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)
July 28, 2015
 
 
 
 
THE PROCTER & GAMBLE COMPANY
(Exact name of registrant as specified in its charter)
 
Ohio
 
1-434
 
31-0411980
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification Number)
 
One Procter & Gamble Plaza, Cincinnati, Ohio
 
45202
(Address of principal executive offices)
 
Zip Code
 
(513) 983-1100
 
45202
(Registrant's telephone number, including area code)
 
Zip Code
 
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
ITEM 5.02    DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS


On July 28, 2015, The Procter & Gamble Company (the "Company") announced that A.G. Lafley, Chairman of the Board, President and Chief Executive Officer, will step down from his position as President and Chief Executive Officer and has been elected Executive Chairman of the Board, effective November 1, 2015.

On July 28, 2015, the Company also announced that David Taylor (age 57), currently Group President – Global Beauty, Grooming and Health Care, has been elected President and Chief Executive Officer, effective November 1, 2015, to serve at the pleasure of the Board of Directors.  Mr. Taylor has also been appointed as a member of the Company's Board of Directors, effective immediately.  As an employee of the Company, Mr. Taylor will not serve on any Board committees.

Mr. Taylor joined the Company in 1980 and has held officer positions of increasing responsibility at the Company since that time, including:  Group President – Global Beauty, Grooming and Health Care (February 2015 – present); Group President – Global Health & Grooming (July 2013 through January 2015); President – Global Home Care (July 2007 through June 2013); President – Global Family Care (July 2005 through June 2007); Vice President – North America Family Care (September 2003 through June 2005); Vice President – Western European Family Care (October 2001 through August 2003); and Vice President – Greater China Hair Care and Anti-Counterfeiting (April 2001 through September 2001). Mr. Taylor also served as a member of the Board of Directors of TRW Automotive Holdings Corporation from 2010 until May 2015.

Effective November 1, 2015, Mr. Taylor will receive an annual base salary of U.S. $1,600,000. He will participate in the Company's annual performance-based bonus program with a target award equal to 200% of base salary, and he will receive equity grants under the Company's long-term incentive program commensurate with his position and on the same timing as other executive officers. Mr. Taylor will participate in all other elements of the Company's executive compensation and benefit programs (including as a vested participant in the Company's retirement program). Those programs are outlined in the Company's 2014 Proxy Statement.

Mr. Taylor will not receive any fees for his service on the Board of Directors.

Also effective November 1, 2015, Mr. Lafley will receive an annual base salary of U.S. $1,250,000. He will participate in the Company's annual performance-based bonus program with a target award equal to 150% of base salary, and he will receive equity grants under the Company's long-term incentive program commensurate with his position and on the same timing as other executive officers. Mr. Lafley will participate in all other elements of the Company's executive compensation and benefit programs (including as a vested participant in the Company's retirement program).
 
The Company is filing this 8-K pursuant to Items 5.02(b), (c) & (d), "Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers."

 

ITEM 7.01   REGULATION FD DISCLOSURE

The Company issued a news release on July 28, 2015 announcing the election and appointment of Mr. Taylor and the changes to Mr. Lafley's role.  A copy of this news release is furnished as Exhibit 99 to this report.
 
The Company's previously scheduled earnings webcast will take place Thursday, July 30th at 8:30 am EDT.  Mr. Lafley and Jon Moeller, the Company's Chief Financial Officer, will host the webcast.
 
You may access the call by dialing:
 
1-877-741-4248 for Domestic Calls
 
1-719-325-4810 for International Calls
  Confirmation code: 6097936
 
The Company will also webcast this conference call. You may access the webcast by going to:  
 
http://www.pginvestor.com
 
The Company is furnishing the information under this item pursuant to Item 7.01, "Regulation FD Disclosure."  The information in Exhibit 99 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or incorporated by reference into any filing under the Securities Act of 1933.

 
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/ Susan S. Whaley                                     
           
Susan S. Whaley
           
Assistant Secretary
           
July 28, 2015
 

 
EXHIBIT(S)
 
99.   News Release by The Procter & Gamble Company dated July 28, 2015.



 
News Release
The Procter & Gamble Company
One P&G Plaza
Cincinnati, OH 45202

FOR IMMEDIATE RELEASE

DAVID S. TAYLOR APPOINTED P&G PRESIDENT AND CHIEF EXECUTIVE OFFICER

A.G. LAFLEY TO BECOME EXECUTIVE CHAIRMAN

CINCINNATI – July 28, 2015 – The Procter & Gamble Company (NYSE: PG) announced today that David S. Taylor, Group President of Global Beauty, Grooming and Health Care, will succeed A.G. Lafley as Procter & Gamble's President and Chief Executive Officer, effective November 1, 2015.  Mr. Taylor has been appointed to the Company's Board of Directors.  On November 1, 2015, A.G. Lafley will become Procter & Gamble's Executive Chairman. In this role, Mr. Lafley will lead the Board of Directors, and provide advice and counsel to the CEO and P&G leadership on Company and business strategies, portfolio choices, and organization decisions.

Jim McNerney, lead director of P&G's Board, said, "We thank A.G. for returning as CEO to lead P&G's transformation.  The Company is now organized into four industry-based sectors with a focused portfolio of 10 categories and 65 brands that play to P&G's strengths.  Productivity results are strong and sustainable.  Stronger category business and product innovation plans are in place.  Now is the time to transition to David as CEO, while continuing to benefit from A.G.'s strategic counsel as Executive Chairman."

Mr. McNerney expressed the Board's confidence in David Taylor. "David is a proven leader who has the experience and track record of delivering results.  He has a broad understanding of P&G's business, having worked on several categories in multiple regions around the world.  He has helped build many of the Company's most successful brands and businesses.  The Board is confident that David will lead P&G to execute the company's strategies to win with consumers, and improve shareholder value."

Mr. Taylor joined P&G in 1980.  He has helped to build many of P&G's core businesses, including Baby Care, Family Care, Hair Care and Home Care.  He has led global businesses, and lived and worked in North America, Europe, and Asia.  Most recently, Mr. Taylor served as Group President of Global Beauty, Grooming and Health Care.  Prior to that, Mr. Taylor was responsible for Family Care and Home Care, both of which delivered consistent double-digit profit and mid-single-digit sales growth under his leadership.  He has worked closely with Mr. Lafley on the Company's strategy to strengthen and focus P&G's business and brand portfolio.

"I am honored to serve as P&G's CEO," said Mr. Taylor.  "I believe in the power of P&G people, brands, products and values.  P&G is transforming to be a faster-growing, more profitable Company.  I am committed to the strategies, and look forward to leading the people of P&G to win with consumers, drive growth and create shareholder value."

A.G. Lafley served as CEO from 2000 to 2009, and returned from retirement to serve as CEO in 2013.  Since 2000, Mr. Lafley has played a central role in leading P&G to double the Company's sales and nearly triple its market capitalization, resulting in significant value creation for shareholders.  Since 2013, Mr. Lafley has led the P&G team to focus and balance the Company's goals, strategies, portfolio and structure for improved performance.

"We are leading P&G's most comprehensive transformation in our history," said Mr. Lafley.  "We are a more focused and balanced company, committed to winning with consumers and creating value for shareholders.  We have strengthened our brand and product innovation pipeline, while streamlining our cost structure.  With our plans for portfolio realignment essentially complete, P&G is positioned to deliver improved results. The Board and I are confident that now is the time to transition the CEO role to David who will sharpen the strategies and lead the execution of the next important phase of building a better P&G."


Upcoming Webcast
The Company's previously scheduled earnings webcast will take place this Thursday, July 30, 2015 at 8:30 am EDT. You may access the webcast by going to: http://www.pginvestor.com.

About Procter & Gamble 
P&G serves consumers around the world with one of the strongest portfolios of trusted, quality, leadership brands, including Always®, Ambi Pur®, Ariel®, Bounty®, Charmin®, Crest®, Dawn®, Downy®, Fairy®, Febreze®, Gain®, Gillette®, Head & Shoulders®, Lenor®, Olay®, Oral-B®, Pampers®, Pantene®, SK-II®, Tide®, Vicks®, and Whisper®. The P&G community includes operations in approximately 70 countries worldwide. Please visit http://www.pg.com for the latest news and information about P&G and its brands.

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P&G Media Contacts:
Craig Buchholz, 513.983.0459
Jennifer Corso, 513.983.2570

P&G Investor Relations Contact:
John Chevalier, 513.983.9974
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