PGPROCTER & GAMBLE CO
8-K5.025.079.01

Oct 16, 2025

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PG 8-K: Smart Summary

96% reduction

At the Annual Meeting of Shareholders held on October 14, 2025, shareholders of The Procter & Gamble Company approved The Procter & Gamble 2025 Stock and Incentive Compensation Plan, which was submitted to shareholders following Board approval on August 12, 2025.

Item 5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

Executive Compensation

  • The Procter & Gamble 2025 Stock and Incentive Compensation Plan — Authorizes the award of up to 175,000,000 shares of the Company's common stock, plus any shares remaining available under The Procter & Gamble 2019 Stock and Incentive Compensation Plan as of the effective date; award types include common stock, restricted stock units, performance stock units, stock options, and stock appreciation rights; plan becomes effective upon shareholder approval and terminates ten (10) years from the effective date; maximum shares for Options or SARs granted to any Employee Participant in any calendar year is 2,000,000 shares; maximum shares for non-Option/SAR Awards denominated in shares granted to any Employee Participant in any calendar year is 400,000 shares; maximum cash for Awards denominated in cash granted to any Employee Participant in any calendar year is $20,000,000; maximum value of shares with respect to which Options or other Awards may be granted to any Non-employee Director in any calendar year shall not exceed $1,000,000; no more than 100,000,000 shares available for delivery with respect to Incentive Stock Options; full value Awards to be settled in shares counted as five (5) shares for each share awarded; minimum vesting period of at least one (1) year for each Award, with exceptions for death, Change in Control, and up to 5% of shares available for issuance

Item 5.07: Submission of Matters to a Vote of Security Holders

Director Elections

  • Allen, B. Marc — 1,641,593,836 for / 30,733,501 against (96.8% approval)
  • Arnold, Craig — 1,659,592,471 for / 12,862,587 against (98.5% approval)
  • Biggs, Brett — 1,644,255,917 for / 27,864,284 against (97.0% approval)
  • Bonini, Sheila — 1,645,914,558 for / 26,767,428 against (97.1% approval)
  • Chang, Amy L. — 1,646,845,751 for / 25,231,395 against (97.2% approval)
  • Jejurikar, Shailesh — 1,658,214,765 for / 13,733,328 against (98.4% approval)
  • Jimenez, Joseph — 1,632,774,150 for / 39,321,857 against (96.3% approval)
  • Kempczinski, Christopher — 1,609,309,726 for / 62,825,032 against (95.3% approval)
  • Lee, Debra L. — 1,641,187,922 for / 30,904,430 against (96.8% approval)
  • McCarthy, Christine M. — 1,612,379,591 for / 60,308,803 against (95.4% approval)
  • McEvoy, Ashley — 1,658,543,759 for / 13,661,354 against (98.5% approval)
  • Moeller, Jon R. — 1,601,057,047 for / 64,196,316 against (94.6% approval)
  • Portman, Robert J. — 1,639,611,111 for / 32,755,390 against (96.7% approval)
  • Subramaniam, Rajesh — 1,646,446,064 for / 25,186,498 against (97.2% approval)

Management Proposals

  • Ratify Appointment of the Independent Registered Public Accounting Firm — 1,894,297,538 for / 126,992,854 against / 10,545,650 abstain (93.5% approval) — passed
  • Advisory Vote to Approve the Company's Executive Compensation (Say on Pay) — 1,534,984,603 for / 129,176,624 against / 14,218,114 abstain (92.2% approval) — passed
  • Approval of The Procter & Gamble 2025 Stock and Incentive Compensation Plan — 1,586,240,525 for / 81,892,084 against / 10,246,732 abstain (95.1% approval) — passed

Shareholder Proposals

  • Shareholder Proposal Requesting Additional Reporting on Plastic Packaging — 230,471,871 for / 1,423,774,151 against / 24,133,319 abstain (13.9% approval) — failed
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