PG Procter and Gamble Co

Item 5.07 Submission of Matters to a Vote of Security Holders

On December 15, 2017, IVS delivered its final vote tabulation that certified the voting results for each of the matters set forth below that were submitted to a vote at the Annual Meeting.

As of the close of business on August 11, 2017, the record date for the Annual Meeting, 2,548,109,787 shares of the Company’s common stock, without par value (“Common Stock”), 41,379,583 shares of Series A ESOP Convertible Class A Preferred Stock (“Series A Preferred Stock”) and 55,789,846 shares of Series B ESOP Convertible Class A Preferred Stock (“Series B Preferred Stock”), were outstanding and entitled to vote. Based on the final voting results from IVS, at least 1,900,542,243 shares of Common Stock, 41,379,581 shares of Series A Preferred Stock and 55,789,846 shares of Series B Preferred Stock were voted in person or by proxy at the Annual Meeting, representing more than 75 percent of the shares entitled to be voted.

The final voting results from IVS for the proposals presented at the Annual Meeting are as follows:

Trian’s Nominee

The total number of broker non-votes with respect to Proposal 1 was 22,538,480. Based on the final results from IVS, the eleven directors elected at the meeting are: Francis S. Blake, Angela F. Braly, Amy L. Chang, Kenneth I. Chenault, Scott D. Cook, Terry J. Lundgren, W. James McNerney Jr., David S. Taylor, Margaret C. Whitman, Patricia A. Woertz and Ernesto Zedillo.

Proposal 2 - Ratification of Independent Registered Public Accounting Firm. The proposal was approved based on the following final results from IVS:

Proposal 3 - Advisory vote on Company’s Executive Compensation (the “Say on Pay” vote) . The proposal to approve, on an advisory basis, executive compensation was approved based upon the following final results from IVS:

Proposal 4 - Advisory vote on Frequency of Executive Compensation vote . The advisory vote on the frequency of future advisory votes on executive compensation received the following vote based on the final results from IVS, with the “one year” frequency receiving the highest number of votes:

The Board of Directors considered the results of the advisory vote and decided that, consistent with the Board of Director’s recommendation in the proxy statement for the 2017 Annual Meeting, the Company will continue to solicit an advisory vote on executive compensation annually until the next required advisory vote on the frequency of future advisory votes on executive compensation.

Proposal 5 – Shareholder Proposal – Adopt Holy Land Principles. The shareholder proposal related to the adoption of the Holy Land Principles was withdrawn by the proponent and, consequently, not presented at the Annual Meeting.

Proposal 6 - Shareholder Proposal - Report on Application of Company Non-Discrimination Policies in States with Pro-Discrimination Laws. The shareholder proposal did not obtain approval based on the following final results from IVS:

Proposal 7 – Shareholder Proposal - Report on Mitigating Risks of Activities in Conflict-Affected Areas . The shareholder proposal did not obtain approval based on the following final results from IVS:

Proposal 8 - Shareholder Proposal - Repeal Certain Amendments to Regulations . The shareholder proposal did not obtain approval because it did not receive the affirmative vote of a majority of the outstanding shares entitled to vote on the proposal based on the following final results from IVS: