Procter & Gamble Co

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect the 12 listed director nominees to serve one-year terms ending at the 2027 annual meeting and until their successors are elected.

2. 2

   Ratification of Appointment of the Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2027.

3. 3

   Advisory Vote on Executive Compensation (the Say on Pay Vote

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   The proposal asks shareholders to approve, on a non-binding advisory basis, the compensation paid to Procter & Gamble’s named executive officers. The requested approval covers the Compensation Discussion & Analysis, compensation tables, and related narrative disclosures in the proxy statement. Management is seeking approval under Section 14A of the Securities Exchange Act’s say-on-pay requirements. The Company argues that approximately 87% of the four main compensation components—salary, STAR, LTIP, and PSP—is tied to Company performance. It emphasizes multiple performance metrics, significant executive stock ownership requirements, and a mix of short- and long-term incentives intended to discourage excessive risk-taking. The program also includes option repricing and backdating prohibitions, recoupment policies, double-trigger treatment for change-in-control awards, and no special executive golden-parachute arrangements. The Company reports that shareholders approved the prior year’s executive compensation proposal with 92.2% of votes cast, and the Compensation & Leadership Development Committee made no changes in response to that vote because shareholder feedback was positive. The advisory vote is non-binding, but the Board and committee state that they will consider the outcome in future compensation decisions and currently expect to hold the vote annually. The Board recommends FOR approval because it believes the program links pay to performance, supports strategy, manages risk, competes for talent, and aligns executives with long-term shareholder interests.

4. 4

   Shareholder Proposal Requesting Lower Threshold for Special Meetings

   Shareholder — The Accountability Board, Inc.Board: AGAINST

   Request that the Board amend the governing documents so shareholders holding at least 15% of outstanding votable shares can call a special shareholder meeting, lowering the current 25% threshold.

   More detail

   The Accountability Board, Inc. asks P&G to amend its governing documents to let holders of at least 15% of outstanding votable shares call a special shareholder meeting. The proponent’s central argument is that shareholders lack a practical written-consent right because unanimous consent is required, leaving the current 25% special-meeting threshold as the primary mechanism for addressing urgent issues between annual meetings. It characterizes 25% as prohibitively high and points to lower thresholds at General Motors, Cisco, Salesforce, AT&T, First Horizon, Eaton, and Adobe as evidence that 10% or 15% thresholds are accepted governance practices. The proponent maintains that special meetings would remain constrained by a meaningful ownership requirement and that 15% would balance access against the risk of narrow-interest requests. The Board opposes the proposal, asserting that the existing 25% threshold is reasonable, consistent with Ohio law, and designed to ensure broad support before the Company incurs the expense and disruption of a special meeting. Management warns that a 15% coalition could trigger meetings without sufficient shareholder backing and divert Board and management attention from operating the business. The Board also cites FactSet data indicating that more than half of S&P 500 companies with special-meeting rights use thresholds of 25% or higher, while only 18% use 15%. P&G further argues that annual director elections, majority voting, proxy access, and active year-round shareholder engagement provide alternative accountability channels. The controversy therefore turns on whether the inability to use non-unanimous written consent justifies a lower special-meeting threshold despite the Company’s concerns about cost, disruption, and minority-driven activism. The Board recommends AGAINST the proposal.

5. 5

   Shareholder Proposal Requesting Policy on Eligibility Thresholds for Proponents of Shareholder Proposals

   Shareholder — National Legal and Policy CenterBoard: AGAINST

   Request that P&G adopt a policy requiring inclusion of shareholder proposals meeting specified ownership thresholds—$2,000 held for three years, $15,000 held for two years, or $25,000 held for one year—regardless of future federal rules permitting higher requirements, subject to Rule 14a-8 and applicable law.

   More detail

   The National Legal and Policy Center asks P&G to adopt a policy preserving specified shareholder-proposal eligibility thresholds even if future federal regulation permits higher ownership or holding-period requirements. The requested thresholds are $2,000 held continuously for three years, $15,000 held continuously for two years, or $25,000 held continuously for one year, subject to Rule 14a-8 and applicable state law. The proponent argues that shareholders own P&G and that the proxy process is the primary mechanism for holding management accountable. It contends that P&G’s public commitment to shareholder rights and engagement conflicts with support for efforts to raise eligibility barriers. The proponent’s substantive concern is that higher thresholds would silence committed long-term individual shareholders while large hedge funds could still qualify because of their substantial positions. It also argues that shareholder proposals impose a negligible burden because they represent less than 2% of proxy voting items, while providing an important accountability benefit. The Board responds that no SEC proposal, comment period, or final rule changing the thresholds exists, making a permanent policy premature. Management says the SEC’s concerns about disproportionate proposal submissions and proponents’ economic stakes should be considered through the regulatory process rather than disregarded in advance. The Board further argues that P&G’s direct investor dialogue, regular meetings, outreach, and consideration of proposals already provide meaningful shareholder access. It warns that permanently fixing the thresholds could conflict with future law, create administrative and legal uncertainty, and constrain the Board’s fiduciary discretion. The Board recommends AGAINST the proposal as premature, unnecessary, and potentially harmful to the Company and shareholders.

6. 6

   Shareholder Proposal Requesting Annual Reporting on Charitable Contributions

   Shareholder — The Bahnsen Family TrustBoard: AGAINST

   Request that P&G prepare and annually update a report identifying charitable contributions over $5,000, describing their purposes and future intentions, highlighting contributions least germane to corporate value and posing reputational risk, and analyzing related risks to the Company’s brand, reputation, and shareholder value.

   More detail

   The Bahnsen Family Trust asks P&G to prepare and annually update a report on charitable contributions made during the prior fiscal year. The report would identify recipients receiving more than $5,000, explain the purposes of donations already spent, and state the Company’s intentions regarding future donations to the same organizations. It would also require P&G to identify philanthropic areas least germane to corporate value yet posing the greatest reputational risk and to analyze how controversies associated with donations could affect the brand, reputation, or shareholder value. The proponent’s core concern is that corporate giving may support nonprofits with partisan, ideological, religious-liberty, parental-rights, healthcare, or marketing positions that could generate controversy and brand damage. It specifically references P&G’s relationships with the Trevor Project and Human Rights Campaign and argues that the Company’s substantial philanthropic footprint warrants consistent investor-facing accountability. The proponent frames the request as a fiduciary and transparency issue rather than merely a political disagreement, emphasizing P&G’s brand value and charitable channels such as the P&G Fund and Matching Gifts Program. The Board opposes the proposal because it believes existing disclosure through the Citizenship Report and Community Impact website already explains the scope, purposes, and strategic alignment of its philanthropy. Management states that contributions are reviewed through the P&G Fund and other Company processes for strategic alignment, compliance, and potential risk, with Board oversight of significant risks. It argues that the requested classifications of contributions as least germane or controversial would be subjective, dependent on variable viewpoints and hindsight, and inconsistent with how P&G actually evaluates giving. The Board also contends that the $5,000 threshold would generate a high volume of routine items and impose substantial administrative costs without improving shareholder understanding. The Board recommends AGAINST the proposal because it considers the requested report unnecessary, burdensome, and an inappropriate substitute for informed management and Board judgment.

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When is the Procter & Gamble Co 2026 annual meeting?

Procter & Gamble Co (PG) holds its 2026 annual shareholder meeting on Tuesday, October 13, 2026.

What is the record date for the Procter & Gamble Co 2026 meeting?

The record date for the Procter & Gamble Co 2026 meeting is Friday, August 14, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Procter & Gamble Co's 2026 meeting?

The board is presenting 12 director nominees at the Procter & Gamble Co 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Procter & Gamble Co 2026 meeting?

Shareholders will vote on 6 proposals at the Procter & Gamble Co 2026 meeting, each tagged with who proposed it and the board's recommendation.