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PROCTER & GAMBLE Co 8-K Report, Executive Changes (Apr 11, 2023)

Reports
Leadership Changes·Regulation FD
Filing Date
Filed April 11, 2023
Period End
April 11, 2023
Security
PG
In the record · 2016–202610-K1210-Q328-K224

PG filed 12 annual reports (10-K), 32 quarterly reports (10-Q) and 224 current reports (8-K) between 2016 and 2026.

  1. Leadership change8-K · Apr ’22Apr ’22
  2. Leadership change8-K · Jul ’26Jul ’26

01—Abstract

Summary

Summary of the 8-K filed April 11, 2023. Cited figures are marked; the original filing is the authoritative source.

The Procter & Gamble Company (PG) announced on April 11, 2023, the appointment of two new independent directors to its Board: Sheila Bonini and former U.S. Senator Robert Portman.

Ms. Bonini, Senior Vice President at World Wildlife Fund, Inc. (WWF-US), will serve on the Governance & Public Responsibility and Innovation & Technology Committees. Mr. Portman will join the Audit and Governance & Public Responsibility Committees. Both new directors are deemed independent under NYSE listing standards and will receive standard director compensation.

This announcement also addresses a related party transaction involving Ms. Bonini's role at WWF-US. The Board reviewed and approved the Company's continued financial contributions to WWF-US, which total approximately $550,000a in the current fiscal year for various sustainability efforts. While Ms. Bonini was involved in discussions regarding these contributions prior to her appointment, she will recuse herself from any future involvement concerning WWF-US's relationship with P&G to maintain independence.

02—Key points

Key Highlights

  1. Appointment of two new independent directors: Sheila Bonini and Robert Portman.
  2. Sheila Bonini brings experience from the World Wildlife Fund (WWF-US) and will serve on key committees.
  3. Robert Portman, former U.S. Senator, will serve on Audit and Governance & Public Responsibility Committees.
  4. Both new directors meet independence requirements as per NYSE standards and P&G's guidelines.
  5. P&G's Board approved continued financial contributions ($550,000 estimated) to WWF-US for sustainability initiatives.
  6. Sheila Bonini will recuse herself from any P&G-WWF-US related financial matters going forward.
  7. The appointments and related party transaction review are considered in line with the Company's best interests.

03—Questions

Frequently Asked Questions

  1. Who are the new directors appointed to P&G's Board?

    The Procter & Gamble Company appointed Sheila Bonini, Senior Vice President – Private Sector Engagement for World Wildlife Fund, Inc., and Robert Portman, former United States Senator, as Directors, effective April 11, 2023.

  2. Are the new directors considered independent?

    Yes, the Board has determined that both Ms. Bonini and Mr. Portman are independent under the NYSE listing standards and the Company’s Independence Guidelines.

  3. What is the significance of Sheila Bonini's role at WWF-US in relation to P&G?

    P&G has a long-standing partnership and makes financial contributions to WWF-US for sustainability efforts, estimated at $550,000 in the current fiscal year. While Ms. Bonini was involved in discussions about these contributions prior to her directorship, she will have no further involvement in P&G's financial relationship with WWF-US to ensure independence.

  4. What committees will the new directors serve on?

    Ms. Bonini will serve on the Governance & Public Responsibility and Innovation & Technology Committees. Mr. Portman will serve on the Audit and Governance & Public Responsibility Committees.

04—Continue

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