NOTICE OF EXEMPT SOLICITATION (VOLUNTARY SUBMISSION)
NAME OF REGISTRANT: Procter & Gamble
NAME OF PERSON RELYING ON EXEMPTION: Natural Resources Defense
Council
ADDRESS OF PERSON RELYING ON EXEMPTION: 1152 15th
Street NW, Suite 300, Washington, DC 20005
Written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated
under the Securities Exchange Act of 1934. Submission is not required of this filer under the terms of the Rule, and is made voluntarily.
The Descendants
of P&G’s Founders Are Right: Its Board Needs Overhaul1
At the 2023 shareholder
meeting, P&G’s shareholders should oppose Jon Moeller, Joe Jimenez, Angela Braly, and Patricia Woertz in their election to the
board
September 11, 2023
By Shelley Vinyard, Boreal Corporate Campaign
Director
Three years after the passage of a landmark
shareholder proposal, Procter & Gamble (P&G) has fallen even more out of step with its competitors in addressing forest and
human rights risks.2 In a rapidly shifting policy landscape wherein governments are taking major steps to hold companies
accountable for their contributions to deforestation, forest degradation, and human rights abuses, P&G’s inaction puts the company
at risk of not only losing market share but also facing significant regulatory consequences.3 All the while, P&G’s
current sourcing continues to drive rampant habitat loss, human rights abuses, and increased climate emissions.
That’s why, in advance of P&G’s 2023 annual shareholder
meeting, descendants of P&G’s founders are urging all shareholders to oppose four key members of P&G’s Board
of Directors: CEO and Board Chair Jon Moeller, Lead Director Joe Jimenez, Governance and Public Responsibility Committee Chair Angela
Braly, and longest-serving board member Patricia Woertz.4
_____________________________
1 Vinyard, Shelley. September 12, 2023. “The Descendants
of P&G’s Founders Are Right: Its Board Needs Overhaul.” Natural Resources Defense Council. https://www.nrdc.org/bio/shelley-vinyard/descendants-pgs-founders-are-right-its-board-needs-overhaul.
2 Vinyard, Shelley. October 14, 2020. “Investors’
Directive to P&G: Stop Driving Deforestation.” Natural Resources Defense Council. https://www.nrdc.org/bio/shelley-vinyard/investors-directive-pg-stop-driving-deforestation.
3 Skene, Jennifer. December 6, 2022. “Landmark EU
Law Enshrines Protections for Primary Forests.” Natural Resources Defense Council. https://www.nrdc.org/bio/jennifer-skene/landmark-eu-law-enshrines-protections-primary-forests.
4 Exempt solicitation filed by nine descendants of the founders
of Procter & Gamble. September 11, 2023. https://www.sec.gov/Archives/edgar/data/80424/000121465923012239/e911230px14a6g.htm. Accessed
September 12, 2023
Because the 2020 shareholder proposal filed by Green Century Capital
Management was the first resolution related to forest protection to pass in any corporation’s history, P&G’s leadership
has had more time to respond to shareholder concerns about forest sourcing risk and more clear direction
from shareholders than practically any other company in the world.5 The two-thirds of shareholders voting for the measure delivered
a resounding message to P&G: that the company needs to act to mitigate the material risk created by forest degradation and deforestation
in its supply chains.
Instead of taking this time
to deliver meaningful improvements, the company has made numerous misleading statements to its investors and the public and perpetuated
a culture of intransigence and deflection, indicating this is a failure at the top.
The descendants of P&G’s founders
William Procter and James Gamble have taken up the responsibility to push the company toward leadership that reflects the values
of their ancestors.6 As shareholders themselves, they have a deep understanding of the financial implications of P&G’s
current approach as well as how the company has engaged with shareholders both historically and recently. As descendants of the company’s
founders, they uniquely understand the historic role the company has played in the consumer goods industry. In a letter the descendants sent
to shareholders yesterday, they write:7
“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.”
_____________________________
5 Press Statement. October 13, 2020. “P&G Shareholders
Resoundingly Support Deforestation Proposal.” Green Century Capital Management. https://www.greencentury.com/pg-shareholders-resoundingly-support-deforestation-proposal/#:~:text=Boston%2C%20October%2013%2C%202020%20%E2%80%94,degradation%20in%20its%20supply%20chain.
6 Monk, Dan. Published July 18, 2023, updated July 21, 2023.
“Founding Families Press Procter & Gamble to Save the World’s Forests.” WCPO. https://www.wcpo.com/news/local-news/i-team/founding-families-press-procter-gamble-co-to-save-the-worlds-forests.
7 Exempt solicitation filed by nine descendants of the founders
of Procter & Gamble. September 11, 2023. https://www.sec.gov/Archives/edgar/data/80424/000121465923012239/e911230px14a6g.htm. Accessed
September 12, 2023
They are right. P&G has yet to deliver
meaningful and robust action to address their substantial forest sourcing risk. Instead P&G:
| · | Continues to source from threatened species habitat and primary forests,
and for the better part of the last two years has claimed to prohibit forest degradation, a misleading statement that led NRDC to file
a complaint against the company with the Securities and Exchange Commission.8 |
| · | Claimed that there is too little consensus
in definitions of forest degradation to maintain a policy addressing forest degradation risk. In contrast, P&G’s competitor
Unilever defines degradation in its policy and uses that definition in enforcement.9 In addition, scientists
have established that there are undisputed categories of forest degradation–including practices that P&G’s sourcing
continues to drive.10 |
| · | Has exaggerated the extent to which it is purchasing fiber from
FSC-certified forests, and has also claimed to lead in FSC sourcing, when in fact it is behind one of its main competitors, Kimberly-Clark.11 |
| · | Issued vague policy language that does not guarantee Indigenous
rights are upheld.12 |
| · | Created a non-compliance protocol that lacks the bare minimum details
necessary to provide clarity on what actions it will take in instances of non-compliance. |
| · | Delivered a climate emissions plan that aligns it with a path
toward a 3 degree warming scenario in large part due to its failure to address upstream emissions from commodities including wood
pulp and palm oil.13 This outcome is worse than many of its peers. |
_____________________________
8 Complaint filed with
U.S. Securities and Exchange Commission regarding statements made to shareholders by Procter & Gamble regarding its forest sourcing
policies. November 30, 2022. https://www.nrdc.org/sites/default/files/media-uploads/pg_complaint_11.30.22.pdf.
9 People & Nature
Policy Guidelines. December 2020. Unilever. https://www.unilever.com/files/origin/feb620cbd18c28406b9093144f24648a695874e5.pdf/unilever-people-and-nature-policy.pdf.
Accessed September 13, 2023.
10 “Letter from
Scientists to the Signatories of the Glasgow Leaders’ Declaration on Forests and Land Use,” November 2022. https://www.nrdc.org/sites/default/files/media-uploads/scientists_letter_to_glasgow_declaration_signatories_nov_2022_final.pdf.
11 “Investor Brief:
Procter & Gamble Again Fails Forests, Climate, and Human Rights,” August 24, 2023. Natural Resources Defense Council, Friends
of the Earth US, Rainforest Action Network, and Eko. https://www.nrdc.org/sites/default/files/2023-09/investor-brief-pg-fails-forests-climate-human-rights-20230824.pdf.
12
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
13 Visinovschi, Ion.
August 2023. “Climate Transition: Unilever Leads; Colgate and P&G Lag.” Planet Tracker. https://planet-tracker.org/wp-content/uploads/2023/08/FMCG-climate-transition.pdf.
In P&G’s most recent annual shareholder meeting, Mr.
Moeller, Ms. Braly, and Ms. Woertz have faced Vote No recommendations. Their individual track records, including their roles outside
P&G’s board and tenure throughout the company’s failed shareholder response, reinforce their unsuitability for the board.
Mr. Jimenez faces a Vote No for the first time this year, having presided over the company’s problematic approach as Lead
Director for the past two years. In this time, the board has not only failed to adequately respond to shareholders’ concerns related
to the company’s forest sourcing, but has also rewarded P&G’s executive leadership for its performance
on ESG-related issues through ESG-specific bonuses.14
P&G has ignored its shareholders
for too long and now is clearly behind the times and behind its peers. The challenges the company has faced over the past three years
will only grow in the face of additional policy changes, increased public scrutiny, further marketplace shifts, and worsening environmental
impacts, if the company continues on its current path. To better position the company to address these longstanding and growing
risks, shareholders must oppose Mr. Moeller, Mr. Jimenez, Ms. Braly, and Ms. Woertz.
THIS IS NOT A SOLICITATION OF AUTHORITY TO VOTE YOUR PROXY. PLEASE
DO NOT SEND YOUR PROXY TO NRDC. TO VOTE YOUR PROXY, FOLLOW THE INSTRUCTIONS ON YOUR PROXY CARD.
_____________________________
14 “2023 Proxy Statement.” August 25, 2023. Procter
& Gamble. https://s1.q4cdn.com/695946674/files/doc_financials/2023/ar/2023-Bookmarked-Proxy.pdf.
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