Procter & Gamble : Proxy

Section 1: DEF 14A (DEF 14A)

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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 ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

• Preliminary Proxy Statement
• Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

• Definitive Proxy Statement

• Definitive Additional Materials
• Soliciting Material Pursuant to §240.14a-12

The Procter & Gamble Company

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

• No fee required.

• Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
• 1. Title of each class of securities to which the transaction applies:
  2. Aggregate number of securities to which the transaction applies:
  3. Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
  4. Proposed maximum aggregate value of the transaction:
  5. Total fee paid:
• Fee paid previously with preliminary materials.
• Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
• 1. Amount Previously Paid:

1. Form, Schedule or Registration Statement No.:
2. Filing Party:
3. Date Filed:

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

August 23, 2019

Fellow Procter & Gamble Shareholders:

It is our pleasure to invite you to this year's annual meeting of shareholders. The meeting will take place on Tuesday, October 8, 2019, at 9:00 a.m. Eastern Daylight Time at The Procter & Gamble Company General Offices, 1 Procter & Gamble Plaza, Cincinnati, Ohio 45202. At the meeting, our shareholders will be asked to:

• Elect the 12 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 2019 Stock and Incentive Compensation Plan; and
• Transact such other business as may properly come before the meeting.

Shareholders of record as of the close of business on August 9, 2019 (the "record date") are entitled to vote at the annual meeting and any postponement or adjournment thereof. Please see pages 2-5for additional information regarding admission to the meeting and how to vote your shares. If you plan to attend the meeting in person, we encourage you to register for admission by Monday, October 7. If you are not able to attend the meeting in person, you may join a live webcast of the meeting on the Internet by visiting www.pginvestor.comat 9:00 a.m. Eastern Daylight Time on October 8.

Your vote is important. Please vote your proxy promptly to ensure your shares are properly represented, even if you plan to attend the annual meeting. You can vote by Internet, 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 seeing you at The Procter & Gamble Company General Offices on October 8, 2019.

DAVID S. TAYLOR	DEBORAH P. MAJORAS
CHAIRMAN OF THE BOARD, PRESIDENT	CHIEF LEGAL OFFICER AND SECRETARY
AND CHIEF EXECUTIVE OFFICER
REVIEW THE PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:
VIA THE INTERNET	BY MAIL
Visit www.proxyvote.com.	Sign, date, and return the enclosed proxy card or voting
	instruction form.
BY TELEPHONE	IN PERSON
Call the telephone number on your	Attend the annual meeting in Cincinnati. See page 4 for
proxy card, voting instruction form, or notice.	additional details on how to preregister.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on October 8, 2019: This Notice of Annual Meeting, the Proxy Statement, and the 2019 Annual Report are available at www.proxyvote.com.

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	TABLE OF CONTENTS
Table of Contents
Proxy Summary		i
Glossary of Terms	1
Voting and Meeting Information	2
Election of Directors	6
Item 1. Election of Directors	6
Corporate Governance	16
Director Compensation	28
Compensation & Leadership Development Committee Report	30
Compensation Discussion & Analysis	31
Executive Compensation	47
Summary Compensation Table	47
Grants of Plan-Based Awards Table	50
Outstanding Equity at Fiscal Year-End Table	52
Option Exercises and Stock Vested Table	55
Pension Benefits Table	56
Nonqualified Deferred Compensation Table	58
Payments upon Termination or Change in Control Table	62
Pay Ratio	64
Beneficial Ownership	65
Delinquent Section 16(a) Reports	69
Audit Committee Report	70
Board Proposals	72
Item 2. Proposal to Ratify Appointment of the Independent Registered Public Accounting Firm	72
Item 3. Proposal for Advisory Approval of Executive Compensation	73
Item 4. Proposal to Adopt The Procter & Gamble 2019 Stock and Incentive Compensation Plan	74
Other Matters	78
Exhibits
Exhibit A. Reconciliation of Non-GAAP Financial Measures		A-1
Exhibit B. The Procter & Gamble Company Audit Committee Policies		B-1
Exhibit C. The Procter & Gamble 2019 Stock and Incentive Compensation Plan		C-1