NOTICE OF EXEMPT SOLICITATION
NAME OF REGISTRANT: Procter & Gamble
NAME OF PERSON RELYING ON EXEMPTION: James R.
Epstein
ADDRESS OF PERSON RELYING ON EXEMPTION: 21 Dupont
Circle NW, Suite 410, Washington, DC 20036
Written materials are submitted pursuant to Rule
14a-6(g)(1) promulgated under the Securities Exchange Act of 1934.
————————————
Procter & Gamble [NYSE:PG]:
Due to the Company’s confusing and inconsistent
communications regarding Forest degradation in the supply chain and its negative optics regarding the Company’s reputation including
fulfillment of its pledge to be a Force for Good we recommend
| · | Vote AGAINST CEO and Board Chair Jon Moeller (Item 1.k), and |
| · | Vote AGAINST Lead Director, Joe Jimenez (Item 1.f) |
| • | Vote AGAINST Angela Braly (Item 1.d) |
| • | Vote AGAINST , Patricia Woertz (Item 1.n) |
Letter from descendants of Procter &
Gamble founders regarding the Procter & Gamble board’s failure to respond to shareholder concerns regarding risks posed by forest
degradation.
Recommended: Oppose the reelection of CEO
and Board Chair Jon Moeller; the Lead Director, Joe Jimenez; the Chair of the Governance and Public Responsibility Committee, Angela Braly;
and the longest tenured director, Patricia Woertz
Key Points
| · | Mr. Moeller as the CEO and Chair, Mr. Jimenez as Lead Director, Ms. Braly as the chair of the Government and Public Responsibility
Committee and Ms. Woertz as the longest tenured Director have significant oversight responsibilities relating to issues that may affect
the Company’s reputation |
| · | In the opinion of the signatories: |
| ⁃ | P&G has provided insufficient response to shareholder concerns about the company’s forest commodity supply chains. |
| ⁃ | P&G’s leadership has failed to make consistent policy changes following landslide of support for the 2020 shareholder resolution,
which called upon P&G to assess the company’s ability to increase efforts to eliminate deforestation and degradation of intact
forests in its commodity supply chains. |
| ⁃ | P&G’s continued failure to mitigate these risks associated with its forest commodities sourcing exposes the company, and
its shareholders, to reputational, regulatory, supply chain and financial risks. |
September 8, 2023
Dear Procter & Gamble Shareholders,
We are descendants of P&G’s founders
and shareholders in the Company. As such, we hold a unique and historic perspective on P&G’s activities and policies, including
its long-held pledge to be a “Force for Good”.
We take pride in Procter & Gamble’s
history of being a socially progressive leader by offering employees stock options in 1903, and by promoting gender diversity amongst
its management positions beginning in the 90s. We are inextricably tied to the company, and are invested, beyond the literal sense, in
P&G maintaining a reputation of leadership among its peers and delivering on being a “Force for Good.”
Unfortunately, our experience in recent years
has led us to believe that the company may be failing to deliver on this pledge and falling behind its peers, creating significant financial
risk.
Our concerns in this regard have been heightened
by learning that P&G was subject of a complaint filed with the Securities and Exchange Commission in 2022 inquiring whether the company’s
claim to prohibit forest degradation is materially misleading to investors. In May, P&G’s most recent Forest Commodities Policy
removed the statement regarding prohibition of forest degradation in its pulp supply chain along with its prohibition of Intact
Forest Landscape sourcing in its palm oil supply chain, but the Company continues to point to those claims in other documents on its investor
website.1
In 2020, 67% of P&G’s voting shareholders
supported a resolution calling on P&G to “issue a report assessing if and how it could increase the scale, pace, and rigor of
its efforts to eliminate deforestation and the degradation of intact forests in its supply chains.” Instead, under current leadership
the company has delivered weak and internally inconsistent policy and issued statements that obfuscate the continued risk associated with
its procurement of forest commodities,2 leaving the company’s actions to address forest risk incoherent and inadequate.
P&G’s latest Forest Commodities Policy also places P&G behind peers and attracts negative media, which creates financial
risk for us as shareholders.3 Recent negative press, including articles in Reuters and AdWeek and a three-part
series that aired on Cincinnati’s local ABC affiliate, demonstrate that P&G’s inadequate steps to mitigate deforestation
and forest degradation leave the company vulnerable to reputational risk.
_____________________________
1 Procter & Gamble. May, 2023. Forest
Commodities Policy. https://s1.q4cdn.com/695946674/files/doc_downloads/esg/2023/P-G-Forest-Commodities-Policy-May-2023.pdf
2 Procter & Gamble. August 28, 2020.
Proxy Statement. https://d18rn0p25nwr6d.cloudfront.net/CIK-0000080424/e46a5261-c158-4811-b6d7-02f0935d5aa3.pdf;
U.S. SEC. October 15, 2020. Form 8K. https://www.sec.gov/ix?doc=/Archives/edgar/data/0000080424/000008042420000076/annual2020sharemtgvote.htm
3 DiNapoli, Jessica. July 26, 2023. “Focus:
P&G drops forest pledge, drawing ire of green groups, investors.” Reuters. https://www.reuters.com/sustainability/pg-drops-forest-pledge-drawing-ire-green-groups-investors-2023-07-26/;
Lundstrum, Kathryn. August 23, 2023. “P&G Dropped Its Pledge Against Forest Degradation. That Could Hurt Its Brands in the Long
Run.” Adweek. https://www.adweek.com/brand-marketing/pg-dropped-its-pledge-against-forest-degradation-that-could-hurt-its-brands-in-the-long-run/;
Monk, Dan. July 19, 2023. “Despite a decade of effort, P&G can’t please activists on deforestation.” WCPO TV.
https://www.wcpo.com/news/local-news/i-team/despite-a-decade-of-effort-p-g-cant-please-activists-on-deforestation
New regulations prohibiting the sale of products
contributing to forest degradation and deforestation in the EU, and a similar bill proposed in New York State, have escalated P&G’s
regulatory risk.4 The increasing severity of extreme weather events, including the record-setting wildfires in Canada threaten
global supply chains, and as a result, P&G’s bottom line.5 P&G’s own unsustainable sourcing of pulp from
the boreal forest in Canada both contributes to the climate crisis and weakens forest resilience, both of which are widely agreed to be
key drivers of the wildfires that will likely impact the company’s pulp supply chain moving forward.
As P&G shareholders, we have a reasonable
expectation of engagement regarding the company’s response to reputational, regulatory, supply chain and financial risks. In 2022,
we initiated a dialogue with P&G CEO Mr. Moeller and several of his staff, and looked forward to continuing an ongoing, transparent
discussion about the company’s efforts to improve the sustainability of the company’s forest supply chains. Our anticipated
dialogue has not come to fruition, even while the company has yet to deliver coherent action to address the risks that concern us. In
fact, other than setting up a meeting, the company has not acted upon a letter we delivered to Mr. Moeller from the Pargamanan-Bintang
Maria Indigenous community in Sumatra, who allege that their lands have been deforested by P&G’s value chain.6
We are deeply concerned that P&G is not effectively
communicating a coherent policy regarding the highly material risks caused by supply chain deforestation and forest degradation, and therefore
regarding the capability of P&G’s board to effectively manage risk and shareholder concerns. We are focusing our concern on
particular board members with significant collective influence and oversight responsibilities regarding P&G’s management of
these issues. These directors include CEO and Board Chair Jon Moeller; the Lead Director, Joe Jimenez; the Chair of the Governance and
Public Responsibility Committee, Angela Braly; and the longest tenured director, Patricia Woertz.
_____________________________
4 European Commission. “Deforestation-free
products.” https://environment.ec.europa.eu/topics/forests/deforestation/regulation-deforestation-free-products_en;
The New York State Senate. “Senate Bill S4859A.” https://www.nysenate.gov/legislation/bills/2023/S4859/amendment/A
5 Leslie, Jacques. March 10, 2022. “How
Climate Change is Disrupting the Global Supply Chain.” YaleEnvironment360. https://e360.yale.edu/features/how-climate-change-is-disrupting-the-global-supply-chain
6 Martin, Maggie. October 7, 2021. “P&G
Touching Lives - Destroying Life?” Rainforest Action Network. https://www.ran.org/the-understory/pg-touching-lives-destroying-life/
This concern reflects a failure of strategy and
corporate governance, for which long-term investors should hold the directors accountable. Therefore, we urge you to oppose the reelection
of CEO and Board Chair Jon Moeller; the Lead Director Joe Jimenez; the Chair of the Governance and Corporate Responsibility Committee,
Angela Braly; and the longest tenured director, Patricia Woertz, (Items 1.k, 1,f, 1.d, and 1.n)
Sincerely,
James R. Epstein
Justine Epstein
Jules Feeney
Christopher Matthews
Eleanor Van Buren
Thomas Van Buren
Kyla Van Buren
Hunter Knight
Linda Draper
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