Form 8-K - Current report

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): December 13, 2023 (December 12, 2023)

THE PROCTER & GAMBLE COMPANY

(Exact Name of Registrant as Specified in Its Charter)

Ohio		001-00434		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, 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	NYSE
0.500% Notes due 2024	PG24A	NYSE
0.625% Notes due 2024	PG24B	NYSE
1.375% Notes due 2025	PG25	NYSE
0.110% Notes due 2026	PG26D	NYSE
3.25% EUR Notes due 2026	PG26E	NYSE
4.875% EUR notes due May 2027	PG27A	NYSE
1.200% Notes due 2028	PG28	NYSE
1.250% Notes due 2029	PG29B	NYSE
1.800% Notes due 2029	PG29A	NYSE
6.250% GBP notes due January 2030	PG30	NYSE
0.350% Notes due 2030	PG30C	NYSE
0.230% Notes due 2031	PG31A	NYSE
3.25% EUR Notes due 2031	PG31B	NYSE
5.250% GBP notes due January 2033	PG33	NYSE
1.875% Notes due 2038	PG38	NYSE
0.900% Notes due 2041	PG41	NYSE

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.

On December 12, 2023, the Board of Directors of The Procter & Gamble Company (the “Company”) appointed Ashley McEvoy, former Executive Vice President, Worldwide Chairman of MedTech at Johnson & Johnson, as a Director of the Company, effective December 12. Ms. McEvoy will serve on the Compensation & Leadership Development and Innovation & Technology Committees.

The Board has determined that Ms. McEvoy is independent under the NYSE listing standards and the Company’s Independence Guidelines. Ms. McEvoy will receive the same compensation as the other non-employee members of the Board of Directors, including a pro-rated annual RSU grant that reflects her December appointment date. The Company’s Director compensation program is described in the Company’s definitive proxy statement dated August 25, 2023.

The Company is filing the information under this item pursuant to Item 5.02(d), “Election of Directors.”

ITEM 7.01 REGULATION FD DISCLOSURE

The Company issued a news release on December 13, 2023, announcing the appointment of Ms. McEvoy. A copy of this news release is furnished as Exhibit 99.1.

The Company is furnishing the information under this item, including Exhibit 99.1, pursuant to Item 7.01, “Regulation FD Disclosure.”

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit Number		Description
99.1		Director News Release by The Procter & Gamble Company dated December 13, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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

December 13, 2023

INDEX TO EXHIBIT(S)

Exhibit Number		Description
99.1		Director News Release by The Procter & Gamble Company dated December 13, 2023.

News Release		The Procter & Gamble Company
		One P&G Plaza
		Cincinnati, OH 45202

P&G APPOINTS ASHLEY MCEVOY TO BOARD OF DIRECTORS

Appointment Deepens Board Expertise in Global Consumer Health Care

	CINCINNATI, December 13, 2023 – The Procter & Gamble Company (NYSE:PG) today announced that its Board of Directors has appointed Ashley McEvoy, former Executive Vice President, Worldwide Chairman of MedTech at Johnson & Johnson, to the Company’s Board of Directors, effective December 12, 2023. During her nearly three-decade career with Johnson & Johnson, Ms. McEvoy most recently led its $27 billion Medical Devices segment, which is the world’s second-largest medical devices business. In this capacity she spearheaded efforts to develop integrated, digitized solutions to improve outcomes for millions of people around the world. This includes having led the business’ entrance into telehealth, robotics, and digital surgery, and deployment of more than $20 billion in M&A activity in recent years to grow the business portfolio. She previously served as Johnson & Johnson’s Group Chairman, Consumer Medical Devices; Group Chairman, Vision Care; Worldwide President, Ethicon Products; President, McNeil Consumer Healthcare; and various management, marketing and brand management roles in OTC and other consumer health care. “Ashley’s transformative leadership, track record of innovation and breadth of experience in serving consumers and growing markets will be an asset to P&G. Her expertise will further strengthen the capability of our Board as we improve the lives of consumers around the world,” said Jon Moeller, P&G’s Chairman of the Board, President and Chief Executive Officer.

	About Procter & Gamble P&G serves consumers around the world with one of the strongest portfolios of trusted, quality, leadership brands, including Always®, Ambi Pur®, Ariel®, Bounty®, Charmin®, Crest®, Dawn®, Downy®, Fairy®, Febreze®, Gain®, Gillette®, Head & Shoulders®, Lenor®, Olay®, Oral-B®, Pampers®, Pantene®, SK-II®, Tide®, Vicks®, and Whisper®. The P&G community includes operations in approximately 70 countries worldwide. Please visit https://www.pg.com for the latest news and information about P&G and its brands. For other P&G news, visit us at https://www.pg.com/news.
# # #

P&G Media Contacts:

Jennifer Corso

corso.jj@pg.com

Document and Entity Information	Dec. 13, 2023
Entity Listings [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 13, 2023
Entity File Number	001-00434
Entity Registrant Name	THE PROCTER & GAMBLE COMPANY
Entity Central Index Key	0000080424
Entity Incorporation, State or Country Code	OH
Entity Tax Identification Number	31-0411980
Entity Address, Address Line One	One Procter & Gamble Plaza
Entity Address, City or Town	Cincinnati
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	45202
City Area Code	513
Local Phone Number	983-1100
Title of 12(b) Security	Common Stock without Par Value
Trading Symbol	PG
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
0.500% Notes due 2024 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	0.500% Notes due 2024
Trading Symbol	PG24A
Security Exchange Name	NYSE
0.625% Notes due 2024 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	0.625% Notes due 2024
Trading Symbol	PG24B
Security Exchange Name	NYSE
1.375% Notes due 2025 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	1.375% Notes due 2025
Trading Symbol	PG25
Security Exchange Name	NYSE
0.110% Notes due 2026 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	0.110% Notes due 2026
Trading Symbol	PG26D
Security Exchange Name	NYSE
3.25% EUR Notes due 2026 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	3.25% EUR Notes due 2026
Trading Symbol	PG26E
Security Exchange Name	NYSE
4.875% EUR notes due May 2027 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	4.875% EUR notes due May 2027
Trading Symbol	PG27A
Security Exchange Name	NYSE
1.200% Notes due 2028 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	1.200% Notes due 2028
Trading Symbol	PG28
Security Exchange Name	NYSE
1.250% Notes due 2029 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	1.250% Notes due 2029
Trading Symbol	PG29B
Security Exchange Name	NYSE
1.800% Notes due 2029 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	1.800% Notes due 2029
Trading Symbol	PG29A
Security Exchange Name	NYSE
6.250% GBP notes due January 2030 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	6.250% GBP notes due January 2030
Trading Symbol	PG30
Security Exchange Name	NYSE
0.350% Notes due 2030 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	0.350% Notes due 2030
Trading Symbol	PG30C
Security Exchange Name	NYSE
0.230% Notes due 2031 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	0.230% Notes due 2031
Trading Symbol	PG31A
Security Exchange Name	NYSE
3.25% EUR Notes due 2031 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	3.25% EUR Notes due 2031
Trading Symbol	PG31B
Security Exchange Name	NYSE
5.250% GBP notes due January 2033 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	5.250% GBP notes due January 2033
Trading Symbol	PG33
Security Exchange Name	NYSE
1.875% Notes due 2038 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	1.875% Notes due 2038
Trading Symbol	PG38
Security Exchange Name	NYSE
0.900% Notes due 2041 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	0.900% Notes due 2041
Trading Symbol	PG41
Security Exchange Name	NYSE