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)
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Securities registered pursuant to Section 12(b) of the Act:
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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
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Emerging growth company
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| 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.”