Procter & Gamble Company filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits

THE PROCTER & GAMBLE COMPANY

 

☐	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))

On July 28, 2025, The Procter & Gamble Company (the "Company") announced the following executive changes:

Jon Moeller, Chairman of the Board, President and Chief Executive Officer, will transition into the role of Executive Chairman of the Board, effective January 1, 2026, to serve at the pleasure of the Board of Directors.

Shailesh Jejurikar (age 58), currently Chief Operating Officer, has been elected President and Chief Executive Officer, effective January 1, 2026, to serve at the pleasure of the Board of Directors. The Board has also nominated Mr. Jejurikar to stand for election to the Board at the Company’s annual shareholder meeting in October 2025, to be effective upon conclusion of the annual meeting.

Mr. Jejurikar joined the Company in 1989 and has held positions of increasing responsibility since that time. Most recently, he has served as Chief Operating Officer (2021 – present). Previously, he served as Chief Executive Officer, Global Fabric and Home Care, and Executive Sponsor, Global Sustainability (2019 – 2021).

Effective January 1, 2026, Mr. Jejurikar will receive an annual base salary of U.S. $1.6 million and will participate in the Company's annual incentive program with a target award equal to 200% of base salary. In relation to his election and in connection with the Company’s annual equity grant cycle, the Board of Directors approved a long-term incentive award valued at $14 million, with approximately 50% of the long-term incentive value in the Company’s Performance Stock Program and 50% in the Long-Term Incentive Program. Going forward, Mr. Jejurikar will continue to receive equity grants under the Company's long-term incentive program commensurate with his position and on the same timing as other executive officers and will participate in all other elements of the Company's executive compensation and benefit programs (including as a vested participant in the Company's retirement program). Those programs are outlined in the Company's definitive proxy statement dated August 23, 2024. If elected to the Board by shareholders in October 2025, Mr. Jejurikar will not receive any fees for his service on the Board of Directors.

Effective January 1, 2026, Mr. Moeller will receive an annual base salary of U.S. $1.2 million and will participate in the Company's annual incentive program with a target award equal to 150% of base salary. In relation to his election and in connection with the Company’s annual equity grant cycle, the Board of Directors approved a long-term incentive award valued at $15 million, with approximately 50% of the long-term incentive value in the Company’s Performance Stock Program and 50% in the Long-Term Incentive Program. Going forward, Mr. Moeller will continue to receive equity grants under the Company's long-term incentive program commensurate with his position and on the same timing as other executive officers and will participate in all other elements of the Company's executive compensation and benefit programs (including as a vested participant in the Company's retirement program). Those programs are outlined in the Company's definitive proxy statement dated August 23, 2024.

The Company is filing the information under this item pursuant to Item 5.02, "Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers."

 

 

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
	July 28, 2025