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):  August 12, 2020 (August 11, 2020)
 
GRAPHIC

THE PROCTER & GAMBLE COMPANY
 (Exact Name of Registrant as Specified in 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, 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
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 5.02    DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENT OF CERTAIN OFFICERS.


On August 11, 2020, the Board of Directors of The Procter & Gamble Company (the “Company”) appointed Debra L. Lee, Chief Executive Officer of Leading Women Defined, Inc., and former Chairman and Chief Executive Officer of BET Networks, as a Director of the Company, effective August 12, 2020. Ms. Lee will serve on the Compensation & Leadership Development and Governance & Public Responsibility Committees.

The Board has determined that Ms. Lee is independent under the NYSE listing standards and the Company’s Independence Guidelines. Ms. Lee 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 23, 2019.

The Company is filing the information under this item pursuant to Item 5.02(d), “Election of Directors.”
 
ITEM 7.01    REGULATION FD DISCLOSURE

A copy of the press release announcing the appointment of Ms. Lee is attached to this report 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 Appointment Press Release by The Procter & Gamble Company dated August 12, 2020
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 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
              August 12, 2020





INDEX TO EXHIBIT(S)
 



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


P&G APPOINTS DEBRA LEE TO BOARD OF DIRECTORS
Ms. Lee brings a depth of leadership, strategy and risk management experience to the Board

CINCINNATI, August 12, 2020 – The Procter & Gamble Company (NYSE:PG) today announced that its Board of Directors has appointed Debra L. Lee, former Chairman and Chief Executive Officer of BET Networks, to the Company’s Board of Directors. The appointment is effective August 12, 2020.

Ms. Lee joined BET Networks, a media and entertainment subsidiary of Viacom, Inc., in 1986, serving as Chairman and Chief Executive Officer from 2006 to 2018, President and Chief Executive Officer from 2005 to 2006, President and Chief Operating Officer from 1995 to 2005, and Executive Vice President and General Counsel from 1986 to 1995. During her tenure, Ms. Lee’s leadership led to original staple programming including The BET Awards and Black Girls Rock!.

“We are delighted to welcome Debra to the Board. She has distinguished herself as a leader in the media industry for more than 30 years and brings broad, deep knowledge ranging from media strategy and programming to corporate risk oversight,” said David Taylor, P&G Chairman, President and Chief Executive Officer. “Her experience, expertise and guidance will further strengthen our efforts to better serve consumers and a broad range of stakeholders. We look forward to her contributions.”

Over the course of her career, Ms. Lee has been a staunch advocate for equality and inclusion. In 2009, she became the founder and CEO of Leading Women Defined, Inc., an association of strategic thought leaders that strives to engage in constructive dialogue that will positively impact the Black community.

She also has extensive corporate governance experience from serving on a wide range of public company boards, and is currently a member of the board of directors of Marriott International, Inc., Burberry Group PLC and AT&T, Inc. She previously served as a Director of Revlon, Inc., WGL Holdings, Inc. and Twitter, Inc.

Ms. Lee holds a B.A. in political science from Brown University, a master’s in public policy from Harvard University John F. Kennedy School of Government, and a J.D. from Harvard Law School.

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.

Category: PG-IR

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P&G Media Contacts:
Jennifer Corso, 513.983.2570
Maytal Levi, 937.304.0523