Shareholder Vote

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 13, 2023 (October 10, 2023)     THE PROCTER & GAMBLE COMPANY (Exact Name of Registrant as Specified in Its Charter)       Ohio   001-00434   31-0411980 (State or Other Jurisdiction of Incorporation)    (Commission File Number)   (I.R.S. Employer Identification No.)     One Procter & Gamble Plaza , Cincinnati , Ohio 45202   (Address of principal executive offices, including zip code)     513 - 983-1100       (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:     ☐ 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(s)   Name of each exchange on which registered Common Stock without Par Value   PG   NYSE 1.125% Notes due 2023   PG23A   NYSE 0.500% Notes due 2024 PG24A NYSE 0.625% Notes due 2024 PG24B NYSE 1.375% Notes due 2025   PG25   NYSE 0.110% Notes due 2026   PG26D   NYSE 3.25% Notes due 2026   PG26E   NYSE 4.875% EUR notes due May 2027   PG27A   NYSE 1.200% Notes due 2028 PG28 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 3.25% Notes due 2031   PG31B   NYSE 5.250% GBP notes due January 2033   PG33   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 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).     Emerging growth company ☐           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 5.07.   Submission of Matters to a Vote of Security Holders On October 10, 2023, The Procter & Gamble Company (“the Company”), held its 2023 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 (“the Board”).    Votes For  Votes Against Abstentions Broker Non-Votes Allen, B. Marc 1,654,346,944 19,382,073 9,012,730 360,945,057 Biggs, Brett 1,630,197,387 43,226,915 9,317,445 360,945,057 Bonini, Sheila 1,654,219,082 20,272,659 8,250,006 360,945,057 Braly, Angela F. 1,503,628,260 169,818,511 9,294,976 360,945,057 Chang, Amy L. 1,636,001,530 38,700,817 8,039,400 360,945,057 Jimenez, Joseph 1,535,279,219 137,883,617 9,578,911 360,945,057 Kempczinski, Christopher 1,644,376,997 29,676,477 8,688,273 360,945,057 Lee, Debra L. 1,620,521,819 53,904,942 8,314,986 360,945,057 Lundgren, Terry J. 1,612,534,758 61,476,385 8,730,604 360,945,057 McCarthy, Christine M. 1,638,553,190 35,804,930 8,383,627 360,945,057 Moeller, Jon R. 1,511,672,940 157,177,084 13,891,723 360,945,057 Portman, Robert J. 1,652,653,930 22,206,988 7,880,829 360,945,057 Subramaniam, Rajesh 1,647,758,741 26,413,185 8,569,821 360,945,057 Woertz, Patricia A. 1,467,614,953 206,448,878 8,677,916 360,945,057 Proposal 2- Ratify Appointment of the Independent Registered Public Accounting Firm. The proposal was approved. Votes For Votes Against Abstentions Broker Non-Votes 1,928,688,100 105,496,681 9,502,023 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 1,519,533,030 150,575,576 12,633,141 360,945,057 Proposal 4 - Advisory Vote to Approve the Frequency of the Executive Compensation Vote (the “Say on Frequency” vote). The frequency “1 Year” received the highest number of votes. The Board considered the results of the advisory vote and decided that, consistent with the Board’s recommendation in the proxy statement for the 2023 Annual Meeting, the Company will continue to solicit an advisory vote on executive compensation annually until the next required advisory vote on the frequency of future advisory votes on executive compensation. 1 Year 2 Years   3 Years Abstentions Broker Non-Votes 1,639,065,316 8,532,914  26,152,175 8,991,342 360,945,057 Proposal 5 -  Shareholder Proposal - Civil Rights Audit of Reverse Discrimination The proposal was not approved. Votes For Votes Against Abstentions Broker Non-Votes 67,377,739 1,584,826,828 30,537,180 360,945,057 Proposal 6 -  Shareholder Proposal – Annual Report on Operations in  China The proposal was not approved. Votes For Votes Against Abstentions Broker Non-Votes 70,423,856 1,576,215,752 36,102,130 360,945,057 Proposal 7 -  Shareholder Proposal – Request to Require Shareholder Approval for Certain Future Amendments to Company Regulations The proposal was not approved. Votes For Votes Against Abstentions Broker Non-Votes 712,274,429 949,273,321 21,193,997 360,945,057 The Company is filing this Form 8-K pursuant to Item 5.07, "Submission of Matters to a Vote of Security Holders."      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/ Sandra T. Lane                                      Sandra T. Lane                 Assistant Secretary                 October 13, 2023