PROCTER & GAMBLE Co
For the period ended Oct 14, 2025. Filed Aug 29, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Oct 14, 2025 · Filed Aug 29, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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2025 Proxy Statement Notice of Annual Meeting of Shareholders to be held on October 14, 2025, at 9:00 a.m.
NOTICE OF ANNUAL
MEETING OF
SHAREHOLDERS
August 29, 2025
Fellow Procter & Gamble Shareholders:
It is my pleasure to invite you to this year’s annual meeting of shareholders. The meeting will take place on Tuesday, October 14, 2025, at 9:00 a.m. Eastern Time. The meeting will be held virtually via a live audio webcast atwww.virtualshareholdermeeting.com/PG2025. At the meeting, our shareholders will be asked to:
| ☑ | Elect the 14 Director nominees listed in the accompanying proxy statement; |
| ☑ | Ratify the appointment of the independent registered public accounting firm; |
| ☑ | Approve, on an advisory basis, the Company’s executive compensation (the “Say on Pay” vote); |
| ☑ | Approve The Procter & Gamble 2025 Stock and Incentive Compensation Plan; |
| ☑ | Vote on the shareholder proposal described in the accompanying proxy statement, if properly presented at the meeting; and |
| ☑ | Transact such other business as may properly come before the meeting. |
Shareholders of record as of the close of business on August 15, 2025 (the “record date”) are entitled to vote at the annual meeting and any postponement or adjournment thereof. Please see pages 97-101 for additional information regarding accessing the meeting and how to vote your shares. You do not need to attend the virtual meeting in order to vote your shares.
Your vote is important. Please vote your proxy promptly to ensure your shares are properly represented, even if you plan to join the annual meeting. You can vote online, by telephone, or by requesting a printed copy of the proxy materials and using the enclosed proxy card.
We appreciate your continued confidence in our Company and look forward to your joining us on October 14, 2025.
Susan Street Whaley
Chief Legal Officer and Secretary
REVIEW THE PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:
| ONLINE Visit www.proxyvote.com. | BY MAIL Sign, date, and return the enclosed proxy card or voting instruction form. |
| BY TELEPHONE Call the telephone number on your proxy card, voting instruction form, or notice. | AT THE MEETING Attend the annual meeting virtually. See page 99 for additional details on how to attend. |
The Company’s principal executive offices are located at 1 Procter & Gamble Plaza, Cincinnati, Ohio 45202. These proxy materials are first being made available to our shareholders on August 29, 2025.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on October 14, 2025: This Notice of Annual Meeting, the Proxy Statement, and the 2025 Annual Report are available at www.proxyvote.com.
Letter from our Chairman of the Board, President and Chief Executive Officer
“Our strategic choices reinforce and build on each other, and the advantage comes when all are executed with excellence at the same time.”
August 29, 2025
Fellow Procter & Gamble Shareholders:
As always, I want to thank you for your investment in P&G and for your continuing engagement with our Company. As Chairman of the Board and Chief Executive Officer, I am pleased to share some perspective on the last fiscal year and our outlook for the future.
In FY 2024-25, execution of our integrated strategy enabled your Company to deliver continued organic sales and core earnings-per-share growth and to return significant cash to shareowners despite volatile macroeconomic, geopolitical, and consumer dynamics. Our results for the year, which you can read more about in our 2025 Annual Report, continue to demonstrate the importance of our strategy, which is focused on:
| • | a portfolio of daily-use products where performance drives brand choice; |
| • | superiority across product, package, brand communication, retail execution, and value; |
| • | productivity to fuel growth and value creation; |
| • | constructive disruption to extend our competitive advantage; |
| • | all enabled by an empowered, agile, and accountable organization. |
Our strategic choices reinforce and build on each other, and the advantage comes when all are executed with excellence at the same time.
We continue to strengthen this strategy by placing additional focus on four areas—supply, environmental sustainability, digital acumen, and a superior employee value equation. These are not new or separate strategies. They simply enhance our ability to execute our integrated strategy with excellence.
In addition, this past fiscal year, we announced a restructuring program to strengthen the execution of our strategy. There are three main areas of focus:
| • | Portfolio: We will make some strategic exits in categories, brands, and product forms in individual markets. This may also include some brand divestitures. |
| • | Supply Chain: Our portfolio moves will enable us to make related interventions in our supply chain, driving efficiencies, faster innovation, cost reduction, and even more reliable and resilient supply. |
| • | Organization Design: We will make changes to ensure an even more agile, empowered, and accountable organization by making roles broader, teams smaller, and work more fulfilling and more efficient, leveraging digitization and automation. |
Your Board is highly engaged, providing oversight as we refine the execution of the Company’s integrated strategy. For example, as described further in this proxy statement, the Board regularly meets with members of senior management to review business plans and address the challenges that lie ahead. Through diligent oversight and a commitment to good governance, the Board remains dedicated to ensuring that we align our initiatives with our long-term strategy while effectively managing risks along the way.
We believe it is important to have a Board that not only meets the current needs of the Company and its shareholders but can also anticipate and prepare for the demands of the future. Our Board members bring a wealth of skills and expertise as well as a diversity in their backgrounds and experiences. This composition allows us to leverage the unique and important perspectives of each Board member to drive the business forward and ultimately better delight the billions of consumers we serve around the world.
In July, we announced that I will transition into the role of Executive Chairman of the Board, beginning January 1, 2026, and that the Board has elected Shailesh Jejurikar as the incoming President and Chief Executive Officer. This move has been thoughtfully planned and provides P&G with highly capable and experienced leadership going forward. In connection with this change, the Board has also nominated Shailesh to serve as a Director. Shailesh has a distinguished track record throughout his 36-year P&G career and has been an integral part of P&G’s leadership team for the past 12 years. With his proven leadership and transformative impact, Shailesh is exceptionally well prepared to guide the Company in its next chapter as our Chief Executive Officer and a member of the Board of Directors.
Looking ahead, P&G is well positioned to capture the significant growth opportunities in our categories and overcome the challenges of the external environment. My fellow Board members and I remain confident that P&G’s strategic choices are the right ones and confident in the power of P&G people to execute with excellence. We will stay the course, as our strategy is designed to flex and adapt to changes and volatility in the world around us, and we will deliver for our stakeholders—consumers, customers, society, employees and shareowners.
Thank you for your investment and your continued confidence in our Company.
JON R. MOELLER
Chairman of the Board,
President and Chief Executive Officer
50%
OF OUR DIRECTOR
NOMINEES HAVE PUBLIC
COMPANY CEO or CFO
EXPERIENCE
“My fellow Board
members and I remain
confident that P&G’s
strategic choices are the
right ones and confident
in the power of P&G
people to execute with
excellence.”
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.