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

On February 9, 2021, the Board of Directors of The Procter & Gamble Company (the "Company") appointed B. Marc Allen, chief strategy officer and senior vice president of Strategy and Corporate Development at The Boeing Company, as a Director of the Company, effective February 10, 2021. Mr. Allen will serve on the Audit and Innovation & Technology Committees.

The Board has determined that Mr. Allen is independent under the NYSE listing standards and the Company's Independence Guidelines. Mr. Allen 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 28, 2020.

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

ITEM 7.01 REGULATION FD DISCLOSURE

The Company issued a news release on February 10, 2021, announcing the appointment of Mr. Allen. A copy of this news release is furnished 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 February 10, 2021
     104            Cover Page Interactive Data File (embedded within the Inline XBRL
                    document)

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