Procter & Gamble Company filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$PG
Package Goods/Cosmetics
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 16, 2025 (October 14, 2025)
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Annual Meeting of Shareholders of The Procter & Gamble Company (the "Company”), held on October 14, 2025, the Company’s shareholders approved The Procter & Gamble 2025 Stock and Incentive Compensation Plan (the “2025 Stock Plan”). The 2025 Stock Plan authorizes the award of up to 175,000,000 shares of the Company's common stock. Types of awards authorized under the 2025 Stock Plan include common stock, restricted stock units, performance stock units, stock options, and stock appreciation rights. In addition, the 2025 Stock Plan permits the award of any shares that remain available under The Procter & Gamble 2019 Stock and Incentive Compensation Plan, approved by shareholders on October 8, 2019.
The Board of Directors approved the 2025 Stock Plan for submission to shareholders on August 12, 2025. In addition to the above description, a summary of the 2025 Stock Plan is provided in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on August 29, 2025. These descriptions are qualified in their entirety by reference to the 2025 Stock Plan, a copy of which is filed as Exhibit 10.1 to this Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders
On October 14, 2025, the Company held its 2025 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 | |||||||||||
| Allen, B. Marc | 1,641,593,836 | 30,733,501 | 6,052,004 | 353,456,701 | ||||||||||
| Arnold, Craig | 1,659,592,471 | 12,862,587 | 5,924,283 | 353,456,701 | ||||||||||
| Biggs, Brett | 1,644,255,917 | 27,864,284 | 6,259,140 | 353,456,701 | ||||||||||
| Bonini, Sheila | 1,645,914,558 | 26,767,428 | 5,697,355 | 353,456,701 | ||||||||||
| Chang, Amy L. | 1,646,845,751 | 25,231,395 | 6,302,195 | 353,456,701 | ||||||||||
| Jejurikar, Shailesh | 1,658,214,765 | 13,733,328 | 6,431,248 | 353,456,701 | ||||||||||
| Jimenez, Joseph | 1,632,774,150 | 39,321,857 | 6,283,334 | 353,456,701 | ||||||||||
| Kempczinski, Christopher | 1,609,309,726 | 62,825,032 | 6,244,583 | 353,456,701 | ||||||||||
| Lee, Debra L. | 1,641,187,922 | 30,904,430 | 6,286,989 | 353,456,701 | ||||||||||
| McCarthy, Christine M. | 1,612,379,591 | 60,308,803 | 5,690,947 | 353,456,701 | ||||||||||
| McEvoy, Ashley | 1,658,543,759 | 13,661,354 | 6,174,228 | 353,456,701 | ||||||||||
| Moeller, Jon R. | 1,601,057,047 | 64,196,316 | 13,125,978 | 353,456,701 | ||||||||||
| Portman, Robert J. | 1,639,611,111 | 32,755,390 | 6,012,840 | 353,456,701 | ||||||||||
| Subramaniam, Rajesh | 1,646,446,064 | 25,186,498 | 6,746,779 | 353,456,701 | ||||||||||
Proposal 2- Ratify Appointment of the Independent Registered Public Accounting Firm.
The proposal was approved.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 1,894,297,538 | 126,992,854 | 10,545,650 | 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 | ||||||||
| 1,534,984,603 | 129,176,624 | 14,218,114 | 353,456,701 | ||||||||
Proposal 4 - Approval of The Procter & Gamble 2025 Stock and Incentive Compensation Plan.
The proposal was approved.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 1,586,240,525 | 81,892,084 | 10,246,732 | 353,456,701 | ||||||||
Proposal 5 - Shareholder Proposal Requesting Additional Reporting on Plastic Packaging.
The proposal was not approved.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 230,471,871 | 1,423,774,151 | 24,133,319 | 353,456,701 | ||||||||
The Company is filing this 8-K pursuant to item 5.02(e), “Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers,” and Item 5.07, "Submission of Matters to a Vote of Security Holders."
Item 9.01 - Financial Statements and Exhibits
(d): The following exhibits are being filed herewith:
| Exhibit No. | Description | |||||||
| 10.1 | The Procter & Gamble 2025 Stock and Incentive Compensation Plan | |||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 16th day of October, 2025.
| THE PROCTER & GAMBLE COMPANY | |||||
By: | /s/ Sandra T. Lane | ||||
Name: | Sandra T. Lane | ||||
Title: | Assistant Secretary | ||||
INDEX TO EXHIBIT(S)