terry J.
 1,615,758,288
 83,466,915
 6,753,847
 358,360,142
McCarthy, Christine M.
 1,646,358,170
 53,596,580
 6,024,300
 358,360,142
McEvoy, Ashley
 1,686,077,655
 14,131,637
 5,769,758
 358,360,142
Moeller, Jon R.
 1,590,846,557
 103,630,371
 11,502,122
 358,360,142
Portman, Robert J.
 1,669,945,658
 30,608,472
 5,424,920
 358,360,142
Subramaniam, Rajesh
 1,675,792,625
 23,762,353
 6,424,072
 358,360,142
Woertz, Patricia A.
 1,633,635,189
 66,327,008
 6,016,853
 358,360,142


Proposal 2- Ratify Appointment of the Independent Registered Public Accounting Firm.
The proposal was approved.

Votes For
Votes Against
Abstentions
Broker Non-Votes
1,926,154,615
128,773,612
9,410,965
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
1,534,591,770
158,298,304
13,088,976
358,360,142


Proposal 4 -  Shareholder Proposal - Pay Gap Reporting.
The proposal was not approved.

Votes For
Votes Against
Abstentions
Broker Non-Votes
508,010,796
1,181,262,520
16,705,734
358,360,142


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 10, 2024