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Section 1: 8-K (CHRISTINE M. MCCARTHY ELECTED TO THE PROCTER & GAMBLE BOARD OF DIRECTORS)

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):  October 8, 2019

 
 
THE PROCTER & GAMBLE COMPANY
 (Exact Name of Registrant as Specified in Charter)   
 
 
   
  
 
 
 
 
 Ohio
 
 1-434
 
 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, and 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 (see General Instruction A.2. below):
   
 
Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
 
Pre-commencement communication 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  New York Stock Exchange
4.125% EUR notes due December 2020
 PG20A   New York Stock Exchange
 0.275% Notes due 2020
PG20
New York Stock Exchange
 2.000% Notes due 2021  PG21 New York Stock Exchange
2.000% Notes due 2022
 PG22B  New York Stock Exchange
1.125% Notes due 2023
 PG23A  New York Stock Exchange
0.500% Notes due 2024
PG24A
 New York Stock Exchange
 0.625% Notes due 2024  PG24B  New York Stock Exchange
1.375% Notes due 2025
 PG25 New York Stock Exchange
4.875% EUR notes due May 2027
 PG27A New York Stock Exchange
1.200% Notes due 2028
 PG28 New York Stock Exchange
1.250% Notes due 2029
 PG29B  New York Stock Exchange
1.800% Notes due 2029
 PG29A  New York Stock Exchange
6.250% GBP notes due January 2030
PG30
 New York Stock Exchange
5.250% GBP notes due January 2033
PG33
 New York Stock Exchange
 1.875% Notes due 2038  PG38 New York Stock Exchange

 
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 7.01    REGULATION FD DISCLOSURE

On October 8, 2019, The Procter & Gamble Company (the “Company”) issued a news release announcing that, according to preliminary voting results, Christine M. McCarthy, Senior Executive Vice President and Chief Financial Officer of The Walt Disney Company, and the Company’s eleven incumbent Directors, were elected to the Company’s Board of Directors at the Annual Meeting of Shareholders.

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."


ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS
 
 
Exhibit Number
 
Description
99.1
 
Director Election News Release by The Procter & Gamble Company dated October 8, 2019
 
 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 8, 2019





INDEX TO EXHIBIT(S)
 
Exhibit Number
 
Description
 
 


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Section 2: EX-99.1 CHARTER (CHRISTINE MCCARTHY ELECTION TO THE PROCTER & GAMBLE COMPANY BOARD OF DIRECTORS NEWS RELEASE)




News Release
 
The Procter & Gamble Company
One P&G Plaza
Cincinnati, OH 45202


CHRISTINE M. MCCARTHY OF THE WALT DISNEY COMPANY
NEWLY ELECTED TO P&G BOARD OF DIRECTORS

P&G Shareholders Elect All 12 P&G Directors at 2019 Annual Meeting


CINCINNATI, October 8, 2019 – The Procter & Gamble Company (NYSE:PG) today announced that at its 2019 Annual Meeting of Shareholders, Christine M. McCarthy was newly elected to its Board of Directors, effective immediately. P&G shareholders elected all 12 P&G Directors, including Ms. McCarthy and 11 incumbent Directors, according to preliminary voting results.

Ms. McCarthy has served as Senior Executive Vice President and Chief Financial Officer of The Walt Disney Company since 2015, where she oversees the Company’s worldwide finance organization, which includes brand and franchise management, corporate alliances, corporate real estate, corporate strategy, enterprise controllership, enterprise social responsibility, enterprise technology, financial planning and analysis, global product and labor standards, investor relations, risk management, tax, and treasury.

“Christine is a highly accomplished leader, bringing to P&G’s Board extensive strategy, leadership, and risk management skills and valuable corporate governance experience,” said David Taylor, P&G’s Chairman of the Board, President and Chief Executive Officer. “Her extensive knowledge of complex financial analysis and reporting for a global, consumer-facing company like Disney will be an invaluable contribution to the Company. We are extremely pleased to welcome Christine to P&G’s Board of Directors.”

Prior to her appointment as Chief Financial Officer, she held positions of increasing responsibility at Disney, most recently as Executive Vice President, Corporate Real Estate, Alliances and Treasurer from 2005 to 2015. Ms. McCarthy is also a member of the board of directors of FM Global, a Trustee of the Westridge School in Pasadena, California, a director of the Board of Advisors for UCLA Anderson and a member of the Board of Trustees of the Carnegie Institution for Science.

At P&G’s 2019 Annual Meeting, Company shareholders also adopted Board proposals to ratify the appointment of P&G's independent registered public accounting firm, for an advisory vote on executive compensation, and to adopt the Procter & Gamble 2019 Stock and Incentive Compensation Plan.

The results of the vote announced today are considered preliminary until final results are tabulated and certified by the independent Inspector of Elections. Final results will be reported on a Form 8-K that will be filed with the U.S. Securities and Exchange Commission, at which time they will become available on www.pginvestor.com and www.sec.gov.

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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P&G Media Contact:
Jennifer Corso, +1-513-983-2570

P&G Investor Relations Contact:
John Chevalier, +1-513-983-9974





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