PROCTER & GAMBLE CO : Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENT OF CERTAIN OFFICERS.

On August 11, 2020, the Board of Directors of The Procter & Gamble Company (the "Company") appointed Debra L. Lee, Chief Executive Officer of Leading Women Defined, Inc., and former Chairman and Chief Executive Officer of BET Networks, as a Director of the Company, effective August 12, 2020. Ms. Lee will serve on the Compensation & Leadership Development and Governance & Public Responsibility Committees.

The Board has determined that Ms. Lee is independent under the NYSE listing standards and the Company's Independence Guidelines. Ms. Lee will receive the same compensation as the other non-employee members of the Board of Directors. The Company's Director compensation program is described in the Company's definitive proxy statement dated August 23, 2019.

The Company is filing the information under this item pursuant to Item 5.02(d), "Election of Directors."

ITEM 7.01 REGULATION FD DISCLOSURE

A copy of the press release announcing the appointment of Ms. Lee is attached to this report as Exhibit 99.1. The Company is furnishing the information under this item, including Exhibit 99.1, pursuant to Item 7.01, "Regulation FD Disclosure."

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS




Exhibit Number      Description
     99.1           Director Appointment Press Release by The Procter & Gamble Company
                    dated August 12, 2020
     104            Cover Page Interactive Data File (embedded within the Inline XBRL
                    document)

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