Procter & Gamble Co

Management asks shareholders to ratify Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2027. The Audit Committee recommends ratification, citing Deloitte's institutional knowledge of P&G’s global operations, measures to ensure independence, and appropriate processes for assessing audit performance and fees. Ratification is a routine governance matter that provides shareholder endorsement of the Audit Committee’s selection and helps affirm auditor independence. A shareholder vote to ratify does not bind the Audit Committee, which retains authority to change auditors if it deems necessary. The board recommends a vote FOR to maintain continuity and oversight of financial reporting and controls.

Management requests a non-binding advisory approval of executive compensation (Say on Pay). The board recommends FOR, arguing the program emphasizes pay-for-performance, uses multiple metrics to mitigate risky incentives, maintains significant stock ownership requirements, and includes recoupment and governance safeguards. The program’s structure—mix of STAR, LTIP, PSP—ties substantial pay to long-term performance and relative metrics. Historical shareholder support (92.2% in 2025) is cited as validation. Shareholder approval is advisory but considered in future pay decisions.

This shareholder proposal seeks to lock in historical Rule 14a-8 eligibility thresholds (e.g., $2,000/3 years, $15,000/2 years, $25,000/1 year) into company policy to ensure small long-term investors retain the right to submit proposals even if the SEC raises thresholds. The proponent frames the request as protecting shareholder accountability and notes management/associations have supported raising thresholds. The Board counters that the proposal is premature while SEC rulemaking is ongoing, that adopting a binding policy could conflict with future law, and that P&G’s current engagement practices provide sufficient access. The issue centers on balancing ease of access for retail, long-term shareholders versus preventing frivolous or resource-intensive proposals, and whether company policy should preempt potential regulatory changes; the board opposes due to concerns about legal misalignment and constrained fiduciary discretion.

This proposal seeks annual recipient-level disclosure of charitable contributions over $5,000, purposes, future intentions, and reputational risk analysis. The proponent frames the request as necessary due to reputational risks posed by controversial recipients and to enhance fiduciary oversight. The Board opposes, citing existing disclosures (Citizenship Report, Community Impact website), administrative burden, subjective nature of requested categorizations, and that management already applies review criteria and Board oversight to philanthropic activity. The controversy centers on balancing transparency and reputational risk management against operational burden and potential disclosure of proprietary strategic partnerships.