Procter & Gamble shareholders approve executive pay
Shareholders ratified the auditor and approved executive pay, while rejecting all three shareholder proposals.
Sentiment and the balance of points
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Form Type
8-K
Rhea-AI Filing Summary
The Procter & Gamble Company (PG) reported final results from its October 13, 2026 annual shareholder meeting. Shareholders elected the board nominees to one-year terms, ratified the independent registered public accounting firm, and approved executive compensation in an advisory vote.
The executive-compensation vote received 1,514,086,600 votes for and 138,017,439 votes against. Shareholders rejected proposals to lower the special-meeting threshold, set eligibility thresholds for shareholder-proposal proponents, and require annual reporting on charitable contributions. The special-meeting proposal received 608,496,499 votes for and 1,043,653,976 votes against.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Executive compensation votes for: 1,514,086,600 votes
Executive compensation votes against: 138,017,439 votes
Special-meeting threshold proposal votes for: 608,496,499 votes
+2 more
5 metrics
Executive compensation votes for
1,514,086,600 votes
Advisory vote at the October 13, 2026 annual meeting
Executive compensation votes against
138,017,439 votes
Advisory vote at the October 13, 2026 annual meeting
Special-meeting threshold proposal votes for
608,496,499 votes
Shareholder proposal not approved
Special-meeting threshold proposal votes against
1,043,653,976 votes
Shareholder proposal not approved
Charitable-contributions reporting proposal votes against
1,573,630,523 votes
Shareholder proposal not approved
Key Terms
Say on Pay, Broker Non-Votes, Abstentions
3 terms
Say on Pay regulatory
"the “Say on Pay” Vote"
Say on pay is a shareholder vote—typically nonbinding—on a company’s executive compensation package, allowing investors to approve or reject how top managers are paid. Think of it as a public performance review: widespread disapproval can signal poor governance, prompt changes to pay practices, attract activist investors, and influence investor confidence and share value. It matters because it gives owners a direct way to influence compensation that affects company incentives and long-term performance.
Broker Non-Votes technical
"Votes For | Votes Against | Abstentions | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Abstentions technical
"Votes For | Votes Against | Abstentions"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): October 16, 2026 (October 13, 2026)
___________________________________
(Exact name of registrant as specified in its charter)
___________________________________
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
(Address of principal executive offices and zip code) | ||||||||
( | ||||||||
(Registrant's telephone number, including area code) | ||||||||
___________________________________
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:
Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
Pre-commencement communications 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 | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
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 5.07. Submission of Matters to a Vote of Security Holders
On October 13, 2026, the Company held its 2026 Annual Meeting of Shareholders. Set forth below are the final voting results for each of the proposals submitted to a vote of the shareholders.
Proposal 1 – Election of Directors.
Each of the following nominees was elected to serve a one-year term on the Company’s Board of Directors.
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
Allen, B. Marc | 1,621,249,439 | 36,698,468 | 7,194,617 | 348,791,925 | ||||||||||
Arnold, Craig | 1,598,919,906 | 58,869,360 | 7,353,258 | 348,791,925 | ||||||||||
Biggs, Brett | 1,627,657,909 | 29,954,939 | 7,529,676 | 348,791,925 | ||||||||||
Bonini, Sheila | 1,620,662,346 | 36,606,898 | 7,873,280 | 348,791,925 | ||||||||||
Chang, Amy L. | 1,620,721,619 | 36,683,295 | 7,737,610 | 348,791,925 | ||||||||||
Jejurikar, Shailesh | 1,579,539,845 | 71,333,130 | 14,269,549 | 348,791,925 | ||||||||||
Jimenez, Joseph | 1,563,009,661 | 94,395,462 | 7,737,401 | 348,791,925 | ||||||||||
Kempczinski, Christopher | 1,577,960,305 | 79,508,735 | 7,673,484 | 348,791,925 | ||||||||||
McCarthy, Christine M. | 1,605,764,033 | 52,503,580 | 6,874,911 | 348,791,925 | ||||||||||
McEvoy, Ashley | 1,637,575,637 | 20,765,443 | 6,801,444 | 348,791,925 | ||||||||||
Portman, Robert J. | 1,614,941,502 | 42,333,430 | 7,867,592 | 348,791,925 | ||||||||||
Subramaniam, Rajesh | 1,619,607,883 | 37,297,145 | 8,237,496 | 348,791,925 | ||||||||||
Proposal 2- Ratify Appointment of the Independent Registered Public Accounting Firm.
The proposal was approved.
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
1,873,668,914 | 128,592,524 | 11,673,011 | 0 | ||||||||
Proposal 3 - Advisory Vote to Approve the Company’s Executive Compensation (the “Say on Pay” Vote).
The proposal was approved.
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
1,514,086,600 | 138,017,439 | 13,038,485 | 348,791,925 | ||||||||
Proposal 4 - Shareholder Proposal Requesting Lower Threshold for Special Meetings.
The proposal was not approved.
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
608,496,499 | 1,043,653,976 | 12,992,049 | 348,791,925 | ||||||||
Proposal 5 - Shareholder Proposal Requesting Policy on Eligibility Thresholds for Proponents of Shareholder Proposals.
The proposal was not approved.
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
436,255,392 | 1,183,852,903 | 45,034,229 | 348,791,925 | ||||||||
Proposal 6 - Shareholder Proposal Requesting Annual Reporting on Charitable Contributions.
The proposal was not approved.
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
67,596,774 | 1,573,630,523 | 23,915,227 | 348,791,925 | ||||||||
The Company is filing this 8-K pursuant to Item 5.07, "Submission of Matters to a Vote of Security Holders."
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 16th day of October, 2026.
THE PROCTER & GAMBLE COMPANY | |||||
By: | /s/ Aaron B. Shepherd | ||||
Name: | Aaron B. Shepherd | ||||
Title: | Assistant Secretary | ||||