UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): February 10, 2021 (February 9, 2021)
(Exact Name of Registrant as Specified in Charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of Principal Executive Offices, and Zip Code)
Registrant’s Telephone Number, Including Area Code
(Former Name or Former
Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Trading Symbol(s)
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Name of each exchange on which registered
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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 Exchange Act of 1934
(§240.12b-2 of this chapter).
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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 February 9, 2021, the Board of Directors of The Procter & Gamble Company (the “Company”) appointed B. Marc Allen, chief strategy officer and senior vice president of
Strategy and Corporate Development at The Boeing Company, as a Director of the Company, effective February 10, 2021. Mr. Allen will serve on the Audit and Innovation & Technology Committees.
The Board has determined that Mr. Allen is independent under the NYSE listing standards and the Company’s Independence Guidelines. Mr. Allen will receive the same compensation as
the other non-employee members of the Board of Directors. The Company’s Director compensation program is described in the Company’s definitive proxy statement dated August 28, 2020.
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 February 10, 2021, announcing the appointment of Mr. Allen. 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.”
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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Exhibit Number
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Description
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99.1
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Director Appointment Press Release by The Procter & Gamble Company dated February 10, 2021 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
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THE PROCTER & GAMBLE COMPANY
BY: /s/ Sandra T. Lane
Sandra T. Lane
Assistant Secretary
February 10, 2021
INDEX TO EXHIBIT(S)
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Exhibit Number
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Description
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