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): December 13, 2022
(Exact Name of Registrant as Specified in Charter)
|
|
|
|
|
|
|
|
|
|||
|
(State or Other Jurisdiction of Incorporation)
|
|
(Commission File Number)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
|||
(Address of Principal Executive Offices, and Zip Code)
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
|
| |
||
| |
||
|
|
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 transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | ||
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
On December 13, 2022, the Board of Directors of The Procter & Gamble Company (“the Company”) amended the Company’s Code of Regulations (the
“Regulations”), effective immediately. The amendments, which are included in Article I, Section 8, address certain procedural and disclosure requirements in connection with shareholder nominations of directors and solicitation of
proxies, including compliance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended.
Specifically, the amendments require that any shareholder submitting a nomination notice make a representation as to whether such shareholder
intends to solicit proxies in support of director nominees other than the Company’s nominees in accordance with Rule 14a-19 and further require that such shareholder comply with the requirements of Rule 14a-19, including providing
reasonable evidence of such compliance to the Company.
The foregoing description of the Regulations is qualified in its entirety by reference to the full text of the Code of Regulations of The Procter
& Gamble Company, which are filed as Exhibit 3.2 to this Form 8-K and hereby incorporated by reference.
The Company is filing this 8-K pursuant to Item 5.03, “Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.”
|
ITEM 9.01 FINANCIAL STATEMENTS AND
EXHIBITS
|
(d) Exhibits
|
Exhibit Number
|
|
Description
|
|
|
||
| 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
December 13, 2022