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 15, 2020 (October 13, 2020)
   
graphic

THE PROCTER & GAMBLE COMPANY
 
(Exact Name of Registrant as Specified in Its Charter)
 
 
 

OH

001-00434

31-0411980
(State or Other Jurisdiction of Incorporation)
  (Commission File Number)
(I.R.S. Employer Identification No.)
 



One Procter & Gamble Plaza, Cincinnati, OH 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
  New York Stock Exchange
4.125% notes due December 2020   PG20A
   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 2030
   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 5.07.
 Submission of Matters to a Vote of Security Holders
       
 
On October 13, 2020, The Procter & Gamble Company (“the Company”), held its 2020 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
Blake, Francis S.
  
1,742,437,488
20,159,889
8,193,580
403,962,274
Braly, Angela F.
  
1,723,480,704
30,423,011
16,887,242
403,962,274
Chang, Amy L.    1,753,571,827  9,985,154  7,233,976 403,962,274
Jimenez, Joseph
  
1,750,996,702
11,287,185
8,507,070
403,962,274
Lee, Debra L.
   1,735,930,949
26,902,990
7,957,018
 403,962,274
Lundgren, Terry J.
    1,739,180,922
  23,020,549  8,589,486
403,962,274
McCarthy, Christine M.
  
1,751,650,688
11,802,371
7,337,898
403,962,274
McNerney, W. James Jr.
  
1,697,539,930
65,130,446
8,120,581
403,962,274
Peltz, Nelson     1,622,786,706  136,905,067  11,099,184
403,962,274
Taylor, David S.
  
1,647,717,379
106,589,971
16,483,607
403,962,274
Whitman, Margaret C.
  
1,739,574,113
23,651,330
7,565,514
403,962,274
Woertz, Patricia A.
  
1,708,304,952
55,083,173
7,402,832
403,962,274

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

Votes For
Votes Against
Abstentions
Broker Non-Votes
2,077,804,876
88,455,634
8,492,721
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
1,609,445,876
144,094,739
17,250,342
403,962,274

Proposal 4 - Approval of The Procter & Gamble Company International Stock Ownership Plan, As Amended and Restated.
The proposal was approved.

Votes For
Votes Against
Abstentions
Broker Non-Votes
1,740,492,206
17,929,033
12,369,718
403,962,274

Proposal 5 - Shareholder Proposal - Report on Efforts to Eliminate Deforestation.
The proposal was approved.

Votes For
Votes Against
Abstentions
Broker Non-Votes
1,178,411,492
562,715,418
29,664,047
403,962,274

Proposal 6 - Shareholder Proposal - Annual Report on Diversity.
The proposal was not approved.

Votes For
Votes Against
Abstentions
Broker Non-Votes
641,963,453
1,089,421,615
39,405,889
403,962,274
 

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 15, 2020