[8-K] PROCTER & GAMBLE Co Reports Material Event

Rhea-AI Filing Summary

The Procter & Gamble Company reported that shareholders approved the 2025 Stock and Incentive Compensation Plan, which authorizes awards covering up to 175,000,000 shares of common stock. The plan permits grants of stock, RSUs, PSUs, options, and SARs, and also allows use of any shares remaining available under the 2019 plan.

At the October 14, 2025 Annual Meeting, all director nominees were elected. Shareholders ratified the independent auditor, and the advisory Say on Pay vote was approved. A shareholder proposal requesting additional reporting on plastic packaging did not pass.

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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): October 16, 2025 (October 14, 2025)

___________________________________

The Procter & Gamble Company

(Exact name of registrant as specified in its charter)

___________________________________

Ohio (State or other jurisdiction of incorporation or organization)			001-00434 (Commission File Number)			31-0411980 (I.R.S. Employer Identification Number)
One Procter & Gamble Plaza Cincinnati, Ohio 45202
(Address of principal executive offices and zip code)
(513) 983-1100
(Registrant's telephone number, including area code)

___________________________________

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			Name of each exchange on which registered
Common Stock without Par Value			PG			NYSE
0.110% Notes due 2026			PG26D			NYSE
3.25% EUR Notes due 2026			PG26F			NYSE
4.875% EUR Notes due May 2027			PG27A			NYSE
1.200% Notes due 2028			PG28			NYSE
3.150% EUR Notes due 2028			PG28B			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
3.250% EUR Notes due 2031			PG31B			NYSE
5.250% GBP Notes due January 2033			PG33			NYSE
3.200% EUR Notes due 2034			PG34C			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 12b-2 of the Exchange Act.

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition 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.

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)

10.1 - The Procter & Gamble 2025 Stock and Incentive Compensation Plan

FAQ

What did PG shareholders approve regarding equity compensation?

They approved the 2025 Stock and Incentive Compensation Plan, authorizing awards for up to 175,000,000 shares of common stock.

What award types are included in P&G's 2025 Stock Plan (PG)?

The plan permits common stock, restricted stock units, performance stock units, stock options, and stock appreciation rights.

Did Procter & Gamble (PG) shareholders approve Say on Pay?

Yes. The advisory vote on executive compensation was approved.

Were all PG director nominees elected at the 2025 meeting?

Yes. Each nominee listed was elected to a one-year term.

Was the auditor ratification for PG approved?

Yes. Shareholders ratified the appointment of the independent registered public accounting firm.

What happened to the PG plastic packaging reporting proposal?

The shareholder proposal requesting additional reporting on plastic packaging was not approved.

Can unused shares from PG's 2019 plan be granted under the 2025 plan?

Yes. The 2025 plan permits awards using any shares that remain available under the 2019 plan.