UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION  
WASHINGTON, DC 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 11, 2019 (October 8, 2019)
 
 
THE PROCTER & GAMBLE COMPANY
 (Exact Name of Registrant as Specified in Charter)   
 
 
   
  
 
 
 
 
 Ohio
 
 1-434
 
 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, and 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 (see General Instruction A.2. below):
   
 
☐
Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
 
☐
Pre-commencement communication 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
4.125% EUR notes due December 2020
 PG20A   New York Stock Exchange
 0.275% Notes due 2020
PG20
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 5.02.
 
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 8, 2019, the Company’s shareholders approved The Procter & Gamble 2019 Stock and Incentive Compensation Plan (the “2019 Stock Plan”). The 2019 Stock Plan authorizes the award of up to 150,000,000 shares of the Company's common stock. Types of awards authorized under the 2019 Stock Plan include common stock, restricted stock units, performance stock units, stock options, and stock appreciation rights. In addition, the 2019 Stock Plan permits the award of any shares that remain available under The Procter & Gamble 2014 Stock and Incentive Compensation Plan, approved by shareholders on October 14, 2014.

The Board of Directors approved the 2019 Stock Plan for submission to shareholders on August 13, 2019. In addition to the above description, a summary of the 2019 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 23, 2019. These descriptions are qualified in their entirety by reference to the 2019 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
       
Set forth below are the final voting results for each of the proposals submitted to a vote of the shareholders at the Company’s Annual Meeting of Shareholders, held on October 8, 2019.
 
1.  Election of Directors
 
Votes For
Votes Against
Abstentions
Broker Non-Votes
Blake, Francis S.
 
1,737,670,090
14,285,298
7,683,073
405,367,433
Braly, Angela F.
 
1,702,894,479
41,113,671
15,630,311
405,367,433
Chang, Amy L.    1,741,742,755  11,554,467  6,341,239  405,367,433
Cook, Scott D.  
1,732,715,078
19,412,989
7,510,394
405,367,433
Jimenez, Joseph
 
1,734,237,652
18,305,320
7,095,489
405,367,433
Lundgren, Terry    1,724,685,129  27,299,878  7,653,454
405,367,433
McCarthy, Christine
 
1,743,298,383
9,921,402
6,418,676
405,367,433
McNerney, W. James Jr.
 
1,675,602,499
76,235,433
7,800,529
405,367,433
Peltz, Nelson     1,595,966,822  152,441,630  11,230,009
405,367,433
Taylor, David S.
 
1,660,033,016
84,438,876
15,166,569
405,367,433
Whitman, Margaret C.
 
1,734,868,249
18,743,527
6,026,685
405,367,433
Woertz, Patricia A.
 
1,717,439,898
35,128,188
7,070,375
405,367,433
 
 
Proposals
 
Votes For
Votes Against
Abstentions
Broker Non-Votes
2.  Ratification of the Independent Registered Public Accounting Firm
2,072,965,689
82,987,045
9,053,160
0
3.  Advisory vote on Company's Executive Compensation (the "Say on Pay" vote)
1,617,716,004
126,761,249
15,161,208
405,367,433
4.  Approval of The Procter & Gamble 2019 Stock & Incentive Compensation Plan
 1,606,636,524  141,116,003  11,885,934 405,367,433
 
 
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."
 
Item 9.01.             Financial Statements and Exhibits

Exhibit Number
 
Description
10.1
 
The Procter & Gamble 2019 Stock & Incentive Compensation Plan
 
 
 
 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 11, 2019



INDEX TO EXHIBIT(S)





















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