Procter & Gamble Company

10/16/2025 | Press release | Distributed by Public on 10/16/2025 14:25

Proxy Results, Management Change/Compensation (Form 8-K)

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 14, 2025, the Company's shareholders approved The Procter & Gamble 2025 Stock and Incentive Compensation Plan (the "2025 Stock Plan"). The 2025 Stock Plan authorizes the award of up to 175,000,000 shares of the Company's common stock. Types of awards authorized under the 2025 Stock Plan include common stock, restricted stock units, performance stock units, stock options, and stock appreciation rights. In addition, the 2025 Stock Plan permits the award of any shares that remain available under The Procter & Gamble 2019 Stock and Incentive Compensation Plan, approved by shareholders on October 8, 2019.
The Board of Directors approved the 2025 Stock Plan for submission to shareholders on August 12, 2025. In addition to the above description, a summary of the 2025 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 29, 2025. These descriptions are qualified in their entirety by reference to the 2025 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
On October 14, 2025, the Company held its 2025 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 1,641,593,836 30,733,501 6,052,004 353,456,701
Arnold, Craig 1,659,592,471 12,862,587 5,924,283 353,456,701
Biggs, Brett 1,644,255,917 27,864,284 6,259,140 353,456,701
Bonini, Sheila 1,645,914,558 26,767,428 5,697,355 353,456,701
Chang, Amy L. 1,646,845,751 25,231,395 6,302,195 353,456,701
Jejurikar, Shailesh 1,658,214,765 13,733,328 6,431,248 353,456,701
Jimenez, Joseph 1,632,774,150 39,321,857 6,283,334 353,456,701
Kempczinski, Christopher 1,609,309,726 62,825,032 6,244,583 353,456,701
Lee, Debra L. 1,641,187,922 30,904,430 6,286,989 353,456,701
McCarthy, Christine M. 1,612,379,591 60,308,803 5,690,947 353,456,701
McEvoy, Ashley 1,658,543,759 13,661,354 6,174,228 353,456,701
Moeller, Jon R. 1,601,057,047 64,196,316 13,125,978 353,456,701
Portman, Robert J. 1,639,611,111 32,755,390 6,012,840 353,456,701
Subramaniam, Rajesh 1,646,446,064 25,186,498 6,746,779 353,456,701
Proposal 2- Ratify Appointment of the Independent Registered Public Accounting Firm.
The proposal was approved.
Votes For Votes Against Abstentions Broker Non-Votes
1,894,297,538 126,992,854 10,545,650 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
1,534,984,603 129,176,624 14,218,114 353,456,701
Proposal 4 - Approval of The Procter & Gamble 2025 Stock and Incentive Compensation Plan.
The proposal was approved.
Votes For Votes Against Abstentions Broker Non-Votes
1,586,240,525 81,892,084 10,246,732 353,456,701
Proposal 5 -  Shareholder Proposal Requesting Additional Reporting on Plastic Packaging.
The proposal was not approved.
Votes For Votes Against Abstentions Broker Non-Votes
230,471,871 1,423,774,151 24,133,319 353,456,701
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."
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