8-K/AShareholder Matters

PROCTER & GAMBLE Co 8-K/A Report, Shareholder Vote Results (Dec 15, 2017)

Filed December 15, 2017For Securities:PG

Summary

This 8-K/A filing from Procter & Gamble (PG) provides the final, certified voting results from its Annual Meeting of Shareholders held on October 10, 2017. The amendment to the initial 8-K filing confirms the outcomes of several proposals, most importantly the election of directors and the ratification of the independent auditor. For investors, the key takeaway is the overwhelming approval of the company's slate of director nominees and the ratification of the accounting firm. Shareholder proposals, however, generally did not receive majority support, indicating continued alignment between management and a significant portion of its shareholder base on these matters. The advisory vote on executive compensation also passed, with the board opting to continue annual "say on pay" votes.

Key Highlights

  • 1Final certified voting results for the October 10, 2017 Annual Meeting of Shareholders are disclosed.
  • 2All eleven of the Company's nominated directors were elected, receiving substantial "For" votes.
  • 3Nelson Peltz's nomination by Trian Fund Management received a significantly lower "For" vote compared to the company's nominees.
  • 4The proposal to ratify the appointment of the independent registered public accounting firm was overwhelmingly approved.
  • 5The advisory vote on executive compensation ("Say on Pay") received majority approval.
  • 6The Board of Directors will continue to hold annual advisory votes on executive compensation based on the "one year" frequency receiving the most votes.
  • 7Several shareholder proposals regarding company policies and operations did not receive majority approval.

Frequently Asked Questions

This filing is an amendment to a previous 8-K report to provide the final, certified voting results from Procter & Gamble's Annual Meeting of Shareholders held on October 10, 2017. The original filing announced preliminary results, and this amendment confirms those results with independent verification.

Yes, all eleven of the director nominees proposed by the Company were elected. They received substantial support from shareholders, with "For" votes significantly outnumbering "Withheld" votes and broker non-votes.

Most shareholder proposals, including those concerning the adoption of Holy Land Principles, reporting on non-discrimination policies, mitigating risks in conflict-affected areas, and repealing certain amendments to regulations, did not receive majority approval from shareholders.

The advisory vote on the Company's executive compensation, commonly known as "Say on Pay," was approved by a majority of shareholders. The Board of Directors also confirmed that the company will continue to hold these advisory votes on an annual basis, as this frequency received the most support.