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): April 11, 2023
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 | ||
| 1.125% Notes due 2023 | PG23A | 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 | ||
| 4.875% EUR notes due May 2027 | PG27A | NYSE | ||
| 1.200% Notes due 2028 | PG28 | 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 | ||
| 5.250% GBP notes due January 2033 | PG33 | 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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On April 11, 2023, the Board of Directors of The Procter & Gamble Company (the “Company”) appointed Sheila Bonini, Senior Vice President – Private Sector Engagement for World Wildlife Fund, Inc., and Robert Portman, former United States Senator, as Directors of the Company, effective April 11, 2023.
Ms. Bonini will serve on the Governance & Public Responsibility and Innovation & Technology Committees. Mr. Portman will serve on the Audit and Governance & Public Responsibility Committees.
The Board has determined that Ms. Bonini and Mr. Portman are each independent under the NYSE listing standards and the Company’s Independence Guidelines. Ms. Bonini and Mr. Portman will each receive the same compensation as the other non-employee members of the Board of Directors. The Company’s Director compensation program is described in the Company’s definitive proxy statement dated August 26, 2022.
In connection with the appointment of Ms. Bonini, the Board of Directors reviewed and approved the Company’s continued financial contributions to the World Wildlife Fund, Inc. (“WWF-US”) under the Company’s Related Person Transactions Policy. By virtue of her role at WWF-US, prior to her appointment as a Director, Ms. Bonini was involved in the discussion of the Company’s contributions to and partnership with WWF-US in support of various sustainability efforts and programs, although Ms. Bonini did not receive special benefits from the Company’s contributions. The Company has worked with and contributed to WWF-US since 2013. In its current fiscal year, the Company expects to contribute a total of approximately $550,000 to WWF-US under several partnership agreements. Upon her appointment as a Director of the Company, Ms. Bonini is no longer involved in and no longer has direct or indirect responsibility for WWF-US’s relationship with the Company, and she will not be involved in the negotiation of any future partnership terms or payments for as long as she remains a Director. In approving the Company’s continued contributions and partnership, the Board considered the Company’s long-standing support of WWF-US, the significant value to the Company of external partnerships with organizations focused on sustainability efforts, and the fact that, going forward, Ms. Bonini would not be involved in the Company’s financial relationship with WWF-US. Ultimately, the Board concluded that the partnership contributions were not inconsistent with the best interests of the Company as a whole.
The Company is filing the information under this item pursuant to Item 5.02(d), “Election of Directors.”
ITEM 7.01 REGULATION FD DISCLOSURE
The Company issued a news release on April 11, 2023, announcing the appointments of Ms. Bonini and Mr. Portman. A copy of this news release is furnished as Exhibit 99.1.
The Company is furnishing the information under this item, including Exhibit 99.1, pursuant to Item 7.01, “Regulation FD Disclosure.”
| ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
Exhibit Number | Description | |
| 99.1 | Director News Release by The Procter & Gamble Company dated April 11, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 | |||
| April 11, 2023 | |||
INDEX TO EXHIBIT(S)
Exhibit Number | Description | |