8-K

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) June 1, 2016

THE PROCTER & GAMBLE COMPANY

(Exact name of registrant as specified in its charter)

Ohio	1-434	31-0411980
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

One Procter & Gamble Plaza, Cincinnati, Ohio	45202
(Address of principal executive offices)	Zip Code

(513) 983-1100	45202
(Registrant's telephone number, including area code)	Zip Code

☐	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))

ITEM 5.02    DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On June 1, 2016, The Procter & Gamble Company (the "Company") announced that A.G. Lafley, Executive Chairman of the Board, will retire from the Company, effective June 30, 2016. The Company also announced that David Taylor, currently President and Chief Executive Officer and a member of the Board, has been appointed Chairman of the Board, in addition to his current responsibilities, effective July 1, 2016, to serve at the pleasure of the Board of Directors (the "Board").

A copy of the Company's press release announcing these changes is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In conjunction with Mr. Lafley's retirement, the Board approved a resolution to reduce the size of the Board from 12 to 11 Directors. The non-employee Directors also voted to reappoint W. James McNerney, Jr. as the independent Lead Director for fiscal year 2016-17.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS.

(d)  Exhibits.
Exhibit Number	Description
99.1	Press release dated June 1, 2016

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/ Susan S. Whaley
	Susan S. Whaley
	Assistant Secretary
	June 1, 2016

INDEX TO EXHIBIT(S)

Exhibit Number	Description
99.1	Press release dated June 1, 2016

EX-99.1 CHARTER

DAVID S. TAYLOR APPOINTED CHAIRMAN OF P&G BOARD OF DIRECTORS

Executive Chairman A.G. Lafley to Retire

CINCINNATI, June 1, 2016 - The Procter & Gamble Company (NYSE:PG) today announced that David S. Taylor has been appointed Chairman of the Board, effective July 1, 2016.  Taylor assumes the position in addition to his role as President and CEO following the retirement of current Executive Chairman A.G. Lafley, who was named as Chairman, President and CEO in 2013.

"I want to recognize and thank A.G. for his legacy of leadership at P&G," said Mr. Taylor. "Over the past three years in particular, A.G. was instrumental in leading our strategic, leadership and cultural transformation, rationalizing our portfolio, instituting a productivity mindset, and building our global leadership team. We are now better positioned for the long term to address both the challenges and opportunities before us."

Taylor joined P&G in 1980. He has helped to build many of P&G's core businesses, including Baby Care, Family Care, Hair Care and Home Care. He has led global businesses, and lived and worked in North America, Europe, and Asia. Prior to being named CEO, Taylor served as Group President of Global Beauty, Grooming and Health Care. Previously, Mr. Taylor was responsible for Family Care and Home Care, both of which delivered consistent double-digit profit and mid-single-digit sales growth under his leadership. Taylor and Lafley have worked closely together in the past year on the Company's strategy to strengthen and focus P&G's business and brand portfolio.

Lafley served as CEO from 2000 to 2009, and returned from retirement to serve as CEO again from 2013-2015. From 2015, as Executive Chairman, Lafley led the Board of Directors and provided advice and counsel on Company and business strategies, portfolio choices, and organization decisions.

About Procter & Gamble

P&G serves consumers around the world with one of the strongest portfolios of trusted, quality, leadership brands, including Always®, Ambi Pur®, Ariel®, Bounty®, Charmin®, Crest®, Dawn®, Downy®, Fairy®, Febreze®, Gain®, Gillette®, Head & Shoulders®, Lenor®, Olay®, Oral-B®, Pampers®, Pantene®, SK-II®, Tide®, Vicks®, and Whisper®.  The P&G community includes operations in approximately 70 countries worldwide. Please visit http://www.pg.com for the latest news and information about P&G and its brands.

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