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: |
(2) | Form, Schedule or Registration Statement No.: |
(3) | Filing Party: |
(4) | Date Filed: |
Letter from our Chairman, President, and CEO
August 28, 2020
Fellow Procter & Gamble Shareholders:
As we issue this Proxy Statement, the world continues to face significant uncertainty related to the COVID-19 pandemic. What began as a global health crisis has intensified into an economic and societal challenge of immense scale. As a 183-year-old company, we have a long history of supporting people and communities in times of need, and this is our immediate priority right now. We are protecting the health and well-being of P&G people; maximizing the availability of our products that help people and their families with their health, hygiene, and cleaning needs; and supporting communities with our time, talent, and technical capability.
In our 2020 letter to shareholders, which is included in the Annual Report, we discuss our results for the fiscal year just completed as well as the long-term strategic choices that will continue to guide us in the months and years ahead. We continue to believe our strategya portfolio of daily use brands; meaningful superiority across products, packages, communication, retail execution and value; driving productivity in everything we do; constructive disruption across all areas of our business; and a more empowered, agile, and accountable organizationis the right one, and it is delivering strong, balanced growth and value creation.
I would like to thank you personally for your continued support of P&G, and I want you to know that your Company is stepping forward in these challenging times to continue to serve consumers, customers, and communities, doing our part to be a force for good and force for growth in the world.
David S. Taylor
CHAIRMAN OF THE BOARD, PRESIDENT, AND CHIEF EXECUTIVE OFFICER
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
August 28, 2020
Fellow Procter & Gamble Shareholders:
It is my pleasure to invite you to this years annual meeting of shareholders. The meeting will take place on Tuesday, October 13, 2020, at 12:00 p.m. Eastern Daylight Time. To support the health and well-being of our employees and shareholders, this years meeting will be held virtually via a live audio webcast at www.virtualshareholdermeeting.com/PG2020. 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 Companys executive compensation (the Say on Pay vote); |
☑ | Approve The Procter & Gamble International Stock Ownership Plan, as amended and restated; |
☑ | Vote on the shareholder proposals described in the accompanying proxy statement, if properly presented at the meeting; and |
☑ | Transact such other business as may properly come before the meeting. |
Shareholders of record as of the close of business on August 14, 2020 (the record date) are entitled to vote at the annual meeting and any postponement or adjournment thereof. Please see pages 2-5 for additional information regarding accessing the meeting and how to vote your shares. You do not need to attend the virtual meeting in order to vote your shares.
Your vote is important. Please vote your proxy promptly to ensure your shares are properly represented, even if you plan to join 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 your joining us virtually on October 13, 2020.
|
| |
|
DEBORAH P. MAJORAS CHIEF LEGAL OFFICER AND SECRETARY |
REVIEW THE PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:
![]() |
VIA THE INTERNET IN ADVANCE Visit www.proxyvote.com. |
|
BY MAIL Sign, date, and return the enclosed proxy card or voting instruction form. | |||
|
BY TELEPHONE Call the telephone number on your proxy card, voting instruction form, or notice. |
|
AT THE MEETING Attend the annual meeting virtually. See page 4 for additional details on how to attend. |
The Companys principal executive offices are located at 1 Procter & Gamble Plaza, Cincinnati, Ohio 45202. These proxy materials are first being made available to our shareholders on August 28, 2020.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on October 13, 2020: This Notice of Annual Meeting, the Proxy Statement, and the 2020 Annual Report are available at www.proxyvote.com.
TABLE OF CONTENTS | ||
i | ||
1 | ||
2 | ||
6 | ||
6 | ||
16 | ||
28 | ||
30 | ||
31 | ||
48 | ||
48 | ||
51 | ||
53 | ||
55 | ||
56 | ||
58 | ||
62 | ||
63 | ||
65 | ||
69 | ||
70 | ||
72 | ||
Item 2. Proposal to Ratify Appointment of the Independent Registered Public Accounting Firm |
72 | |
Item 3. Proposal for Advisory Vote on Executive Compensation |
73 | |
74 | ||
Item 5. Shareholder Proposal Report on Efforts to Eliminate Deforestation |
78 | |
81 | ||
84 | ||
Exhibits |
||
A-1 | ||
Exhibit B. The Procter & Gamble Company Audit Committee Policies |
B-1 | |
Exhibit C. The Procter & Gamble Company International Stock Ownership Plan |
C-1 |
PROXY SUMMARY | ||
Voting Matters and Board Recommendations
Voting Matter
|
Vote Standard
|
Board Vote Recommendation
|
See Page
| |||||
Item 1 |
Majority of votes cast |
FOR EACH NOMINEE |
6 | |||||
Item 2 |
Ratification of Independent Registered Public Accounting Firm |
Majority of votes cast |
FOR |
72 | ||||
Item 3 |
Majority of votes cast |
FOR |
73 | |||||
Item 4 |
Approval of The Procter & Gamble Company International Stock Ownership Plan, as amended and restated |
Majority of votes cast |
FOR |
74 | ||||
Item 5 |
Shareholder Proposal Report on Efforts to Eliminate Deforestation, if properly presented |
Majority of votes cast |
AGAINST |
78 | ||||
Item 6 |
Shareholder Proposal Annual Report on Diversity, if properly presented |
Majority of votes cast |
AGAINST |
81 |
Our Board of Director Nominees
![]() |
|
2020 Proxy Statement i | ||||
PROXY SUMMARY | ||
Our Director Nominees
You are being asked to vote on the election of the 12 Directors listed below. Additional information about each nominees background and experience can be found beginning on page 10.
Name |
Position | Age | Board Tenure |
Committee Memberships | ||||
Francis S. Blake(I) |
Former Chairman of the Board and Chief Executive Officer of The Home Depot, Inc. |
71 | 5 years | Audit G&PR | ||||
Angela F. Braly(I) |
Former Chair of the Board, President and Chief Executive Officer of WellPoint, Inc. (now known as Anthem, Inc.) |
59 | 10 years | Audit G&PR (Chair) | ||||
Amy L. Chang(I) |
Executive Vice President and Executive Advisor at Cisco Systems, Inc.; Founder and Former Chief Executive Officer of Accompany, Inc. |
43 | 3 years | Audit I&T | ||||
Joseph Jimenez(I) |
Co-Founder and Managing Partner of Aditum Bio; Former Chief Executive Officer of Novartis AG |
60 | 2 years | C&LD I&T (Chair) | ||||
Debra L. Lee(I) |
Chief Executive Officer of Leading Women Defined, Inc.; Former Chairman and Chief Executive Officer of BET Networks |
66 | Appointed Aug. 2020 |
C&LD G&PR | ||||
Terry J. Lundgren(I) |
Operating Partner of Long-Term Private Capital, a BlackRock fund; Former Executive Chairman, Chairman of the Board and CEO of Macys, Inc. |
68 | 7 years | C&LD (Chair) I&T | ||||
Christine M. McCarthy(I) |
Senior Executive Vice President and Chief Financial Officer of The Walt Disney Company | 65 | 1 year | Audit C&LD | ||||
W. James McNerney, Jr.(I) (Lead Director) |
Senior Advisor at Clayton, Dubilier & Rice, LLC; Former Chairman of the Board, President and Chief Executive Officer of The Boeing Company |
71 | 17 years | C&LD G&PR | ||||
Nelson Peltz(I) |
Chief Executive Officer and Founding Partner of Trian Fund Management, L.P. |
78 | 2 years | G&PR I&T | ||||
David S. Taylor |
Chairman of the Board, President and Chief Executive Officer of the Company |
62 | 5 years | None | ||||
Margaret C. Whitman(I) |
Chief Executive Officer of Quibi; Former President and Chief Executive Officer of Hewlett Packard Enterprise |
64 | 9 years§ | I&T | ||||
Patricia A. Woertz(I) |
Former Chairman and Chief Executive Officer of Archer Daniels Midland Company |
67 | 12 years | Audit (Chair) G&PR |
(I) Independent
Mr. Peltzs experience as CEO and Founding Partner of Trian Fund Management, L.P. continues to be highly valuable to the Board and the Company. The Board therefore determined that these were special circumstances that warranted an exception to the age limits set forth in the Corporate Governance Guidelines and voted to nominate Mr. Peltz for re-election.
Not on any Committees because the Committees are all comprised of independent Directors.
§In addition to her current term of nine years, Ms. Whitman previously served as a Director from 2003 to 2008.
C&LD | Compensation & Leadership Development |
G&PR | Governance & Public Responsibility |
I&T | Innovation & Technology |
ii The Procter & Gamble Company | ||
PROXY SUMMARY | ||
Corporate Governance Highlights
BOARD STRUCTURE & COMPOSITION
GOVERNANCE BEST PRACTICES
2020 Proxy Statement iii | ||||
PROXY SUMMARY | ||
SHAREHOLDER RIGHTS & ENGAGEMENT
iv The Procter & Gamble Company | ||
PROXY SUMMARY | ||
Corporate Citizenship
P&G aims to be a force for good and a force for growth. We serve shareholders and investors and, in doing so, serve employees, business partners, suppliers, communities, governments, and the broader world around us. We have a responsibility to all our stakeholders. That is why our Citizenship work is built in to our business, not bolted on. It is not a separate thing we do on the side. It is how we do business every day around the world.
We provide a comprehensive overview of our work, goals, challenges, and progress in our annual Citizenship Report. The latest version is available at www.pg.com/citizenship2019 (provided for information purposes only and not incorporated herein by reference). Here, we highlight three areas we know are of high priority for our shareholders.
ESG Focus: Our Approach to Addressing Climate Change
We have a meaningful role to play in addressing the impacts of climate change. We are highly engaged in working to minimize our own environmental footprint and in innovating to create products that make responsible consumption irresistible for people everywhere. Our approach includes:
2020 Proxy Statement v | ||||
PROXY SUMMARY | ||
ESG Focus: Our Approach to Long-Term Human Capital Management
We strive to ensure our people are Valued & Included, treating them with respect, recognizing their unique knowledge and skills, supporting their work/life balance with flexibility, and providing competitive compensation and benefits, all in keeping with the strong performance we expect even in a challenging environment.
Finally, we want P&G people to Feel Proud to be P&G by being part of something bigger than themselves, working for a company that has, for nearly two centuries, sought to do the right thing the right way. Together, we look to be a winning team that is both a force for good and a force for growth.
This approach is vital to our strategy of creating and sustaining long-term shareholder value, and it informs our commitment to intentional talent development and broad diversity and inclusion across the organization. For example:
Our unwavering commitment to diversity and inclusion in particular has led us to expand our commitments to advance equality for all peoplethrough both our internal programs that seek to ensure we make meaningful progress in the diversity of our organization and our external efforts to spark constructive dialogue and action. Recognizing the increased focus on demographic data disclosure, we plan to further broaden our disclosures in our upcoming Citizenship Report to provide greater detail on the gender and racial/ethnic diversity of our organization and the principles and best practices we follow to help us continue to strengthen our progress together.
vi The Procter & Gamble Company | ||
PROXY SUMMARY | ||
ESG Focus: Our Approach to Supporting Communities through COVID-19
Like other significant crises, this pandemic has demonstrated the incredible capacity of businesses and communities to urgently come together in the face of unprecedented challenges and act, adapt, and accelerate change. We have a long history of supporting communities in times of need, and by building Citizenship into our business, we can better address these unexpected challenges and opportunities as they arise. Still, we could never have foreseen the scope of the global crisis brought about by COVID-19. This pandemic has exposed inequality in our society, taking and affecting lives differently. It has brought into sharp focus the interdependency of our own health with the health of the planet.
Among our work so far:
| We have stepped up to provide much-needed product donations and financial support. We are partnering with and supporting more than 200 different relief organizations. Our contributions of product and in-kind support are in the tens of millions and continue to increase as we work with communities around the world to understand how we can best serve them. Among other things, these donations help ensure that families who do not have basic access to the everyday essentials many of us take for granted, can have the cleaning, health, and hygiene benefits P&G brands provide. |
| We have used our R&D, engineering and manufacturing expertise to produce critically needed protective supplies, including hand sanitizer, non-medical face masks, and face shields. These supplies have helped us create safe working environments for P&G people and allowed us to help communities across the globe in a time of unprecedented need. |
| We have created a series of films from P&G and our brands, and have also sponsored several events, that help bring needed attention and support to the populations most disproportionately affected by the pandemic. |
This tremendous work has been possible both because of the commitment and agility of P&G people and because we operate with a clear, consistent purpose: to be a force for good and a force for growth.
Key Elements of FY 2019-20 Executive Compensation Program
2020 Proxy Statement vii | ||||
PROXY SUMMARY | ||
CEO Compensation Highlights
viii The Procter & Gamble Company | ||
GLOSSARY OF TERMS | ||
Commonly Used Terms in This Proxy Statement
C&LD |
Compensation & Leadership Development | |
CEO |
Chief Executive Officer | |
CFO |
Chief Financial Officer | |
CHRO |
Chief Human Resources Officer | |
CLO |
Chief Legal Officer | |
COO |
Chief Operating Officer | |
EDCP |
Executive Deferred Compensation Plan | |
EGLIP |
Executive Group Life Insurance Program | |
EPS |
Earnings Per Share | |
FY |
Fiscal Year | |
G&PR |
Governance & Public Responsibility | |
I&T |
Innovation & Technology | |
IRA |
International Retirement Arrangement | |
IRP |
International Retirement Plan | |
ISOP |
International Stock Ownership Plan | |
LTIP |
Long-Term Incentive Program | |
NEO |
Named Executive Officer | |
NYSE |
New York Stock Exchange | |
PSP |
Performance Stock Program | |
PST |
Profit Sharing Trust and Employee Stock Ownership Plan | |
PSU |
Performance Stock Unit | |
RSU |
Restricted Stock Unit | |
SEC |
Securities and Exchange Commission | |
STAR |
Short-Term Achievement Reward | |
TSR |
Total Shareholder Return |
2020 Proxy Statement 1 | ||||
VOTING AND MEETING INFORMATION | ||
Voting and Meeting Information
In connection with the Companys 2020 annual meeting of shareholders, which will take place virtually on October 13, 2020, the Board of Directors has provided these materials to you, either over the Internet or via mail. The Notice was mailed to Company shareholders beginning August 28, 2020, and our proxy materials were posted on the website referenced in the Notice on that same date. The Company, on behalf of its Board, is soliciting your proxy to vote your shares at the 2020 annual meeting of shareholders. We solicit proxies to give shareholders of record an opportunity to vote on matters that will be presented at the annual meeting. In the proxy statement, you will find information on these matters, which is provided to assist you in voting your shares.
2 The Procter & Gamble Company | ||
VOTING AND MEETING INFORMATION | ||
2020 Proxy Statement 3 | ||||
VOTING AND MEETING INFORMATION | ||
4 The Procter & Gamble Company | ||
VOTING AND MEETING INFORMATION | ||
2020 Proxy Statement 5 | ||||
ELECTION OF DIRECTORS | ||
2020 Proxy Statement 7 | ||||
ELECTION OF DIRECTORS | ||
Our Director Nominees Combined Skills and Experience | ||
Consumer Industry/Retail |
Directors with experience in dealing with consumers, particularly in the areas of marketing and selling products or services to consumers, provide valuable insights to the Company. They understand consumer needs, recognize products and marketing campaigns that might resonate with consumers, and identify potential changes in consumer trends and buying habits. | |
Corporate Governance |
Directors with experience in corporate governance, such as service on boards and board committees, or as governance executives of other large, public companies, are familiar with the dynamics and operation of a board of directors and the impact that governance policies have on the Company. This experience supports the Companys goals of strong Board and management accountability, transparency, and protection of shareholder interests. | |
Digital, Technology, and Innovation |
Directors with digital and technology experience help the Company understand the evolution of fast-paced technology, assess and respond to potential information security challenges, and improve efficiency and productivity through oversight of the selection and implementation of new technologies to enhance business operations, marketing, and selling. Additionally, innovation is one of the Companys core strengths and is critical in helping us translate our consumer understanding into new and successful products. Directors with an understanding of innovation help the Company focus its efforts in this important area and track progress against strategic goals and benchmarks. | |
Finance |
Directors with an understanding of accounting and financial reporting processes, particularly in large, global businesses, provide an important oversight role. The Company employs several financial targets to measure its performance, and accurate financial reporting is critical to the Companys legal compliance and overall success. Directors with financial experience are essential for ensuring effective oversight of the Companys financial measures and processes. | |
Government/Regulatory |
Directors with government experience, whether as members of the government or through extensive interactions with government and government agencies, can recognize, identify, and understand the key issues the Company faces in an economy increasingly affected by the role of governments around the world. This experience is particularly helpful during current times of increased volatility and uncertainty in global politics and economics. | |
International |
Directors who have worked in global companies have experience in markets outside of the United States and bring valuable knowledge to the Company, including exposure to different cultural perspectives and practices, and provide critical insight in light of the Companys global scope and significant international revenues. |
8 The Procter & Gamble Company | ||
ELECTION OF DIRECTORS | ||
Leadership, Strategy, and Risk Management |
Directors with significant leadership experience over an extended period, including as chief executive officers, provide the Company with special insights. These individuals demonstrate a practical understanding of how large organizations operate, the importance of talent management, and the method of setting employee and executive compensation. They understand strategy, productivity, and risk management, and how these factors impact the Companys operations and controls. Further, their own significant leadership skills and experiences enable them to help identify and develop other leaders. | |
Marketing |
Directors with experience identifying, developing, and marketing new products, as well as identifying new areas for existing products, can positively impact the Companys operational results, including by helping the Company understand and anticipate evolving marketing practices. |
2020 Proxy Statement 9 | ||||
ELECTION OF DIRECTORS | ||
2020 Proxy Statement 11 | ||||
ELECTION OF DIRECTORS | ||
12 The Procter & Gamble Company | ||
ELECTION OF DIRECTORS | ||
2020 Proxy Statement 13 | ||||
ELECTION OF DIRECTORS | ||
14 The Procter & Gamble Company | ||
ELECTION OF DIRECTORS | ||
2020 Proxy Statement 15 | ||||
CORPORATE GOVERNANCE | ||
The Companys Purpose, Values, and Principles (our PVPs) are the foundation of everything we do, including Corporate Governance. We believe that strong governance practices contribute to better results for shareholders. We maintain governance principles, policies, and practices that support Board and management accountability and serve the best interests of our Company, our shareholders, and other stakeholders.
ISG Principles
|
P&G Practice
| |
Principle 1 |
||
Boards are accountable to shareholders. |
Annual Board self-assessments Declassified Board all Directors elected annually Proxy access for Director nominees Individual Directors tender resignation if they fail to receive majority of votes cast No poison pill Extensive disclosure of corporate governance and Board practices | |
Principle 2 |
||
Shareholders should be entitled to voting rights in proportion to their economic interest. |
One share, one vote No disparate voting rights | |
Principle 3 |
||
Boards should be responsive to shareholders and be proactive in order to understand their perspectives. |
Directors available for shareholder engagement Shareholder outreach process Disclose key actions taken in response to shareholder feedback | |
Principle 4 |
||
Boards should have a strong, independent leadership structure. |
Annual review and determination of leadership structure Independent Lead Director if Chairman not independent Lead Director has robust role and significant duties | |
Principle 5 |
||
Boards should adopt structures and practices that enhance their effectiveness. |
11 of 12 Director nominees are independent All 4 Committees fully independent Greater than 95% average attendance by Directors at Board and Committee meetings in FY 2019-20 Specified retirement age and term limits for Directors | |
Principle 6 |
||
Boards should develop management incentive structures that are aligned with the long-term strategy of the company. |
Board oversees executive compensation programs to align with long-term strategy of the Company Combination of short- and long-term performance goals Executive share ownership program and equity holding requirements |
16 The Procter & Gamble Company | ||
CORPORATE GOVERNANCE | ||
2020 Proxy Statement 17 | ||||
CORPORATE GOVERNANCE | ||
18 The Procter & Gamble Company | ||
CORPORATE GOVERNANCE | ||
2020 Proxy Statement 19 | ||||
CORPORATE GOVERNANCE | ||
Name |
Board | Audit | Compensation & Leadership |
Governance Responsibility |
Innovation & Technology | |||||
Francis S. Blake |
● |
● |
● |
|||||||
Angela F. Braly |
● |
● |
Chair |
|||||||
Amy L. Chang |
● |
● |
● | |||||||
Scott D. Cook |
● |
|||||||||
Joseph Jimenez |
● |
● |
Chair | |||||||
Debra L. Lee |
● |
● |
● |
|||||||
Terry J. Lundgren |
● |
Chair |
● | |||||||
Christine M. McCarthy |
● |
● |
● |
|||||||
W. James McNerney, Jr. |
Lead |
● |
● |
|||||||
Nelson Peltz |
● |
● |
● | |||||||
David S. Taylor |
Chair |
|||||||||
Margaret C. Whitman |
● |
● | ||||||||
Patricia A. Woertz |
● |
Chair |
● |
|||||||
Total FY 2019-20 Meetings |
6 |
8 |
6 |
6 |
2 |
Mr. Cook, who is not standing for re-election, will conclude 20 years of exemplary service to the Company and its shareholders when his current term expires at the 2020 annual meeting. In lieu of serving on any Board Committees this year, Mr. Cook has devoted his time to additional strategic meetings with Company management.
20 The Procter & Gamble Company | ||
CORPORATE GOVERNANCE | ||
2020 Proxy Statement 21 | ||||
CORPORATE GOVERNANCE | ||
22 The Procter & Gamble Company | ||
CORPORATE GOVERNANCE | ||
Audit Committee Oversees the Companys overall risk management process, focusing on accounting and financial controls, financial statement integrity, information security, cybersecurity, legal and regulatory compliance, tax policy and compliance, business continuity planning, and ethics and compliance programs, and routinely discusses the Companys risk profile, risk management, and exposure with management, internal auditors, and our independent registered public accounting firm.
Compensation & Leadership Development Committee Reviews risks related to the development and succession planning of the Companys executive officers as well as risks associated with the Companys compensation policies and practices, as discussed further below under Compensation-Related Risk.
Governance & Public Responsibility Committee Reviews risks related to the Companys corporate governance structure and processes, including Director qualifications, succession planning, and independence, as well as risks related to product quality, public policy, social issues, environmental sustainability, and the Companys reputation.
Innovation & Technology Committee Reviews risks related to emerging technologies, the changing media landscape, the Companys integration of new technology, ingredient safety, and our overall innovation strategy.
|
2020 Proxy Statement 23 | ||||
CORPORATE GOVERNANCE | ||
24 The Procter & Gamble Company | ||
CORPORATE GOVERNANCE | ||
2020 Proxy Statement 25 | ||||
CORPORATE GOVERNANCE | ||
26 The Procter & Gamble Company | ||
CORPORATE GOVERNANCE | ||
2020 Proxy Statement 27 | ||||
DIRECTOR COMPENSATION | ||
28 The Procter & Gamble Company | ||
DIRECTOR COMPENSATION | ||
The following table and footnotes provide information regarding the compensation paid to the Companys non-employee Directors in FY 2019-20. Directors who are employees of the Company receive no compensation for their service as Directors.
DIRECTOR COMPENSATION TABLE |
||||||||||||
Fees |
||||||||||||
Name |
Annual |
Committee |
Total Fees |
Stock |
All
Other |
Total | ||||||
Francis S. Blake |
117,500 |
|
117,500 |
200,000 |
0 |
317,500 | ||||||
Angela F. Braly |
117,500 | 18,750 | 136,250 | 200,000 | 0 | 336,250 | ||||||
Amy L. Chang |
117,500 | | 117,500 | 200,000 | 0 | 317,500 | ||||||
Scott D. Cook |
104,375 | | 104,375 | 200,000 | 0 | 304,375 | ||||||
Joseph Jimenez |
117,500 | 31,875 | 149,375 | 200,000 | 0 | 349,375 | ||||||
Terry J. Lundgren |
117,500 | 23,750 | 141,250 | 200,000 | 0 | 341,250 | ||||||
Christine M. McCarthy |
90,000 | | 90,000 | 200,000 | 0 | 290,000 | ||||||
W. James McNerney, Jr. |
117,500 | 37,500 | 155,000 | 200,000 | 0 | 355,000 | ||||||
Nelson Peltz |
117,500 | | 117,500 | 200,000 | 0 | 317,500 | ||||||
Margaret C. Whitman |
117,500 | | 117,500 | 200,000 | 0 | 317,500 | ||||||
Patricia A. Woertz |
117,500 | 28,750 | 146,250 | 200,000 | 0 | 346,250 |
1 Director fees are paid quarterly. The fees listed here reflect one quarter of payments at the previous retainer amount of $110,000 annually. Each Director may elect to take these fees in cash, unrestricted stock, RSUs (which vest immediately and earn dividend equivalents), or a combination of the three. The total fees for Mr. Cook and Mr. Jimenez reflect an administrative correction to the Committee Chair fees paid to them in FY 2018-19. Mr. Blake elected to take $112,500 of his fees in unrestricted stock, which had a grant date fair value of $112,779. Ms. Braly elected to take $131,250 of her fees in RSUs, which had a grant date fair value of $131,378. Mr. Cook elected to take $60,000 of his fees in cash and $44,375 in unrestricted stock, which had a grant date fair value of $44,473. Mr. Jimenez elected to take $144,375 of his fees in RSUs, which had a grant date fair value of $144,551. Mr. Lundgren elected to take $136,250 of his fees in RSUs, which had a grant date fair value of $136,568. Ms. McCarthy was elected to the Board in October 2019 and her fees were prorated accordingly. She elected to take $30,000 of her fees in cash and $60,000 in RSUs, which had a grant date fair value of $60,075. Mr. McNerney elected to take $150,000 of his fees in unrestricted stock, which had a grant date fair value of $150,217. Ms. Woertz elected to take $71,250 of her fees in cash and $75,000 in RSUs, which had a grant date fair value of $75,125. The remaining Directors took their fees in cash.
2 Each year, upon election at the Companys annual meeting of shareholders, every Director is awarded a $200,000 grant of RSUs which vest after one year as long as the Director remains on the Board. The RSUs earn dividend equivalents that are subject to the same vesting provision as the underlying RSUs and are accrued in the form of additional RSUs each quarter and credited to each Directors holdings. Each Director has 1,686 RSUs outstanding (representing the grant on October 8, 2019, and subsequent dividend equivalents). In addition, Ms. Braly has 4,992 shares of retirement restricted stock outstanding as of June 30, 2020.
3 For all Board meetings throughout the fiscal year, Directors were entitled to bring a guest so long as the Director used the Company aircraft to attend the meeting and the guests attendance did not result in any incremental aircraft costs. Directors are also covered under the same insurance policy as all Company employees for accidental death while traveling on Company business (coverage is $750,000 for each Director). The incremental cost to the Company for this benefit is $3,541. In addition, the Company maintains a Charitable Awards Program for current and retired Directors who were participants prior to July 1, 2003. Under this program, at their death, the Company donates $1,000,000 per Director to up to five qualifying charitable organizations selected by each Director. Directors derive no financial benefit from the program because the charitable deductions accrue solely to the Company. The Company funds this contribution from general corporate assets. In FY 2019-20, one payment was made. The Company also made a $500 donation on behalf of each Director to the Childrens Safe Drinking Water Program or to a different charity of their choice. These donations were also funded from general corporate assets, and the Directors derive no financial benefit from these donations because the charitable deductions accrue solely to the Company. As an employee Director, Mr. Taylor did not receive a retainer, fees, or a stock award.
2020 Proxy Statement 29 | ||||
C&LD COMMITTEE REPORT | ||
Compensation Committee Report
The Compensation & Leadership Development Committee of the Board of Directors has reviewed and discussed the following section of this proxy statement entitled Compensation Discussion & Analysis with management. Based on this review and discussion, the Committee has recommended to the Board that the section entitled Compensation Discussion & Analysis, as it appears on the following pages, be included in this proxy statement and incorporated by reference into the Companys Annual Report on Form 10-K and Form 10-K/A for the fiscal year ended June 30, 2020, dated August 6, 2020, and August 7, 2020, respectively (together, the Form 10-K).
Terry J. Lundgren, Chair
Joseph Jimenez
Christine M. McCarthy
W. James McNerney, Jr.
30 The Procter & Gamble Company | ||
COMPENSATION DISCUSSION & ANALYSIS | ||
Compensation Discussion & Analysis
Introduction
The focus of this discussion and analysis is on the Companys compensation philosophies and programs for its named executive officers (NEOs) for FY 2019-20.
|
David S. Taylor Chairman of the Board, President and Chief Executive Officer
| |||||
|
Jon R. Moeller Vice Chairman, Chief |
![]() |
Mary Lynn Ferguson-McHugh CEO-Family Care and P&G Ventures | |||
|
Steven D. Bishop CEO-Health Care |
![]() |
Carolyn M. Tastad Group President-North |
2020 Proxy Statement 31 | ||||
COMPENSATION DISCUSSION & ANALYSIS | ||
Fiscal Year 2019-20
Returning Value to Shareholders
1 The targets above reflect the original FY 2019-20 financial guidance provided by the Company on July 30, 2019. FY 2019-20 actuals for Organic Sales Growth, Core EPS Growth and Adjusted Free Cash Flow Productivity were used in the calculation of Year 3 Performance Stock Program results, as further detailed on page 41. Organic Sales Growth is a measure of sales growth excluding the impacts of acquisitions and divestitures and foreign exchange from year-over-year comparisons. Core EPS Growth is a measure of the Companys diluted net earnings per share growth excluding certain items that are not judged to be part of the Companys sustainable results or trends. Adjusted Free Cash Flow Productivity is the ratio of adjusted free cash flow (Operating Cash Flow less Capital Expenditures, tax payments related to the Merck Consumer OTC Healthcare acquisition in 2020 and payments for the transitional tax related to the U.S. Tax Act) to Net Earnings. See Exhibit A for a reconciliation of non-GAAP measures, including details on items being adjusted.
2 Through dividends and share repurchase combined.
32 The Procter & Gamble Company | ||
COMPENSATION DISCUSSION & ANALYSIS | ||
2020 Proxy Statement 33 | ||||
COMPENSATION DISCUSSION & ANALYSIS | ||
Compensation Mix
We design our programs so that the main components of NEO compensation (salary, STAR, LTIP, and PSP) vary by type (fixed versus performance-based), length of performance period (short-term versus long-term), and form (cash versus equity). These compensation components are determined by the performance of the individual, the performance of the individuals business unit, and the performance of the Company as a whole. The mix of components is designed to incentivize both individual accountability and collaboration to build long-term shareholder value. The charts below show the average mix of the four main components of FY 2019-20 NEO compensation based on type, length of performance period, and form of compensation.
![]() |
![]() |
![]() |
34 The Procter & Gamble Company | ||
COMPENSATION DISCUSSION & ANALYSIS | ||
Executive Compensation Program Overview
The following table outlines the key components of our Executive Compensation Programs and their purpose.
Program | Purpose | Key Characteristics | ||||||
![]() |
Base Salary | Rewards Individual Performance | Market-competitive based on the median cash compensation of comparable positions in the Peer Group, regressed for revenue size. Fixed component with progression over time based on individual performance and scope of responsibility.
| |||||
![]() |
Short-Term Achievement Reward (STAR) | Rewards Business Unit and Company Performance | At the beginning of the year, the C&LD Committee sets a market-competitive target as a percentage of salary for each NEO based on total cash compensation benchmarking. The STAR award is based on a weighted formula of 70% Business Unit Performance and 30% Total Company Performance. Each factor ranges from 0%-200%, so that exceptional performance results in higher awards and poor performance could result in a zero payout.
Executives can elect to receive stock options in lieu of cash or may elect to defer into a non-qualified deferred compensation account.
| |||||
![]() |
![]() |
Long-Term Incentive Program (LTIP) | Award size rewards individual performance.
Focuses executives on the long-term success of the Company and enhances retention. |
Target grant values are based on peer median long-term compensation target values. Final award amounts are based on business results and individual contributions. 50% of the executives total LTI value is delivered in the LTIP.
Executives can elect to receive their LTIP as stock options with three-year vesting and 10-year expiration or RSUs with three-year cliff-vesting, or a combination of both.
| ||||
![]() |
Performance Stock Program (PSP) | Award size rewards individual performance.
Focuses executives on key financial measures intended to drive P&G to the top-third of our competitive peer group.
|
50% of the executives total LTI value is delivered in the PSP. The initial grant of Performance Stock Units (PSUs) pays out at the end of a three-year performance period based on the Companys performance against four balanced financial metrics that are the key drivers of Total Shareholder Return, and is further modified by a Relative TSR Multiplier.
| |||||
![]() |
Retention and Recognition | Retention of talent or recognition of exceptional performance.
|
RSUs with special vesting. No NEOs received a special equity award in FY 2019-20. | |||||
![]() |
Other Compensation | Ensure the safety and productivity of executives. | Annual physicals, financial planning, transportation, security, life insurance, and corporate aircraft use. | |||||
![]() |
P&G Savings Plan
P&G Profit Sharing Trust and Employee Stock Ownership Plan (PST)
Nonqualified Deferred Compensation Plan
International Retirement Plan (IRP)
Global International Retirement Arrangement (IRA)
|
Provides market-competitive benefits for retirement income and tax-advantaged financial planning. | U.S. employees participate in the PST, in which the Company makes an annual contribution used to purchase Company stock.
Foreign employees participate in the International Retirement Plan, in which they receive RSUs valued at an amount equal to the contribution that would have been contributed under the PST.
A full description of Retirement Programs and Deferred Compensation is provided on page 43. |
2020 Proxy Statement 35 | ||||
COMPENSATION DISCUSSION & ANALYSIS | ||
STAR awards are calculated using the following formula:
The basis for each element of STAR is:
| STAR Target. The C&LD Committee sets STAR targets as a percentage of salary for NEOs using annual bonus benchmarks for similar positions in our Peer Group. |
36 The Procter & Gamble Company | ||
COMPENSATION DISCUSSION & ANALYSIS | ||
| Business Unit Performance Factor. The CEO, COO/CFO, and CHRO (STAR Committee) recommend Business Unit Performance Factors for each business unit, based on a retrospective assessment of the performance of each of the 15 business units against six metrics: |
Goal |
What It Measures |
Purpose of the Measure | ||||||
Organic Sales Growth |
One-year business unit sales growth |
Rewards meeting / exceeding sales growth targets
| ||||||
Operating Profit Growth |
One-year business unit profit growth |
Rewards meeting / exceeding profit growth targets
| ||||||
Adjusted Free Cash Flow Productivity |
One-year business unit cash flow productivity |
Rewards effective conversion of earnings into cash
| ||||||
Value Share |
One-year business unit increase in value share |
Rewards market share growth versus competition
| ||||||
Operating TSR |
One-year business unit total shareholder return |
Rewards balanced top- and bottom-line growth with strong cash flow
| ||||||
Internal Controls |
One-year measure of audit results and issue remediation
|
Rewards strong governance and stewardship
|
2020 Proxy Statement 37 | ||||
COMPENSATION DISCUSSION & ANALYSIS | ||
The C&LD Committee then reviewed the recommendations provided for the Business Unit Performance Factors and, after considering the performance of the total Company and the appropriate combination of Business Unit Performance Factors for each NEO, approved the following STAR awards:
FY 2019-20 STAR AWARDS | ||||||||||||||
NEO |
STAR
|
Business Unit
|
Total Company
|
STAR
|
STAR Award
| |||||||||
David S. Taylor |
3,400,000 | 167 | 200 | 6,014,600 | 177 | |||||||||
Jon R. Moeller |
1,610,000 | 167 | 200 | 2,848,090 | 177 | |||||||||
Steven D. Bishop |
910,000 | 170 | 200 | 1,628,900 | 179 | |||||||||
Mary Lynn Ferguson-McHugh |
910,000 | 192 | 200 | 1,767,448 | 194 | |||||||||
Carolyn M. Tastad |
800,000 | 190 | 200 | 1,544,000 | 193 |
38 The Procter & Gamble Company | ||
COMPENSATION DISCUSSION & ANALYSIS | ||
The C&LD Committee sets targets at the beginning of each performance period for the following categories (Performance Categories):
Goal |
What It Measures |
Purpose of Measure | ||||||||
|
Relative Organic Sales Growth |
3-year compounded sales growth relative to the competitive peer group
|
Rewards strong sales growth relative to peers | |||||||
Core EPS Growth |
3-year compounded core earnings per share growth
|
Rewards meeting / exceeding Core EPS target
| ||||||||
![]() |
Constant Currency Core BeforeTax Operating Profit Growth
|
3-year core before tax profit excluding the impact of foreign exchange
|
Rewards meeting / exceeding operating profit growth target
| |||||||
Adjusted Free Cash Flow Productivity |
3-year average free cash flow productivity |
Rewards effective conversion of earnings into cash to enable strong cash return to shareholders
| ||||||||
Relative TSR Multiplier |
3-year Total Shareholder Return relative to competitive peer group |
Increases payouts for top quartile performance and reduces payouts for bottom quartile performance
|
The formula is as follows:
2020 Proxy Statement 39 | ||||
COMPENSATION DISCUSSION & ANALYSIS | ||
FY 2019-20 LONG-TERM INCENTIVE GRANTS
The following long-term incentive grants were made in FY 2019-20. Award amounts approved by the C&LD Committee vary from the grant date fair value shown in the table due to the impact of the Relative TSR Multiplier on the fair value of the PSUs granted under the PSP on the grant date. The actual compensation realized by each NEO will be determined by future Company performance.
FY 2019-20 LONG-TERM INCENTIVE GRANTS | ||||||||||||
PSP Grant | LTIP Grant | Total | ||||||||||
PSUs | Grant Date | Options | RSUs | Grant Date | Grant Date | |||||||
Fair Value | Fair Value | Fair Value | ||||||||||
NEO |
(#) | ($) | (#) | (#) | ($) | ($) | ||||||
David S. Taylor |
60,718 | 7,524,782 | 226,898 | 30,359 | 6,875,055 | 14,399,837 | ||||||
Jon R. Moeller |
30,911 | 3,830,800 | 173,268 | 7,728 | 3,500,051 | 7,330,851 | ||||||
Steven D. Bishop |
14,785 | 1,832,305 | 82,876 | 3,697 | 1,674,182 | 3,506,487 | ||||||
Mary Lynn Ferguson-McHugh |
14,785 | 1,832,305 | 0 | 14,785 | 1,674,106 | 3,506,411 | ||||||
Carolyn M. Tastad |
14,486 | 1,795,250 | 81,199 | 3,622 | 1,640,284 | 3,435,534 |
40 The Procter & Gamble Company | ||
COMPENSATION DISCUSSION & ANALYSIS | ||
PSP GOAL SETTING
In conjunction with deciding the amount and allocation of the NEOs long-term incentive opportunities for FY 2019-20, the C&LD Committee set the PSP Performance Factors listed below for the three-year performance period starting July 1, 2019 through June 30, 2022. The delivery of results against these goals, combined with the relative TSR multiplier, will determine the ultimate payout for this portion of compensation.
PSP GOALS FOR PERFORMANCE PERIOD JULY 1, 2019JUNE 30, 2022 | ||||||||||||||||||
Organic Sales Growth (30% Weighting)1 |
Constant Currency Core (20% Weighting)2 |
Core EPS Growth (30% Weighting)3 |
Adjusted
Free (20% Weighting)4 |
|||||||||||||||
% Growth |
Payout Factor |
% Growth |
Payout Factor |
% Growth |
Payout Factor |
% | Payout Factor |
|||||||||||
80th | 200% | ³11.0 | 200% | ³12.0 | 200% | ³115 | 200% | |||||||||||
70th | 167% | 9.3 | 167% | 10.3 | 167% | 107 | 167% | |||||||||||
60th | 133% | 7.7 | 133% | 8.7 | 133% | 98 | 133% | |||||||||||
Target 50th | 100% | Target 6.0 | 100% | Target 7.0 | 100% | Target 90 | 100% | |||||||||||
40th | 67% | 4.3 | 67% | 5.3 | 67% | 82 | 67% | |||||||||||
30th | 33% | 2.7 | 33% | 3.7 | 33% | 73 | 33% | |||||||||||
£20th | 0% | £1.0 | 0% | £2.0 | 0% | £65 | 0% |
1 Organic Sales Growth is a measure of sales growth excluding the impacts of acquisitions, divestitures, foreign exchange, and (as appropriate) certain other items from year-over-year comparisons, and will be based on the 3-year compound annual growth rate within a peer group of directly competitive consumer product companies. See Exhibit A for a definition of non-GAAP measures.
2 Constant Currency Core Before-Tax Operating Profit Growth is a measure of operating profit growth adjusted to exclude foreign exchange impacts and certain items that are not deemed to be part of the Companys sustainable results, and will be based on the 3-year compound annual growth rate. See Exhibit A for a definition of non-GAAP measures.
3 Core EPS Growth is a measure of the Companys diluted net earnings per share growth, adjusted for certain items that are not deemed to be part of the Companys sustainable results, and will be based on the 3-year compound annual growth rate. See Exhibit A for a definition of non-GAAP measures.
4 Adjusted Free Cash Flow Productivity is the ratio of the 3-year sum of Operating Cash Flow excluding (as appropriate) certain impacts less the 3-year sum of Capital Expenditures to the 3-year sum of Net Earnings excluding (as appropriate) certain charges. See Exhibit A for a definition of non-GAAP measures.
2020 Proxy Statement 41 | ||||
COMPENSATION DISCUSSION & ANALYSIS | ||
LOOKING BACK: REALIZED PAY FOR PSP PERFORMANCE PERIOD JULY 1, 2017JUNE 30, 2020
In addition to setting the performance goals for the new PSP cycle, the C&LD Committee reviewed the results for the Performance Period (July 1, 2017 to June 30, 2020), which paid out at the end of FY 2019-20. The C&LD Committee reviewed these results against the goals established at the beginning of that Performance Period to determine the realized pay for each NEO. Note that the measures used in the FY 2017-20 program differ from those used in programs beginning with FY 2018-21. The revised program made the following changes: Organic Sales Growth became a relative measure based on a percentile rank within a peer group, and a Relative TSR Multiplier was included.
PSP RESULTS FOR JULY 1, 2017JUNE 30, 2020 | ||||||||
Performance Factors
|
Target
|
Actual
|
Weight
|
Result
| ||||
Organic Sales Growth1 |
3.0% |
4.1% |
30% |
173% | ||||
Constant Currency Core Before-Tax Operating Profit Growth2 |
5.7% |
8.4% |
20% |
190% | ||||
Core EPS Growth3 |
6.7% |
9.3% |
30% |
187% | ||||
Adjusted Free Cash Flow Productivity4 |
90% |
108% |
20% |
172% | ||||
PSP Payout (Average of Performance Factors) |
180% |
1 Organic Sales Growth is a measure of sales growth excluding the impacts of the India Goods and Services Tax implementation in fiscal 2018, the adoption of a new accounting standard on revenue recognition in fiscal 2019, acquisitions, divestitures and foreign exchange from year-over-year comparisons.
2 Constant Currency Core Before-Tax Operating Profit Growth is the 3-year compound annual growth rate of Before-Tax Operating Profit, adjusted to exclude foreign exchange impacts, the charges for Shave Care impairment in fiscal 2019 and incremental restructuring in all periods. See Exhibit A for a reconciliation of non-GAAP measures.
3 Core EPS Growth is the 3-year compound annual growth rate of the Companys diluted net earnings per share from continuing operations, adjusted for charges for early extinguishment of debt in fiscal 2017 and 2018, the transitional impacts of the U.S. Tax Act in fiscal 2018, the gain on dissolution of the PGT Healthcare partnership, the charges for Shave Care impairment and anti-dilutive impacts in fiscal 2019 and incremental restructuring in all periods. See Exhibit A for a reconciliation of non-GAAP measures.
4 Adjusted Free Cash Flow Productivity is the ratio of the 3-year sum of Operating Cash Flow excluding tax payments related to the transitional taxes from the U.S. Tax Act in both fiscal 2019 and 2020 and tax payments related to the Merck Consumer OTC Healthcare acquisition in fiscal 2020, less the 3-year sum of Capital Expenditures to the 3-year sum of Net Earnings excluding the Shave Care impairment charges in fiscal 2019 and the gain on the dissolution of the PGT Healthcare partnership in fiscal 2019, the transitional impact of the U.S. Tax Act in fiscal 2018, and the losses on early extinguishment of debt in fiscal 2018. See Exhibit A for a reconciliation of non-GAAP measures.
The NEOs received PSP payouts at 80% above target based on very strong financial results. The resulting NEO payouts are indicated below:
REALIZED PAY FOR PERFORMANCE PERIOD JULY 1, 2017JUNE 30, 2020 | ||||||||||
Named Executive Officer
|
PSUs Granted Plus (#)
|
Market Value of ($)
|
PSP Payout (%)
|
Final PSUs (#)
|
Market Value of ($)
| |||||
David S. Taylor |
85,012 |
10,164,879 |
180 |
153,022 |
18,296,841 | |||||
Jon R. Moeller |
38,088 |
4,554,134 |
180 |
68,558 |
8,197,480 | |||||
Steven D. Bishop |
21,209 |
2,535,920 |
180 |
38,176 |
4,564,704 | |||||
Mary Lynn Ferguson-McHugh |
22,127 |
2,645,744 |
180 |
39,829 |
4,762,354 | |||||
Carolyn M. Tastad |
19,814 |
2,369,141 |
180 |
35,665 |
4,264,464 |
1 The value of PSUs at target and awarded was calculated by multiplying the number of PSUs and accumulated dividend equivalents by the Company stock price as of June 30, 2020. These PSUs will deliver in shares of Common Stock or RSUs (as elected by the participants) in August 2020. The market value of the final award does not include a final payment of dividend equivalents on the PSUs, which took place on August 17, 2020, prior to delivery in shares.
42 The Procter & Gamble Company | ||
COMPENSATION DISCUSSION & ANALYSIS | ||
2020 Proxy Statement 43 | ||||
COMPENSATION DISCUSSION & ANALYSIS | ||
Executive Compensation Changes for FY 2020-21
Beginning with the 2019-20 fiscal year, the Committee started total compensation reviews for executive officers in the August meeting to better align fiscal year-end business results with compensation decisions. Related to this change, the grant date for LTIP and PSP awards was moved from the last business day in February to the first business day in October. Annual salary reviews are effective September 1.
In prior years, executive officers had to work through June 30 of the year they received LTIP and PSP grants to retain their awards. Coincident with moving the grant date from February to October, beginning in FY 2020-21, LTIP and PSP awards for those officers who retire or exit with a written separation agreement in the year following the award date will be prorated based on number of days worked in the year following the grant.
Compensation Governance Practices and Oversight
Our executive compensation practices are designed to incent strong performance, support good governance, and mitigate excessive risk-taking.
|
44 The Procter & Gamble Company | ||
COMPENSATION DISCUSSION & ANALYSIS | ||
2020 Proxy Statement 45 | ||||
COMPENSATION DISCUSSION & ANALYSIS | ||
PEER GROUP FOR RELATIVE TSR MULTIPLIER
The Company also establishes a peer group to calculate the Relative TSR Multiplier used in our PSP formula. These companies are ones with which we compete in the marketplace.
Peer Group for 2019 Compensation Decisions |
Peer Group for Relative TSR Multiplier for 2019-22 | |||||
Performance Period | ||||||
Unique Peers |
Common Peers |
Unique Peers | ||||
3M |
Lockheed Martin | Colgate-Palmolive | Essity | |||
Abbott Laboratories |
Merck | Johnson & Johnson | LOreal | |||
AT&T |
Microsoft | Kimberly-Clark | Beiersdorf | |||
Boeing |
Mondelez | Unilever | ||||
Chevron |
Nike | Church & Dwight | ||||
Coca-Cola |
PepsiCo | Kao | ||||
ExxonMobil |
Pfizer | Unicharm | ||||
General Electric |
Raytheon Technologies | Henkel | ||||
HP Inc. |
Verizon | Reckitt Benckiser | ||||
Home Depot |
Wal-Mart Stores | Clorox | ||||
IBM |
Edgewell | |||||
46 The Procter & Gamble Company | ||
COMPENSATION DISCUSSION & ANALYSIS | ||
2020 Proxy Statement 47 | ||||
EXECUTIVE COMPENSATION | ||
The following tables, footnotes, and narratives provide information regarding the compensation, benefits, and equity holdings in the Company for the NEOs.
The following table and footnotes provide information regarding the compensation of the NEOs for the fiscal years shown.
FY 201920 SUMMARY COMPENSATION TABLE |
Name and Principal Position
|
Year
|
Salary
|
Bonus1
|
Stock
|
Option
|
Non- Incentive Plan sation ($)
|
Change in qualified ($)
|
All
|
Total ($)
| ||||||||||||||||||||||||||||||||||||
David S. Taylor |
|||||||||||||||||||||||||||||||||||||||||||||
Chairman of the |
201920 | 1,700,000 | 6,014,600 | 11,242,037 | 3,437,505 | 0 | 0 | 510,986 | 22,905,128 | ||||||||||||||||||||||||||||||||||||
Board, President |
201819 | 1,650,000 | 5,409,400 | 9,768,118 | 3,251,263 | 0 | 0 | 420,031 | 20,498,812 | ||||||||||||||||||||||||||||||||||||
and Chief Executive Officer |
201718 | 1,600,000 | 2,736,000 | 9,642,358 | 3,125,011 | 0 | 0 | 250,887 | 17,354,256 | ||||||||||||||||||||||||||||||||||||
Jon R. Moeller |
|||||||||||||||||||||||||||||||||||||||||||||
Vice Chairman, |
201920 | 1,150,000 | 2,848,090 | 4,863,501 | 2,625,010 | 0 | 0 | 119,421 | 11,606,022 | ||||||||||||||||||||||||||||||||||||
Chief Operating Officer |
201819 | 1,050,000 | 2,171,715 | 3,911,517 | 2,258,157 | 0 | 0 | 85,939 | 9,477,328 | ||||||||||||||||||||||||||||||||||||
and Chief Financial Officer |
201718 | 1,000,000 | 1,111,500 | 3,637,453 | 2,100,126 | 0 | 0 | 110,277 | 7,959,356 | ||||||||||||||||||||||||||||||||||||
Steven D. Bishop |
201920 | 910,000 | 1,628,900 | 2,371,962 | 1,255,571 | 0 | 0 | 82,246 | 6,248,679 | ||||||||||||||||||||||||||||||||||||
Chief Executive Officer |
201819 | 870,000 | 1,390,260 | 2,200,194 | 694,580 | 0 | 0 | 76,245 | 5,231,279 | ||||||||||||||||||||||||||||||||||||
Health Care |
201718 | 845,000 | 645,975 | 1,670,893 | 1,559,250 | 0 | 0 | 74,103 | 4,795,221 | ||||||||||||||||||||||||||||||||||||
Mary Lynn |
|||||||||||||||||||||||||||||||||||||||||||||
Ferguson-McHugh |
|||||||||||||||||||||||||||||||||||||||||||||
Chief Executive Officer |
201920 | 910,000 | 1,767,448 | 3,629,011 | 0 | 0 | 0 | 101,000 | 6,407,459 | ||||||||||||||||||||||||||||||||||||
Family Care |
201819 | 877,500 | 1,543,300 | 2,429,675 | 770,875 | 0 | 0 | 75,741 | 5,697,091 | ||||||||||||||||||||||||||||||||||||
and P&G Ventures |
201718 | 847,500 | 698,062 | 2,550,837 | 813,390 | 0 | 0 | 67,867 | 4,977,656 | ||||||||||||||||||||||||||||||||||||
Carolyn M. Tastad |
|||||||||||||||||||||||||||||||||||||||||||||
Group President |
201920 | 793,333 | 1,544,000 | 2,299,344 | 1,230,165 | 0 | 899,000 | 85,215 | 6,851,057 | ||||||||||||||||||||||||||||||||||||
North America |
201819 | 736,667 | 1,400,680 | 2,734,909 | 378,345 | 0 | 657,000 | 80,954 | 5,988,555 | ||||||||||||||||||||||||||||||||||||
and Chief Sales Officer |
1 For FY 2019-20, Bonus reflects FY 2019-20 STAR awards that will be paid on September 15, 2020. Each NEO who participated in STAR could elect to take his or her STAR award in cash, deferred compensation, or stock options. For FY 2019-20, Mr. Taylor chose to take his STAR award as 35% cash, 55% stock options, and 10% deferred compensation. Mr. Moeller, Mr. Bishop, and Ms. Ferguson-McHugh took their awards in cash. Ms. Tastad took her award in stock options.
2 For FY 2019-20, Stock Awards include the grant date fair value of any PST Restoration Program and the PSUs granted in February 2020 under the PSP. It also includes the grant date fair value of RSUs granted in February 2020 under the LTIP Stock Grant. The amount shown is determined in accordance with FASB ASC Topic 718. For more information regarding these awards, including retention and vesting requirements and applicable performance measures, see pages 38-42 of the Compensation Discussion & Analysis. For PSP awards, which are subject to performance conditions, the value is based on the probable outcome of the conditions at grant date. The value of the PSUs assuming the highest level of performance conditions will be achieved is: Mr. Taylor, $13,750,000; Mr. Moeller, $7,000,000; Mr. Bishop, $3,348,180; Ms. Ferguson-McHugh, $3,348,180; Ms. Tastad, $3,280,400.
3 Option Awards for FY 2019-20 include the grant date fair value of each LTIP Stock Grant, determined in accordance with FASB ASC Topic 718.
48 The Procter & Gamble Company | ||
EXECUTIVE COMPENSATION | ||
We utilize an industry standard lattice-based valuation model to calculate the fair value for stock options granted. Assumptions utilized in the model, which are evaluated and revised to reflect market conditions and experience, were as follows:
Years ended June 30: |
2020 |
2019 |
2018 | |||
Interest rate |
1.11.4% |
2.52.7% |
1.92.9% | |||
Weighted average interest rate |
1.3% |
2.6% |
2.8% | |||
Dividend yield |
2.4% |
3.0% |
3.1% | |||
Expected volatility |
17% |
17% |
18% | |||
Expected life in years |
9.2 |
9.2 |
9.2 |
Lattice-based option valuation models incorporate ranges of assumptions for inputs and those ranges are disclosed in the preceding table. Expected volatility is based on a combination of historical volatility of our stock and implied volatilities of call options on our stock. We use historical data to estimate option exercise and employee termination patterns within the valuation model. The expected life of options granted is derived from the output of the option valuation model and represents the average period of time that options granted are expected to be outstanding. The interest rate for periods within the contractual life of the options is based on the U.S. Treasury yield curve in effect at the time of grant. For information on the valuation assumptions with respect to grants made in prior fiscal years, please see the corresponding note to the Consolidated Financial Statements contained in the Companys Annual Report for the respective fiscal year. For more information regarding these awards, including retention and vesting requirements and applicable performance measures, see page 40 of the Compensation Discussion & Analysis.
4 This column reflects aggregate changes in the actuarial present value of Ms. Tastads pension benefits under The Procter & Gamble Company Global IRA and The Procter & Gamble Company Canada Plan. None of the other NEOs participates in a pension plan. None of the NEOs had above-market earnings on deferred compensation.
5 Please see the table below for information on the numbers that comprise the All Other Compensation column.
ALL OTHER COMPENSATION |
Name and Principal Position |
Year | Retirement Plan Contributionsi ($) |
Executive Group Life Insuranceii ($) |
Flexible Compensation Program Contributionsiii ($) |
Expatriate, Relocation and Tax Equalization Paymentsiv ($) |
Executive Benefitsv ($) |
Totalvi ($) | ||||||||||||||||||||||||||||
David S. Taylor |
|||||||||||||||||||||||||||||||||||
Chairman of the |
201920 | 60,244 | 15,825 | 5,550 | 0 | 429,367 | 510,986 | ||||||||||||||||||||||||||||
Board, President |
201819 | 55,555 | 13,776 | 5,450 | 0 | 345,250 | 420,031 | ||||||||||||||||||||||||||||
and Chief Executive Officer |
201718 | 54,157 | 9,384 | 5,350 | 0 | 181,996 | 250,887 | ||||||||||||||||||||||||||||
Jon R. Moeller |
|||||||||||||||||||||||||||||||||||
Vice Chairman, |
201920 | 60,244 | 11,827 | 5,550 | 0 | 41,800 | 119,421 | ||||||||||||||||||||||||||||
Chief Operating Officer |
201819 | 55,555 | 9,314 | 5,450 | 0 | 15,620 | 85,939 | ||||||||||||||||||||||||||||
and Chief Financial Officer |
201718 | 54,157 | 7,710 | 5,350 | 0 | 43,060 | 110,277 | ||||||||||||||||||||||||||||
Steven D. Bishop |
201920 | 60,244 | 7,952 | 5,550 | 0 | 8,500 | 82,246 | ||||||||||||||||||||||||||||
CEOHealth Care |
201819 | 55,555 | 6,740 | 5,450 | 0 | 8,500 | 76,245 | ||||||||||||||||||||||||||||
201718 | 54,157 | 5,726 | 5,350 | 0 | 8,870 | 74,103 | |||||||||||||||||||||||||||||
Mary Lynn |
|||||||||||||||||||||||||||||||||||
Ferguson-McHugh |
201920 | 60,244 | 5,162 | 5,550 | 0 | 30,044 | 101,000 | ||||||||||||||||||||||||||||
CEOFamily Care |
201819 | 55,555 | 4,507 | 5,450 | 0 | 10,229 | 75,741 | ||||||||||||||||||||||||||||
and P&G Ventures |
201718 | 54,157 | 3,025 | 5,350 | 0 | 5,335 | 67,867 | ||||||||||||||||||||||||||||
Carolyn M. Tastad |
|||||||||||||||||||||||||||||||||||
Group President |
201920 | 60,244 | 9,121 | 5,550 | 0 | 10,300 | 85,215 | ||||||||||||||||||||||||||||
North America |
201819 | 55,555 | 7,759 | 5,450 | 0 | 12,190 | 80,954 | ||||||||||||||||||||||||||||
and Chief Sales Officer |
i Amounts contributed by the Company pursuant to the PST, a qualified defined contribution plan providing retirement benefits for U.S.-based employees. NEOs also receive contributions in the form of RSU grants pursuant to the PST Restoration Program, a nonqualified defined contribution plan. These RSU awards are included in the Stock Awards column of the Summary Compensation Table.
2020 Proxy Statement 49 | ||||
EXECUTIVE COMPENSATION | ||
ii Under the Executive Group Life Insurance Program (EGLIP), the Company offers key executives who have substantially contributed to the success and development of the business, and upon whom the future of the Company chiefly depends, life insurance coverage equal to salary plus their STAR target up to a maximum of $5,000,000. These policies are owned by the Company. Because premium payments are returned to the Company when the benefit is paid out, we believe the annual premiums paid by the Company overstate the Companys true cost of providing this life insurance benefit. Accordingly, the amounts shown in the table are an average based on Internal Revenue Service tables used to value the term cost of such coverage for calendar year 2019 and calendar year 2020, which reflect what it would cost the executive to obtain the same coverage in a term life insurance policy. The average of the two calendar years was used because fiscal year data is not available. The average of the dollar value of the premiums actually paid by the Company in calendar years 2019 and 2020 under these policies were as follows: Mr. Taylor, $354,897, Mr. Moeller, $88,108, Mr. Bishop, $53,545, Ms. Ferguson-McHugh, $62,209, and Ms. Tastad, $69,120. This program is in addition to any other Company-provided group life insurance in which an NEO may enroll that is also available to all employees on the same basis.
iii Flexible Compensation Program Contributions are given in the form of credits to pay for coverage in a number of benefit plans including, but not limited to, medical insurance and additional life insurance. Employees may also receive unused credits as cash. Credits are earned based on PST years of service.
iv The Company provides assistance to certain employees, including NEOs, related to expenses incurred in connection with expatriate assignments and Company-required relocations. The Company did not pay any such assistance to the NEOs in FY 2019-20.
v In addition, all NEOs are entitled to the following personal benefits: financial counseling (including tax preparation), an annual physical examination, occasional use of a Company car, secure workplace parking, and home security and monitoring. The costs associated with Mr. Taylors use of a Company car were $19,334. The costs associated with home security and monitoring for Mr. Taylor were $10,488. While Company aircraft is generally used for Company business only, the CEO is required to use Company aircraft for all air travel, including travel to outside board meetings and personal travel, pursuant to the Companys executive security program established by the Board of Directors. While traveling on Company aircraft, the CEO and Chairman of the Board may bring a limited number of guests (spouse, family member, or similar guest) to accompany him. The aggregate incremental aircraft usage costs associated with Mr. Taylors personal use of the Company aircraft during FY 2019-20 were $394,215. Mr. Moeller, Mr. Bishop, Ms. Ferguson-McHugh, and Ms. Tastad are permitted to use the Company aircraft for travel to outside board meetings and, if the Company aircraft is already scheduled for business purposes and can accommodate additional passengers, may use it for personal travel and guest accompaniment. The aggregate incremental aircraft usage costs associated with Mr. Moellers personal use of the Company aircraft were $31,500 and for Ms. Ferguson-McHugh were $16,165. None of the other NEOs used the Company aircraft for these purposes in FY 2019-20. The incremental costs to the Company for these benefits, other than use of Company aircraft, are the actual costs or charges incurred by the Company for the benefits. The incremental cost to the Company for use of the Company aircraft is calculated by using an hourly rate for each flight hour. The hourly rate is based on the variable operational costs of each flight, including fuel, maintenance, flight crew travel expense, catering, communications and fees, including flight planning, ground handling and landing permits. For any flights that involved mixed personal and business usage, any personal usage hours that exceed the business usage are utilized to determine the incremental cost to the Company.
vi This total does not reflect a charitable donation of $10,000 made by the Company to the Childrens Safe Drinking Water Program on behalf of the Companys Global Leadership Council, of which each NEO is a member. This donation was funded from general corporate assets, and the NEOs derived no financial benefits from this donation because this charitable deduction accrues solely to the Company.
50 The Procter & Gamble Company | ||
EXECUTIVE COMPENSATION | ||
The following table and footnotes provide information regarding grants of equity under Company plans made to the NEOs during FY 2019-20.
GRANTS OF PLAN-BASED AWARDS |
Grant |
Compensation & Leadership Development Committee Action Date |
Estimated Future Payouts Under Equity Incentive Plan Awards |
All Stock |
All Other of |
Exercise of |
Grant Date Fair Value of Stock and Option ($) | |||||||||||||||||||||||||||||||||||||||
Name/Plan Name |
Threshold (#) |
Target (#) |
Maximum (#) | ||||||||||||||||||||||||||||||||||||||||||
David S. Taylor |
|||||||||||||||||||||||||||||||||||||||||||||
LTIP Options4 |
02/28/2020 | 02/11/2020 | 226,898 | 113.23 | 3,437,505 | ||||||||||||||||||||||||||||||||||||||||
LTIP RSUs5 |
02/28/2020 | 02/11/2020 | 30,359 | 3,437,550 | |||||||||||||||||||||||||||||||||||||||||
PSUs6 |
02/28/2020 | 02/11/2020 | 0 | 60,718 | 121,436 | 7,524,782 | |||||||||||||||||||||||||||||||||||||||
PST Restoration RSUs7 |
08/01/2019 | 06/11/2019 | 2,521 | 279,705 | |||||||||||||||||||||||||||||||||||||||||
STAR Stock Options8 |
09/13/2019 | 08/13/2019 | 77,633 | 122.12 | 1,352,367 | ||||||||||||||||||||||||||||||||||||||||
Jon R. Moeller |
|||||||||||||||||||||||||||||||||||||||||||||
LTIP Options4 |
02/28/2020 | 02/11/2020 | 173,268 | 113.23 | 2,625,010 | ||||||||||||||||||||||||||||||||||||||||
LTIP RSUs5 |
02/28/2020 | 02/11/2020 | 7,728 | 875,041 | |||||||||||||||||||||||||||||||||||||||||
PSUs6 |
02/28/2020 | 02/11/2020 | 0 | 30,911 | 61,822 | 3,830,800 | |||||||||||||||||||||||||||||||||||||||
PST Restoration RSUs7 |
08/01/2019 | 06/11/2019 | 1,421 | 157,660 | |||||||||||||||||||||||||||||||||||||||||
Steven D. Bishop |
|||||||||||||||||||||||||||||||||||||||||||||
LTIP Options4 |
02/28/2020 | 02/11/2020 | 82,876 | 113.23 | 1,255,571 | ||||||||||||||||||||||||||||||||||||||||
LTIP RSUs5 |
02/28/2020 | 02/11/2020 | 3,697 | 418,611 | |||||||||||||||||||||||||||||||||||||||||
PSUs6 |
02/28/2020 | 02/11/2020 | 0 | 14,785 | 29,570 | 1,832,305 | |||||||||||||||||||||||||||||||||||||||
PST Restoration RSUs7 |
08/01/2019 | 06/11/2019 | 1,091 | 121,046 | |||||||||||||||||||||||||||||||||||||||||
Mary Lynn Ferguson-McHugh |
|||||||||||||||||||||||||||||||||||||||||||||
LTIP RSUs5 |
02/28/2020 | 02/11/2020 | 14,785 | 1,674,106 | |||||||||||||||||||||||||||||||||||||||||
PSUs6 |
02/28/2020 | 02/11/2020 | 0 | 14,785 | 29,570 | 1,832,305 | |||||||||||||||||||||||||||||||||||||||
PST Restoration RSUs7 |
08/01/2019 | 06/11/2019 | 1,105 | 122,600 | |||||||||||||||||||||||||||||||||||||||||
Carolyn M. Tastad |
|||||||||||||||||||||||||||||||||||||||||||||
LTIP Options4 |
02/28/2020 | 02/11/2020 | 81,199 | 113.23 | 1,230,165 | ||||||||||||||||||||||||||||||||||||||||
LTIP RSUs5 |
02/28/2020 | 02/11/2020 | 3,622 | 410,119 | |||||||||||||||||||||||||||||||||||||||||
PSUs6 |
02/28/2020 | 02/11/2020 | 0 | 14,486 | 28,972 | 1,795,250 | |||||||||||||||||||||||||||||||||||||||
PST Restoration RSUs7 |
08/01/2019 | 06/11/2019 | 847 | 93,975 | |||||||||||||||||||||||||||||||||||||||||
STAR Stock Options8 |
09/13/2019 | 08/13/2019 | 80,407 | 122.12 | 1,400,690 |
1 Grant dates for equity awards are consistent from year to year. Beginning with the 2020-21 fiscal year, LTIP and PSP grants will be made in October.
2 The options granted were awarded using the closing price of the Company stock on the date of the grant.
3 This column reflects the grant date fair value of each award computed in accordance with FASB ASC Topic 718. For stock awards, the actual amount paid will be based on the stock price on the delivery date. For options, the actual amount paid will be determined by multiplying the number of shares acquired by the difference between the market price of the Companys common stock upon exercise and the grant price of the options.
4 These options are forfeitable until the later of retirement eligibility or June 30th after the grant date, and will become exercisable on February 28, 2023, and expire on February 28, 2030.
5 These units are forfeitable until the later of retirement eligibility or June 30th after the grant date, and will deliver in shares on February 28, 2023. These units accumulate dividend equivalents at the same rate as dividends paid on common stock.
2020 Proxy Statement 51 | ||||
EXECUTIVE COMPENSATION | ||
6 For awards granted under the Performance Stock Program, see page 41 of the Compensation Discussion & Analysis for applicable performance measures. These units are forfeitable until the later of retirement eligibility or June 30th after the grant date, and will deliver in shares in August 2022 unless elected otherwise by the NEO, subject to applicable tax rules and regulations. These units accumulate dividend equivalents at the same rate as dividends paid on common stock.
7 For awards granted under the PST Restoration Program, dividend equivalents are earned at the same rate as dividends paid on common stock. These units will deliver in shares one year following retirement unless elected otherwise by the NEO, subject to applicable tax rules and regulations.
8 These options are nonforfeitable, and will become exercisable on September 13, 2022, and expire on September 13, 2029.
52 The Procter & Gamble Company | ||
EXECUTIVE COMPENSATION | ||
Outstanding Equity at Fiscal Year End
The following table and footnotes provide information regarding unexercised stock options and stock awards that have not yet vested as of the end of FY 2019-20.
OUTSTANDING EQUITY AT FISCAL YEAR-END TABLE |
Option Awards |
Stock Awards | ||||||||||||||||||||||||||||||||||||||||||||
Name/Plan Name |
Grant Date |
Number
of Securities Underlying Unexercised Options Exercisable1 (#) |
Number
of Securities Underlying Unexercised Options Unexercisable1 (#) |
Option Exercise Price ($) |
Option Expiration Date |
Number of Shares or Units of Stock that Have Not Vested2 (#) |
Market Value of Shares or Units of Stock that Have Not Vested3 ($) |
Equity Plan |
Equity Plan | ||||||||||||||||||||||||||||||||||||
David S. Taylor |
|||||||||||||||||||||||||||||||||||||||||||||
Key Manager |
02/28/2014 |
86,960 |
78.6600 |
02/28/2024 |
|||||||||||||||||||||||||||||||||||||||||
STAR |
09/15/2014 |
65,054 |
83.8700 |
09/15/2024 |
|||||||||||||||||||||||||||||||||||||||||
Key Manager |
02/27/2015 |
176,202 |
85.1300 |
02/27/2025 |
|||||||||||||||||||||||||||||||||||||||||
STAR |
09/15/2015 |
68,275 |
69.4500 |
09/15/2025 |
|||||||||||||||||||||||||||||||||||||||||
Key Manager |
02/29/2016 |
205,095 |
80.2900 |
02/27/2026 |
|||||||||||||||||||||||||||||||||||||||||
STAR |
09/15/2016 |
126,874 |
88.0600 |
09/15/2026 |
|||||||||||||||||||||||||||||||||||||||||
LTIP |
02/28/2017 |
280,899 |
91.0700 |
02/26/2027 |
|||||||||||||||||||||||||||||||||||||||||
STAR |
09/15/2017 |
315,392 |
93.2700 |
09/15/2027 |
|||||||||||||||||||||||||||||||||||||||||
LTIP |
02/28/2018 |
252,017 |
78.5200 |
02/28/2028 |
|||||||||||||||||||||||||||||||||||||||||
STAR |
09/14/2018 |
143,748 |
83.6100 |
09/14/2028 |
|||||||||||||||||||||||||||||||||||||||||
LTIP |
02/28/2019 |
230,586 |
98.5500 |
02/28/2029 |
|||||||||||||||||||||||||||||||||||||||||
PSP |
02/28/2019 |
57,550 |
6,881,254 | ||||||||||||||||||||||||||||||||||||||||||
STAR |
09/13/2019 |
77,633 |
122.1200 |
09/13/2029 |
|||||||||||||||||||||||||||||||||||||||||
LTIP |
02/28/2020 |
226,898 |
113.2300 |
02/28/2030 |
|||||||||||||||||||||||||||||||||||||||||
PSP |
02/28/2020 |
61,141 |
7,310,749 | ||||||||||||||||||||||||||||||||||||||||||
Jon R. Moeller |
|||||||||||||||||||||||||||||||||||||||||||||
Key Manager |
02/27/2015 |
132,151 |
85.1300 |
02/27/2025 |
|||||||||||||||||||||||||||||||||||||||||
Key Manager |
02/29/2016 |
150,393 |
80.2900 |
02/27/2026 |
|||||||||||||||||||||||||||||||||||||||||
LTIP |
02/28/2017 |
190,034 |
91.0700 |
02/26/2027 |
|||||||||||||||||||||||||||||||||||||||||
LTIP |
02/28/2018 |
169,365 |
78.5200 |
02/28/2028 |
|||||||||||||||||||||||||||||||||||||||||
LTIP |
02/28/2019 |
160,153 |
98.5500 |
02/28/2029 |
|||||||||||||||||||||||||||||||||||||||||
PSP |
02/28/2019 |
27,181 |
3,250,152 | ||||||||||||||||||||||||||||||||||||||||||
LTIP |
02/28/2020 |
173,268 |
113.2300 |
02/28/2030 |
|||||||||||||||||||||||||||||||||||||||||
PSP |
02/28/2020 |
31,126 |
3,721,855 |
2020 Proxy Statement 53 | ||||
EXECUTIVE COMPENSATION | ||
OUTSTANDING EQUITY AT FISCAL YEAR-END TABLE |
Option Awards |
Stock Awards | ||||||||||||||||||||||||||||||||||||||||||||
Name/ Plan Name |
Grant Date |
Number
of Securities Underlying Unexercised Options Exercisable1 (#) |
Number
of Securities Underlying Unexercised Options Unexercisable1 (#) |
Option Exercise Price ($) |
Option Expiration Date |
Number of Shares or Units of Stock that Have Not Vested2 (#) |
Market Value of Shares or Units of Stock that Have Not Vested3 ($) |
Equity Incentive Plan |
Equity Incentive Plan | ||||||||||||||||||||||||||||||||||||
Steven D. Bishop |
|||||||||||||||||||||||||||||||||||||||||||||
Key Manager |
02/28/2013 |
68,452 |
76.1800 |
02/28/2023 |
|||||||||||||||||||||||||||||||||||||||||
Key Manager |
02/28/2014 |
99,797 |
78.6600 |
02/28/2024 |
|||||||||||||||||||||||||||||||||||||||||
STAR |
09/15/2014 |
22,336 |
83.8700 |
09/15/2024 |
|||||||||||||||||||||||||||||||||||||||||
Key Manager |
02/27/2015 |
96,324 |
85.1300 |
02/27/2025 |
|||||||||||||||||||||||||||||||||||||||||
STAR |
09/15/2015 |
47,777 |
69.4500 |
09/15/2025 |
|||||||||||||||||||||||||||||||||||||||||
Key Manager |
02/29/2016 |
54,802 |
80.2900 |
02/27/2026 |
|||||||||||||||||||||||||||||||||||||||||
LTIP |
02/28/2017 |
132,725 |
91.0700 |
02/26/2027 |
|||||||||||||||||||||||||||||||||||||||||
LTIP |
02/28/2018 |
125,746 |
78.5200 |
02/28/2028 |
|||||||||||||||||||||||||||||||||||||||||
LTIP |
02/28/2019 |
49,261 |
98.5500 |
02/28/2029 |
|||||||||||||||||||||||||||||||||||||||||
PSP |
02/28/2019 |
12,541 |
1,499,527 | ||||||||||||||||||||||||||||||||||||||||||
LTIP |
02/28/2020 |
82,876 |
113.2300 |
02/28/2030 |
|||||||||||||||||||||||||||||||||||||||||
PSP |
02/28/2020 |
14,888 |
1,780,167 | ||||||||||||||||||||||||||||||||||||||||||
Mary Lynn Ferguson-McHugh |
|||||||||||||||||||||||||||||||||||||||||||||
Key Manager |
02/28/2013 |
39,381 |
76.1800 |
02/28/2023 |
|||||||||||||||||||||||||||||||||||||||||
Key Manager |
02/28/2014 |
49,899 |
78.6600 |
02/28/2024 |
|||||||||||||||||||||||||||||||||||||||||
Key Manager |
02/27/2015 |
48,162 |
85.1300 |
02/27/2025 |
|||||||||||||||||||||||||||||||||||||||||
Key Manager |
02/29/2016 |
54,802 |
80.2900 |
02/27/2026 |
|||||||||||||||||||||||||||||||||||||||||
LTIP |
02/28/2017 |
70,693 |
91.0700 |
02/26/2027 |
|||||||||||||||||||||||||||||||||||||||||
LTIP |
02/28/2018 |
65,596 |
78.5200 |
02/28/2028 |
|||||||||||||||||||||||||||||||||||||||||
LTIP |
02/28/2019 |
54,672 |
98.5500 |
02/28/2029 |
|||||||||||||||||||||||||||||||||||||||||
PSP |
02/28/2019 |
13,918 |
1,664,295 | ||||||||||||||||||||||||||||||||||||||||||
PSP |
02/28/2020 |
14,888 |
1,780,167 | ||||||||||||||||||||||||||||||||||||||||||
Carolyn M. Tastad |
|||||||||||||||||||||||||||||||||||||||||||||
STAR |
09/15/2014 |
21,496 |
83.8700 |
09/15/2024 |
|||||||||||||||||||||||||||||||||||||||||
STAR |
09/15/2015 |
30,371 |
69.4500 |
09/15/2025 |
|||||||||||||||||||||||||||||||||||||||||
STAR |
09/15/2016 |
37,698 |
88.0600 |
09/15/2026 |
|||||||||||||||||||||||||||||||||||||||||
LTIP |
02/28/2017 |
96,559 |
91.0700 |
02/26/2027 |
|||||||||||||||||||||||||||||||||||||||||
STAR |
09/15/2017 |
71,929 |
93.2700 |
09/15/2027 |
|||||||||||||||||||||||||||||||||||||||||
LTIP |
02/28/2018 |
88,106 |
78.5200 |
02/28/2028 |
|||||||||||||||||||||||||||||||||||||||||
STAR |
09/14/2018 |
48,232 |
83.6100 |
09/14/2028 |
|||||||||||||||||||||||||||||||||||||||||
LTIP |
02/28/2019 |
26,833 |
98.5500 |
02/28/2029 |
|||||||||||||||||||||||||||||||||||||||||
PSP |
02/28/2019 |
13,662 |
1,633,685 | ||||||||||||||||||||||||||||||||||||||||||
STAR |
09/13/2019 |
80,407 |
122.1200 |
09/13/2029 |
|||||||||||||||||||||||||||||||||||||||||
LTIP |
02/28/2020 |
81,199 |
113.2300 |
02/28/2030 |
|||||||||||||||||||||||||||||||||||||||||
PSP |
02/28/2020 |
14,587 |
1,744,166 |
54 The Procter & Gamble Company | ||
EXECUTIVE COMPENSATION | ||
1 The following provides details regarding the vesting date for each of the option grants included in the table. The Vest Date indicates the date the options become exercisable.
Option Awards | ||||||
Grant Date |
Vest Date |
Grant Date |
Vest Date | |||
02/28/2013 |
02/28/2016 |
02/28/2017 |
02/28/2020 | |||
09/13/2013 |
09/13/2016 |
09/15/2017 |
09/15/2020 | |||
02/28/2014 |
02/28/2017 |
02/28/2018 |
02/26/2021 | |||
09/15/2014 |
09/15/2017 |
09/14/2018 |
09/14/2021 | |||
02/27/2015 |
02/27/2018 |
02/28/2019 |
02/28/2022 | |||
09/15/2015 |
09/15/2018 |
09/13/2019 |
09/13/2022 | |||
02/29/2016 |
02/28/2019 |
02/28/2020 |
02/28/2023 | |||
09/15/2016 |
09/15/2019 |
2 The following provides details regarding the vesting date for PSU holdings included in the table. The Vest Date for PSUs indicates the date the award is earned. The PSU awards are delivered in shares in August following the date the award is earned after the board certifies payout results.
Stock Awards | ||||
Award Type |
Grant Date |
Vest Date | ||
PSP PSUs |
02/28/2019 |
06/30/2021 | ||
PSP PSUs |
02/28/2020 |
06/30/2022 |
3 The Market Value of PSUs or RSUs that have not vested was determined by multiplying the closing market price of Company stock on June 30, 2020 ($119.57) by the number of PSUs or RSUs, respectively.
Option Exercises and Stock Vested
The following table and footnotes provide information regarding stock option exercises and stock vesting during FY 2019-20 for the NEOs.
OPTION EXERCISES AND STOCK VESTED |
Option Awards |
Stock Awards | |||||||||||||||||||||||||||||
Name/Plan Name
|
Option
|
Number of Shares (#)
|
Value Realized
|
Stock Award
|
Number of (#)
|
Value Realized on Vesting4 ($)
| ||||||||||||||||||||||||
David S. Taylor5 |
||||||||||||||||||||||||||||||
Key Manager |
02/28/2013 |
108,297 |
5,291,568 |
|||||||||||||||||||||||||||
STAR |
09/13/2013 |
74,520 |
3,595,693 |
|||||||||||||||||||||||||||
Key Manager |
02/28/2014 |
30,000 |
1,104,222 |
|||||||||||||||||||||||||||
PSP 2017-2020 |
02/28/2018 |
153,022 |
18,296,841 | |||||||||||||||||||||||||||
PST Restoration |
08/01/2019 |
2,521 |
279,705 | |||||||||||||||||||||||||||
LTIP |
02/28/2020 |
30,571 |
3,655,333 | |||||||||||||||||||||||||||
Jon R. Moeller6 |
||||||||||||||||||||||||||||||
Key Manager |
02/29/2012 |
122,187 |
6,166,991 |
|||||||||||||||||||||||||||
Key Manager |
02/28/2013 |
127,987 |
6,543,895 |
|||||||||||||||||||||||||||
Key Manager |
02/28/2014 |
130,626 |
4,925,666 |
|||||||||||||||||||||||||||
PSP 2017-2020 |
02/28/2018 |
68,559 |
8,197,600 | |||||||||||||||||||||||||||
PST Restoration |
08/01/2019 |
1,421 |
157,660 | |||||||||||||||||||||||||||
LTIP |
02/28/2020 |
7,782 |
930,479 |
2020 Proxy Statement 55 | ||||
EXECUTIVE COMPENSATION | ||
OPTION EXERCISES AND STOCK VESTED |
Option Awards |
Stock Awards | |||||||||||||||||||||||||||||
Name/ Plan Name
|
Option
|
Number of Shares (#)
|
Value Realized
|
Stock Award
|
Number of (#)
|
Value Realized on Vesting4 ($)
| ||||||||||||||||||||||||
Steven D. Bishop7 |
||||||||||||||||||||||||||||||
Key Manager |
02/29/2012 |
32,945 |
1,630,160 |
|||||||||||||||||||||||||||
Key Manager |
02/28/2013 |
30,000 |
1,419,600 |
|||||||||||||||||||||||||||
PSP 2017-2020 |
02/28/2018 |
38,177 |
4,564,824 | |||||||||||||||||||||||||||
PST Restoration |
08/01/2019 |
1,091 |
121,046 | |||||||||||||||||||||||||||
LTIP |
02/28/2020 |
3,723 |
445,132 | |||||||||||||||||||||||||||
Mary Lynn Ferguson-McHugh8 |
||||||||||||||||||||||||||||||
Key Manager |
02/29/2012 |
37,027 |
1,795,069 |
|||||||||||||||||||||||||||
Special Award |
11/03/2014 |
5,723 |
686,360 | |||||||||||||||||||||||||||
PSP 2017-2020 |
02/28/2018 |
39,831 |
4,762,593 | |||||||||||||||||||||||||||
PST Restoration |
08/01/2019 |
1,105 |
122,600 | |||||||||||||||||||||||||||
LTIP |
02/28/2020 |
14,888 |
1,780,167 | |||||||||||||||||||||||||||
Carolyn M. Tastad9 |
||||||||||||||||||||||||||||||
STAR |
09/13/2013 |
8,145 |
384,674 |
|||||||||||||||||||||||||||
Key Manager |
02/28/2014 |
29,240 |
1,392,357 |
|||||||||||||||||||||||||||
PSP 2017-2020 |
02/28/2018 |
35,666 |
4,264,584 | |||||||||||||||||||||||||||
PST Restoration |
08/01/2019 |
847 |
93,975 | |||||||||||||||||||||||||||
LTIP |
02/28/2020 |
3,647 |
436,102 |
1 The Number of Shares Acquired on Exercise is the gross number of shares acquired.
2 The Value Realized on Exercise was determined by multiplying the number of shares acquired by the difference between the market price of the Companys common stock upon exercise and the grant price of the options.
3 Number of Shares Acquired on Vesting is the gross number of shares acquired. Please see footnote 2 in the Outstanding Equity at Fiscal Year-End Table for the definition of vesting for Stock Awards.
4 Value Realized on Vesting was determined by multiplying the number of shares acquired by the actual market price obtained or, in the absence of a broker transaction, value was determined by the closing price on the vesting date. The value of PSUs was determined by multiplying the closing market price of Company stock on June 30, 2020 ($119.57) by the number of PSUs. The market value of the PSUs does not included a final payment of dividend equivalents on the PSUs, which took place on August 17, 2020, prior to delivery in shares.
5 Mr. Taylors February 2020 LTIP RSU Grant vested June 30, 2020 because he is retirement eligible.
6 Mr. Moellers February 2020 LTIP RSU Grant vested June 30, 2020 because he is retirement eligible.
7 Mr. Bishops February 2020 LTIP RSU Grant vested June 30, 2020 because he is retirement eligible.
8 Ms. Ferguson-McHughs February 2020 LTIP RSU Grant vested June 30, 2020 because she is retirement eligible.
9 Ms. Tastads February 2020 LTIP RSU Grant vested June 30, 2020 because she is retirement eligible.
The following table and footnotes provide information regarding the Companys pension plans for Ms. Tastad as of the end of FY 2019-20. None of the other NEOs had any such arrangements with the Company.
PENSION BENEFITS | ||||||||
Name |
Plan Name | Number of Years of Credited Service1 |
Present Value of Accumulated Benefit2 ($) |
Payments During ($) | ||||
Carolyn M. Tastad |
The Procter & Gamble Company Global IRA |
16 years, 2 months |
3,952,000 |
|||||
The Procter & Gamble Company Canada Plan |
11 years, 1 months |
365,000 |
1 Numbers in this column are computed as of the same pension plan measurement date used for financial statement reporting purposes for the Companys audited financial statements as found in Note 8 to the Consolidated Financial Statements contained in the Companys 2020 Annual Report on Form 10-K.
56 The Procter & Gamble Company | ||
EXECUTIVE COMPENSATION | ||
2 The following provides the assumptions used in each plan to calculate present value under SEC rules. The actual calculation of Ms. Tastads benefit at the time of her retirement may vary according to the terms of the Global IRA and Canada Plan at the time:
Assumptions
|
Global IRA
|
Canada Plan
| ||
Retirement Age |
60 |
60 (unreduced retirement age) | ||
Discount Rate |
2.24% |
2.52% | ||
Salary Increase Rate |
4.80% |
N/A | ||
Pension Increase Rate |
N/A |
0.50% | ||
Pre-Retirement Decrements |
None |
None | ||
Post-Retirement Mortality Table |
Pri-2012 using MP-2019 |
2014 Private Sector Canadian Pensioners Mortality Table, projected generationally using improvement scale MI-2017
|
The following exchange rate as of June 30, 2020, was used to calculate present value:
US$ 0.73206: Canadian Dollar 1.00000
The Procter & Gamble Global International Retirement Arrangement (Global IRA)
The Global IRA is designed to provide a supplemental retirement benefit to certain employees who permanently transfer from one country to another country during the course of their employment with the Company. The Global IRA benefit is intended to supplement the total pension benefits (both Company-provided and government-provided) that such employees earned while working for the Company, in light of salary increases received and retirement benefits provided in the final home country. The program was closed to new participants in 2012. To calculate the Global IRA benefit, first a Global IRA target is calculated using the following formula:
The Global IRA target is converted to a present-day lump sum amount, using discount and mortality rates for the final home country. This lump sum amount is reduced by the present-day value of certain benefits earned while working in previous home countries (such as Company-provided and government-provided pension benefits), as well as other actuarial factors and assumptions, which, under Plan rules, may change from time to time. The reduced lump sum amount is the Global IRA benefit.
The Procter & Gamble Company Canada Plan (Canada Plan)
The Canada Plan is a defined benefit plan for Canada-based employees enrolled prior to 1999. The Canada Plan provides for post-retirement benefits based on the employees salary and years of service in Canada. The Canada Plan benefit is calculated in accordance with the following formula:
2020 Proxy Statement 57 | ||||
EXECUTIVE COMPENSATION | ||
The benefit is paid as a monthly pension at retirement. The normal retirement age is 65, and there is a surviving spouse benefit of full pension payments for the first five years after retirement and two-thirds of the pension payment after that.
Nonqualified Deferred Compensation
The following table and footnotes provide information regarding the Companys non-tax-qualified defined contribution and deferred compensation plans for each of the NEOs for FY 2019-20. For a complete understanding of the table and the footnotes, please read the narrative that follows the table.
NONQUALIFIED DEFERRED COMPENSATION TABLE | ||||||||||||||
Name |
Plan Name | Aggregate Balance at |
Executive Contributions in Last FY ($) |
Registrant Contributions in Last FY ($) |
Aggregate Earnings in Last FY1 ($) |
Aggregate Withdrawals/ Distributions ($) |
Aggregate Balance at | |||||||
David S. Taylor |
Executive Deferred Compensation Plan |
2,724,129 |
270,470 |
103,242 |
3,097,8412 | |||||||||
Employee Stock and Incentive Compensation Plan3 |
15,426,954 |
3,655,3324 |
1,383,929 |
3,955,4155 |
16,510,8006 | |||||||||
PST Restoration Program |
3,445,659 |
279,7057 |
318,846 |
23,845 |
4,020,3658 | |||||||||
Jon R. Moeller |
Employee Stock and Incentive Compensation Plan3 |
4,802,350 |
930,4799 |
424,570 |
2,198,00910 |
3,959,39011 | ||||||||
PST Restoration Program |
2,305,306 |
157,6607 |
288,801 |
13,415 |
2,738,35212 | |||||||||
Mary Lynn Ferguson-McHugh |
Employee Stock and Incentive Compensation Plan3 |
4,992,284 |
1,780,16713 |
430,148 |
2,087,11214 |
5,115,48715 | ||||||||
PST Restoration Program |
2,224,307 |
122,6007 |
275,729 |
10,244 |
2,612,39216 | |||||||||
Steven D. Bishop |
Employee Stock and Incentive Compensation Plan3 |
1,980,111 |
445,13217 |
202,963 |
138,17218 |
2,490,03419 | ||||||||
PST Restoration Program |
2,054,663 |
121,0467 |
255,462 |
8,415 |
2,422,75620 | |||||||||
Carolyn M. Tastad |
Employee Stock and Incentive Compensation Plan3 |
5,465,714 |
436,10221 |
492,020 |
2,001,33822 |
4,392,49823 | ||||||||
International Retirement Plan |
931,994 |
98,391 |
1,030,385 | |||||||||||
PST Restoration Program |
651,961 |
93,9757 |
86,563 |
7,805 |
824,69424 |
1 Because none of the amounts included in this column are above-market earnings under SEC reporting rules, they are not reflected in the Summary Compensation Table.
2 Total includes $528,773 previously reported in Summary Compensation Tables for prior years.
3 Amounts shown include awards granted under the terms of either The Procter & Gamble 2009 Plan, The Procter & Gamble 2014 Plan, or The Procter & Gamble 2019 Plan, depending on which plan was in effect at the time the NEO elected to defer the award.
4 Total reflects the 2020 LTIP Stock Grant which became nonforfeitable on June 30, 2020 because Mr. Taylor is retirement eligible. This award is also reported in the Summary Compensation Table found on page 48 of this proxy statement.
5 Total reflects the delivery of a 2017 LTIP grant and taxes withheld on prior grants.
6 Total includes $9,059,785 previously reported in Summary Compensation Tables for prior years.
7 Total reflects registrant contributions in the form of RSUs pursuant to the PST Restoration Program, 100% of which are also reported in the Stock Awards column on the Summary Compensation Table found on page 48 of this proxy statement.
8 Total includes $1,037,072 previously reported in Summary Compensation Tables for prior years.
58 The Procter & Gamble Company | ||
EXECUTIVE COMPENSATION | ||
9 Total reflects the 2020 LTIP Stock Grant which became nonforfeitable on June 30, 2020 because Mr. Moeller is retirement eligible. This award is also reported in the Summary Compensation Table found on page 48 of this proxy statement.
10 Total reflects the delivery of a 2015 Key Manager grant, a 2017 LTIP grant, and taxes withheld on prior grants.
11 Total includes $2,139,934 previously reported in Summary Compensation Tables for prior years.
12 Total includes $1,223,140 previously reported in Summary Compensation Tables for prior years.
13 Total reflects the 2020 LTIP Stock Grant which became nonforfeitable on June 30, 2020 because Ms. Ferguson-McHugh is retirement eligible. This award is also reported in the Summary Compensation Table found on page 48 of this proxy statement.
14 Total reflects the delivery of a 2015 Key Manager grant, a 2017 LTIP grant, and taxes withheld on prior grants.
15 Total includes $1,584,346 previously reported in Summary Compensation Tables for prior years.
16 Total includes $332,601 previously reported in Summary Compensation Tables for prior years.
17 Total reflects the 2020 LTIP Stock Grant which became nonforfeitable on June 30, 2020 because Mr. Bishop is retirement eligible. This award is also reported in the Summary Compensation Table found on page 48 of this proxy statement.
18 Total reflects taxes withheld on prior grants.
19 Total includes $751,130 previously reported in Summary Compensation Tables for prior years.
20 Total includes $318,887 previously reported in Summary Compensation Tables for prior years.
21 Total reflects the 2020 LTIP Stock Grant which became nonforfeitable on June 30, 2020 because Ms. Tastad is retirement eligible. This award is also reported in the Summary Compensation Table found on page 48 of this proxy statement.
22 Total reflects the delivery of a 2015 Key Manager grant, a 2017 LTIP grant, and taxes withheld on prior grants.
23 Total includes $1,135,099 previously reported in Summary Compensation Tables for prior years.
24 Total includes $86,377 previously reported in Summary Compensation Tables for prior years.
2020 Proxy Statement 59 | ||||
EXECUTIVE COMPENSATION | ||
60 The Procter & Gamble Company | ||
EXECUTIVE COMPENSATION | ||
Key Compensation Programs
The following table describes the general treatment of compensation under the Companys key programs under various separation scenarios for all Company employees, including the NEOs.
Compensation Element |
Voluntary Separation or Termination for Cause |
Written Separation Agreement |
Retirement or Disability |
Change in Control |
Death | |||||
Separation Allowance
|
None
|
Company has discretion to pay up to 1 times salary.
|
None
|
None
|
None
| |||||
STAR
|
No acceleration of awards. Eligible for award only if worked the entire year.
|
No acceleration of awards. Pro-rated payment based on time worked.
|
No acceleration of awards. Pro-rated payment based on time worked.
|
No acceleration of awards. Pro-rated payment based on time worked.
|
No acceleration of awards. Pro-rated payment based on time worked.
| |||||
LTIP Stock Grant
|
All outstanding awards forfeited at separation.
|
No acceleration of option vesting or RSU delivery. All awards are retained subject to original terms, except for the current year grant if separation occurs before June 30.
|
No acceleration of option vesting or RSU delivery. All awards are retained subject to original terms, except for the current year grant if separation occurs before June 30.
|
For awards granted under the 2009, 2014, and 2019 plans, vesting only accelerated if awards not assumed, unless termination without cause or resignation with good reason.
|
Vesting accelerated for all awards.
| |||||
PSP Grant
|
All outstanding awards forfeited at separation.
|
No acceleration of payment. All awards are retained subject to original terms, except for the current year grant if separation occurs before June 30.
|
No acceleration of payment. All awards are retained subject to original terms, except for the current year grant if separation occurs before June 30.
|
Awards paid out at target at time of the Change in Control.
|
No acceleration of payment. All awards are retained subject to original terms.
| |||||
Special Equity Awards
|
Unvested awards are forfeited at separation.
|
Unvested awards are forfeited at separation unless otherwise specified by the CHRO as authorized by the C&LD Committee.
|
Unvested awards are forfeited at separation unless otherwise specified by the CHRO as authorized by the C&LD Committee.
|
Vesting accelerated and award paid at time of the Change in Control if awards not assumed, unless termination without cause or resignation with good reason.
|
Vesting accelerated and award paid at time of death.
|
2020 Proxy Statement 61 | ||||
EXECUTIVE COMPENSATION | ||
Estimated Post-Employment Treatment of Compensation and Benefits
The following table and footnotes quantify the treatment of compensation or value of benefits that each NEO would receive under the Companys compensation programs upon various scenarios for termination of employment or a change in control of the Company. The amounts shown assume the event that triggered the treatment occurred on June 30, 2020.
Name |
Voluntary Separation or Termination for Cause ($) |
Written Separation Agreement ($) |
Retirement or Disability ($) |
Change in Control ($) |
Death ($) | |||||
David S. Taylor |
||||||||||
Salary |
0 |
1,700,000 |
0 |
0 |
0 | |||||
STAR1 |
0 |
0 |
0 |
0 |
13,463,988 | |||||
Long-Term Incentive Program2 |
0 |
16,630,749 |
16,630,749 |
16,630,749 |
16,630,749 | |||||
PSP3 |
0 |
14,192,003 |
14,192,003 |
14,192,003 |
14,192,003 | |||||
Executive Group Life Insurance |
0 |
0 |
0 |
0 |
5,100,000 | |||||
Jon R. Moeller |
||||||||||
Salary |
0 |
1,150,000 |
0 |
0 |
0 | |||||
STAR1 |
0 |
0 |
0 |
0 |
0 | |||||
Long-Term Incentive Program2 |
0 |
11,417,368 |
11,417,368 |
11,417,368 |
11,417,368 | |||||
PSP3 |
0 |
6,972,007 |
6,972,007 |
6,972,007 |
6,972,007 | |||||
Special Equity Awards4 |
0 |
0 |
0 |
0 |
0 | |||||
Executive Group Life Insurance |
0 |
0 |
0 |
0 |
2,760,000 | |||||
Steven D. Bishop |
||||||||||
Salary |
0 |
910,000 |
0 |
0 |
0 | |||||
STAR1 |
0 |
0 |
0 |
0 |
0 | |||||
Long-Term Incentive Program2 |
0 |
6,722,773 |
6,722,773 |
6,722,773 |
6,722,773 | |||||
PSP3 |
0 |
3,279,694 |
3,279,694 |
3,279,694 |
3,279,694 | |||||
Special Equity Awards4 |
0 |
0 |
0 |
0 |
0 | |||||
Executive Group Life Insurance |
0 |
0 |
0 |
0 |
1,820,000 |
62 The Procter & Gamble Company | ||
EXECUTIVE COMPENSATION | ||
PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | ||||||||||
Name |
Voluntary Separation or Termination for Cause ($) |
Written Separation Agreement ($) |
Retirement or Disability ($) |
Change in Control ($) |
Death ($) | |||||
Mary Lynn Ferguson-McHugh |
||||||||||
Salary |
0 |
910,000 |
0 |
0 |
0 | |||||
STAR1 |
0 |
0 |
0 |
0 |
0 | |||||
Long-Term Incentive Program2 |
0 |
3,841,921 |
3,841,921 |
3,841,921 |
3,841,921 | |||||
PSP3 |
0 |
3,444,462 |
3,444,462 |
3,444,462 |
3,444,462 | |||||
Special Equity Awards4 |
0 |
0 |
0 |
0 |
0 | |||||
Executive Group Life Insurance |
0 |
0 |
0 |
0 |
1,820,000 | |||||
Carolyn M. Tastad |
||||||||||
Salary |
0 |
800,000 |
0 |
0 |
0 | |||||
STAR1 |
0 |
0 |
0 |
0 |
3,626,156 | |||||
Long-Term Incentive Program2 |
0 |
4,695,583 |
4,695,583 |
4,695,583 |
4,695,583 | |||||
PSP3 |
0 |
3,377,851 |
3,377,851 |
3,377,851 |
3,377,851 | |||||
Special Equity Awards4 |
0 |
0 |
0 |
0 |
0 | |||||
Executive Group Life Insurance |
0 |
0 |
0 |
0 |
1,600,000 |
1 STAR awards previously elected in stock options that would vest and become exercisable immediately upon death. No other amounts are included for STAR because the NEO would be entitled to the same payment whether or not separation occurred on June 30, 2020.
2 Upon voluntary separation or termination, all outstanding awards would be forfeited. While all unvested awards are retained (except for the current year grant if separation occurs before June 30) in the event of Company encouraged separation, retirement, or disability, these events do not trigger any change in the original payment terms of the awards. The amounts shown for the LTIP Stock Grant in the event of Company-encouraged separation, retirement or disability represents the value of the unexercisable stock options and undelivered RSUs as of June 30, 2020, that would be retained at separation and payout according to the original terms and timing of the grants. Awards vest and become immediately exercisable in the event of death or change in control with termination for reasons other than cause or for good reason.
3 Upon voluntary separation or termination, all outstanding awards would be forfeited. While all unvested awards are retained (except for the current year grant if separation occurs before June 30) in the event of Company-encouraged separation, retirement or disability, or death, these events do not trigger any change in the original payment terms of the awards. In the event of change in control, PSP will pay out at target on the date of the change in control. The amounts shown for the PSP grants represent the value of the unvested PSUs as of June 30, 2020 that would be retained on the triggering event and pay out according to the original terms and timing of the grants.
4 Upon voluntary separation or termination, all outstanding awards would be forfeited. In the event of Company encouraged separation, retirement or disability, the CHRO has the discretion to allow retention of the awards with delivery under the original payment terms. Awards vest and become immediately deliverable in the event of death or change in control with termination for reasons other than cause or for good reason.
2020 Proxy Statement 63 | ||||
EXECUTIVE COMPENSATION | ||
1 We excluded the following approximate number of employees by jurisdiction: Saudi Arabia, 834; Ukraine, 585; Czech Republic, 555; Pakistan, 413; Nigeria, 363; South Africa, 323; United Arab Emirates, 290; Morocco, 201; Greece, 197; Netherlands, 144; Sweden, 129; Portugal, 84; Kazakhstan, 56; Austria, 47; Israel, 45; Croatia, 44; Kenya, 43; Serbia, 28; Slovakia, 25; Denmark, 24; Finland, 23; Bulgaria, 19; Azerbaijan, 19; Norway, 15; Latvia, 10; Ghana, 8; Algeria, 7; Ethiopia, 3; Luxembourg, 2; Dominican Republic, 2; Bangladesh, 1.
64 The Procter & Gamble Company | ||
BENEFICIAL OWNERSHIP | ||
Security Ownership of Management and Certain Beneficial Owners
The following table shows all entities that are the beneficial owners of more than 5% of any class of the Companys voting securities:
Title of Class
|
Name and Address of Beneficial Owner
|
Amount and Nature
|
Percent of Class
| |||
Common |
BlackRock, Inc. 55 East 52nd Street New York, NY 10055 |
168,168,8131 |
6.70% | |||
Common |
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 |
223,460,6082 |
8.96% |
1 Based on information as of December 31, 2019, contained in a Schedule 13G/A filed with the SEC on February 5, 2020 by BlackRock, Inc. The Schedule 13G/A indicates that BlackRock, Inc. has (i) sole power to vote or direct to vote with respect to 142,359,551 shares, and (ii) sole dispositive power with respect to 168,168,813 shares.
2 Based on information as of December 31, 2019, contained in a Schedule 13G/A filed with the SEC on February 12, 2020 by The Vanguard Group. The Schedule 13G/A indicates that The Vanguard Group has (i) sole power to vote or direct to vote with respect to 3,710,780 shares, (ii) shared voting power with respect to 725,316 shares, (iii) sole dispositive power with respect to 219,250,876 shares, and (iv) shared dispositive power with respect to 4,209,732 shares.
2020 Proxy Statement 65 | ||||
BENEFICIAL OWNERSHIP | ||
The following tables and footnotes provide information regarding the ownership of the Companys Common Stock and Series A and B ESOP Convertible Class A Preferred Stock by all Directors and nominees, each NEO, and all Directors and executive officers as a group on June 30, 2020:
COMMON STOCK |
||||||||||||||
NUMBER OF SHARES/OPTIONS |
||||||||||||||
Amount and Nature of Beneficial Ownership
|
||||||||||||||
Name
|
Direct1
|
Right
to
|
Trusteeships
|
Indirect
|
Total
|
Percent
|
Restricted
| |||||||
Steven D. Bishop |
37,036 |
560,754 |
2,101 |
599,891 |
6 |
41,807 | ||||||||
Francis S. Blake |
6,395 |
6,395 |
6 |
10,920 | ||||||||||
Angela F. Braly |
9,674 |
9,674 |
6 |
33,762 | ||||||||||
Amy L. Chang |
6 |
5,970 | ||||||||||||
Scott D. Cook |
36,774 |
32,673 |
69,447 |
6 |
46,901 | |||||||||
Mary Lynn Ferguson-McHugh7 |
71,480 |
303,131 |
28,491 |
403,103 |
6 |
64,630 | ||||||||
Joseph Jimenez |
12,468 |
12,468 |
6 |
6,778 | ||||||||||
Terry J. Lundgren |
2,779 |
530 |
3,309 |
6 |
23,872 | |||||||||
Christine M. McCarthy |
2,191 | |||||||||||||
W. James McNerney, Jr. |
34,789 |
34,789 |
6 |
46,901 | ||||||||||
Jon R. Moeller8 |
134,383 |
613,730 |
748,113 |
6 |
62,162 | |||||||||
Nelson Peltz |
10,821,9349 |
10,821,934 |
.436% |
3,918 | ||||||||||
Carolyn M. Tastad10 |
16,874 |
222,154 |
1,993 |
241,021 |
6 |
51,007 | ||||||||
David S. Taylor |
131,031 |
1,162,746 |
1,293,777 |
6 |
142,744 | |||||||||
Margaret C. Whitman |
11,075 |
11,075 |
6 |
22,447 | ||||||||||
Patricia A. Woertz |
1,660 |
1,660 |
6 |
32,426 | ||||||||||
25 Directors and executive officers, as a group
|
708,661
|
5,729,646
|
88,493
|
10,821,934
|
17,348,734
|
.70%
|
811,016
|
1 Includes unrestricted Common Stock over which each Director or executive officer has sole voting and investment power and restricted Common Stock over which they have voting power but no investment power (until restrictions lapse).
2 Common Stock allocated to personal accounts of executive officers under the Retirement Trust pursuant to PST, the Procter & Gamble International Stock Ownership Plan (ISOP), or The Procter & Gamble U.K. 1-4-1 Plan. Plan participants have sole discretion as to voting and, within limitations provided by PST, investment of shares. PST shares are voted by the Trustees in accordance with instructions from participants. If instructions are not received by the Trustees as to the voting of particular shares, shares are to be voted in proportion to instructions actually received from other participants in the Retirement Trust. ISOP and U.K. 1-4-1 shares are voted in accordance with instructions from participants. If instructions are not received as to the voting of particular shares, a vote will not be submitted for those shares.
3 Total includes stock options that have vested or will vest within 60 days, Common Stock pursuant to the PST that will be allocated to personal accounts of executive officers within 60 days, PSP awards (as described beginning on page 38) that will deliver as Common Stock in August 2020, any Restricted Stock that will vest within 60 days, and any RSUs that will deliver as Common Stock within 60 days. The total does not include the final payment of dividend equivalents that took place on August 17 on PSP awards that will deliver as Common Stock in August.
4 This column includes shares in which voting and/or investment powers are shared. It also includes shares indirectly held through family members who reside in the household of the director or officer.
5 RSUs represent the right to receive unrestricted shares of Common Stock upon the lapse of restrictions, at which point the holders will have a non-forfeitable right to delivery of Common Stock on a specific date in the future. Total includes RSUs that will not deliver as Common Stock within 60 days and any PSP awards that will deliver as RSUs in August 2020. RSUs that will
66 The Procter & Gamble Company | ||
BENEFICIAL OWNERSHIP | ||
not deliver within 60 days of the record date are not considered beneficially owned because holders are not entitled to voting rights or investment control until the shares are delivered. RSUs that will deliver within 60 days are listed in the Right to Acquire column.
6 Excluding Mr. Peltz, less than .0521% for any one Director or NEO.
7 Totals include shares, stock options, and RSUs indirectly held by Ms. Ferguson-McHugh through her spouse, who was previously employed by the Company.
8 Totals include shares, stock options, and RSUs indirectly held by Mr. Moeller through his spouse, who is also employed by the Company.
9 These shares are owned by certain funds and investment vehicles (the Trian Funds) managed by Trian Fund Management, L.P. (Trian), an institutional investment manager. None of such shares are held directly by Mr. Peltz. From time to time, certain of these shares are held in the ordinary course of business with other investment securities owned by the Trian Funds in co-mingled margin accounts with a prime broker, which prime broker may, from time to time, extend margin credit to certain Trian Funds, subject to applicable federal margin regulations, stock exchange rules and credit policies. Trian Fund Management GP, LLC, of which Mr. Peltz is a member, is the general partner of Trian, and therefore is in a position to determine the investment and voting decisions made by the Trian Funds. Accordingly, Mr. Peltz and Trian may be deemed to indirectly beneficially own the shares that the Trian Funds directly and beneficially own.
10 Totals include shares, stock options, and RSUs indirectly held by Ms. Tastad through her spouse, who was previously employed by the Company.
SERIES A ESOP CONVERTIBLE |
||||||
CLASS A PREFERRED STOCK |
||||||
NUMBER OF SHARES |
||||||
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
|
||||||
NAME
|
PROFIT SHARING
|
TRUSTEESHIPS
|
PERCENT OF
| |||
Steven D. Bishop |
9,015 |
2 | ||||
Francis S. Blake |
||||||
Angela F. Braly |
||||||
Amy L. Chang |
||||||
Scott D. Cook |
||||||
Mary Lynn Ferguson-McHugh3 |
8,865 |
2 | ||||
Joseph Jimenez |
||||||
Terry J. Lundgren |
||||||
Christine M. McCarthy |
||||||
W. James McNerney, Jr. |
||||||
Jon R. Moeller4 |
14,783 |
2 | ||||
Nelson Peltz |
||||||
Carolyn M. Tastad5 |
4,161 |
2 | ||||
David S. Taylor |
12,903 |
2 | ||||
Margaret C. Whitman |
||||||
Patricia A. Woertz |
||||||
25 Directors and executive officers, as a group |
101,850 |
2 | ||||
Employee Stock Ownership Trust of The Procter & Gamble
|
3,263,7316
|
1 Shares allocated to personal accounts of executive officers under the Employee Stock Ownership Trust pursuant to PST. Plan participants have sole discretion as to voting and, within limitations provided by PST, investment of shares. Shares are voted
2020 Proxy Statement 67 | ||||
BENEFICIAL OWNERSHIP | ||
by the Trustees in accordance with instructions from participants. If instructions are not received by the Trustees as to the voting of particular shares, shares are to be voted in proportion to instructions actually received from other participants in the Trust.
2 Less than .32% for any NEO, and for the Directors and executive officers, as a group; by the terms of the stock, only persons who are or have been employees can have beneficial ownership of these shares.
3 Total includes shares indirectly held by Ms. Ferguson-McHugh through her spouse, who was previously employed by the Company.
4 Total includes shares indirectly held by Mr. Moeller through his spouse, who is also employed by the Company.
5 Total includes shares indirectly held by Ms. Tastad through her spouse, who was previously employed by the Company.
6 Unallocated shares. The voting of these shares is governed by the terms of PST, which provides that the Trustees shall vote unallocated shares held by them in proportion to instructions received from Trust participants as to voting of allocated shares. The disposition of these shares in connection with a tender offer would be governed by the terms of PST, which provides that the Trustees shall dispose of unallocated shares held by them in proportion to instructions received from Trust participants as to the disposition of allocated shares.
SERIES B ESOP CONVERTIBLE |
||||||
CLASS A PREFERRED STOCK |
||||||
NUMBER OF SHARES |
||||||
Amount and Nature of Beneficial Ownership |
||||||
Name
|
Profit Sharing
|
Trusteeships
|
Percent of
| |||
Steven D. Bishop |
||||||
Francis S. Blake |
||||||
Angela F. Braly |
||||||
Amy L. Chang |
||||||
Scott D. Cook |
||||||
Mary Lynn Ferguson-McHugh3 |
469 |
2 | ||||
Joseph Jimenez |
||||||
Terry J. Lundgren |
||||||
Christine C. McCarthy |
||||||
W. James McNerney, Jr. |
||||||
Jon R. Moeller |
||||||
Nelson Peltz |
||||||
Carolyn M. Tastad4 |
283 |
2 | ||||
David S. Taylor |
198 |
2 | ||||
Margaret C. Whitman |
||||||
Patricia A. Woertz |
||||||
32 Directors and executive officers, as a group |
1,238 |
2 | ||||
Employee Stock Ownership Trust of The Procter & Gamble
|
25,104,7965
|
1 Shares allocated to personal accounts of executive officers under the Employee Stock Ownership Trust pursuant to PST. Plan participants have sole discretion as to voting and, within limitations provided by PST, investment of shares. Shares are voted by the Trustees in accordance with instructions from participants. If instructions are not received by the Trustees as to the voting of particular shares, shares are to be voted in proportion to instructions actually received from other participants in the Trust.
68 The Procter & Gamble Company | ||
BENEFICIAL OWNERSHIP | ||
2 Less than .0024% for any NEO, and for the Directors and executive officers, as a group; by the terms of the stock, only persons who are or have been employees can have beneficial ownership of these shares.
3 Total includes shares indirectly held by Ms. Ferguson-McHugh through her spouse, who was previously employed by the Company.
4 Total includes shares indirectly held by Ms. Tastad through her spouse, who was previously employed by the Company.
5 Unallocated shares. The voting of these shares is governed by the terms of PST, which provides that the Trustees shall vote unallocated shares held by them in proportion to instructions received from Trust participants as to voting of allocated shares. The disposition of these shares in connection with a tender offer would be governed by the terms of PST, which provides that the Trustees shall dispose of unallocated shares held by them in proportion to instructions received from Trust participants as to the disposition of allocated shares.
Delinquent Section 16(a) Reports
2020 Proxy Statement 69 | ||||
AUDIT COMMITTEE REPORT | ||
70 The Procter & Gamble Company | ||
AUDIT COMMITTEE REPORT | ||
2020 Proxy Statement 71 | ||||
BOARD PROPOSALS | ||
SUMMARY OF THE A&R PLAN
2020 Proxy Statement 75 | ||||
BOARD PROPOSALS | ||
76 The Procter & Gamble Company | ||
BOARD PROPOSALS | ||
ADDITIONAL EQUITY COMPENSATION PLAN INFORMATION
The following table gives information about the Companys common stock that may be issued upon the exercise of options, warrants and rights under all of the Companys equity compensation plans as of June 30, 2020. The table includes the following plans: The Procter & Gamble 1992 Stock Plan; The Procter & Gamble 2001 Stock and Incentive Compensation Plan; The Procter & Gamble 2003 Non-Employee Directors Stock Plan; The Procter & Gamble 2009 Stock and Incentive Compensation Plan; The Procter & Gamble 2014 Stock and Incentive Compensation Plan, and The Procter & Gamble 2019 Stock and Incentive Compensation Plan. There are no outstanding awards under equity compensation plans not approved by security holders.
Plan Category
|
Number of securities to be issued upon exercise of outstanding options, warrants, and rights (A)
|
Weighted-average exercise price of outstanding options, warrants, and rights (B)
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (A)) (C)
| |||
Equity Compensation Plans approved by security holders
|
||||||
Options
|
149,915,111
|
$84.7316
|
1
| |||
Restricted Stock Units (RSUs)/Performance Stock Units (PSUs)
|
9,814,991
|
N/A
|
1
| |||
Grand Total
|
159,730,102
|
$84.73162
|
1 Only The Procter & Gamble 2019 Stock and Incentive Compensation Plan allows for future grants of securities. The maximum number of shares that may be granted under this plan is approximately 187 million shares (inclusive of unissued shares that were carried over from The Procter & Gamble 2014 Stock and Incentive Compensation Plan), plus any shares of Common Stock subject to outstanding awards under the 2014 Plan that are forfeited, cancelled, or otherwise terminated without the issuance of shares of Common Stock as set forth in the 2019 Plan. Stock options and stock appreciation rights are counted on a one-for-one basis, while full value awards (such as RSUs and PSUs) are counted as 5 shares for each share recorded. Total shares available for future issuance under this plan is approximately 166 million shares.
2 Weighted average exercise price of outstanding options only.
2020 Proxy Statement 77 | ||||
SHAREHOLDER PROPOSALS | ||
2020 Proxy Statement 79 | ||||
SHAREHOLDER PROPOSALS | ||
80 The Procter & Gamble Company | ||
SHAREHOLDER PROPOSALS | ||
ITEM 6. SHAREHOLDER PROPOSAL ANNUAL REPORT ON DIVERSITY
1 McKinsey & Company, Delivering through Diversity, January 2018 (https://www.mckinsey.com/~/media/mckinsey/business%20functions/organization/our%20insights/delivering%20through%20diversity/delivering-through-diversity_full-report.ashx)
2 Hoogendoorn, Sander, Hessel Oosterbeek and Mirjam van Praag, The Impact of Gender Diversity on the Performance of Business Teams: Evidence from a Field Experiment, Management Science, July 2013 (http://gap.hks.harvard.edu/impact-gender-diversity-performance-business-teams-evidence-field-experiment)
3 McKinsey & Company, Women in the Workplace 2018, (https://womenintheworkplace.com)
4 https://us.pg.com/diversity-and-inclusion/ accessed April 17, 2020
2020 Proxy Statement 81 | ||||
SHAREHOLDER PROPOSALS | ||
82 The Procter & Gamble Company | ||
SHAREHOLDER PROPOSALS | ||
2020 Proxy Statement 83 | ||||
OTHER MATTERS | ||
84 The Procter & Gamble Company | ||
OTHER MATTERS | ||
2020 Proxy Statement 85 | ||||
EXHIBIT A | ||
A-2 The Procter & Gamble Company | ||
EXHIBIT A | ||
Organic Sales Growth
Total Company
|
Net Sales Growth
|
Foreign Exchange
|
Acquisition & Divestiture
|
Organic Sales
| ||||
FY 2019-20 |
4.8% |
1.7% |
(0.5)% |
6.0% | ||||
FY 2018-19 |
1.3% |
3.6% |
0.2% |
5.1% | ||||
FY 2017-18 |
2.7% |
(1.8)% |
0.4% |
1.3% | ||||
3 Year Compound Annual Growth Rate |
4.1% |
*Acquisition & Divestiture Impact/Other includes the volume and mix impact of acquisitions and divestitures, the impact from the July 1, 2018 adoption of a new accounting standard for Revenue from Contracts with Customers, the India Goods & Services Tax changes for fiscal 2018 and rounding impacts necessary to reconcile net sales to organic sales.
Adjusted Free Cash Flow
(Amounts in millions, unless otherwise noted)
Operating Cash Flow
|
Capital Spending
|
Adjustments to Operating
|
Adjusted Free
| |||||
FY 2019-20 |
$17,403 |
($3,073) |
$543 |
$14,873 | ||||
FY 2018-19 |
15,242 |
(3,347) |
235 |
12,130 | ||||
FY 2017-18 |
14,867 |
(3,717) |
0 |
11,150 | ||||
Three Year Total |
$47,512 |
($10,137) |
$778 |
$38,153 |
(1) Adjustments to Operating Cash Flow relate to tax payments related to the Merck OTC Consumer Healthcare acquisition in fiscal 2020 and for the transitional tax payments resulting from the U.S. Tax Act in fiscal 2020 and 2019.
Adjusted Free Cash Flow Productivity
(Amounts in millions, unless otherwise noted)
Adjusted Free
|
Net Earnings
|
Adjustments to Net
|
Net Earnings Excluding
|
Adjusted Free
| ||||||
FY 2019-20 |
$14,873 |
$13,103 |
|
$13,103 |
114% | |||||
FY 2018-19 |
12,130 |
3,966 |
7,625 |
11,591 |
||||||
FY 2017-18 |
11,150 |
9,861 |
845 |
10,706 |
||||||
Three Year Total |
$38,153 |
$26,930 |
$8,470 |
$35,400 |
108% |
(1) Adjustments to Net Earnings relate to the Shave Care impairment charges and the gain on the dissolution of the PGT Healthcare partnership in fiscal 2019, the transitional impacts of the U.S. Tax Act and the loss on early extinguishment of debt in fiscal 2018.
2020 Proxy Statement A-3 | ||||
EXHIBIT A | ||
Constant Currency Core Before-Tax Operating Profit 3 Year CAGR
(Amounts in millions, unless otherwise noted)
|
FY 2019-20
|
FY 2018-19
|
||||||||
Before-Tax Operating Profit |
$15,706 |
$5,487 |
||||||||
Incremental Restructuring |
438 |
403 |
||||||||
Shave Care Impairment |
8,345 |
|||||||||
Rounding |
(1) |
1 |
||||||||
Core Before-Tax Operating Profit |
16,143 |
14,236 |
||||||||
Currency impact |
481 |
|||||||||
Constant Currency Core Before-Tax Operating Profit |
16,624 |
|||||||||
Percentage change versus the prior period |
16.8% |
FY 2018-19
|
FY 2017-18
|
|
| |||||||
Before-Tax Operating Profit |
$5,487 |
$13,363 |
||||||||
Incremental Restructuring |
403 |
725 |
||||||||
Shave Care Impairment |
8,345 |
|||||||||
Rounding |
1 |
|||||||||
Core Before-Tax Operating Profit |
14,236 |
14,088 |
||||||||
Currency impact |
1,195 |
|||||||||
Constant Currency Core Before-Tax Operating Profit |
15,431 |
|||||||||
Percentage change versus the prior period |
9.5% |
|
FY 2017-18(1) |
FY 2016-17(1) |
||||||||
Before-Tax Operating Profit |
$13,711 |
$13,955 |
||||||||
Incremental Restructuring |
739 |
399 |
||||||||
Core Before-Tax Operating Profit |
14,450 |
14,354 |
||||||||
Currency impact |
(145) |
|||||||||
Constant Currency Core Before-Tax Operating Profit |
14,305 |
|||||||||
Percentage change versus the prior period |
(0.3)% |
|||||||||
3 Year Compound Annual Growth Rate |
8.4% |
(1) The growth rate for FY 2017-18 and FY 2016-17 is calculated based on as reported data prior to the July 1, 2018 retrospective adoption of ASU 2017-07, Compensation-Retirement Benefits. The growth rate for FY 2018-19 reflects revised balances after the adoption of ASU 2017-17.
A-4 The Procter & Gamble Company | ||
EXHIBIT A | ||
Core EPS
FY 2019-20
|
FY
| |||
Diluted Net Earnings Per Share attributable to P&G |
$4.96 |
$1.43 | ||
Incremental Restructuring |
0.16 |
0.13 | ||
Shave Care Impairment |
|
3.03 | ||
Anti-Dilutive Impacts |
|
0.06 | ||
Gain on Dissolution of PGT Healthcare Partnership |
|
(0.13) | ||
Core EPS |
$5.12 |
$4.52 | ||
Percentage change vs. prior period |
13% |
|
NoteAll reconciling items are presented net of tax. Tax effects are calculated consistent with the nature of the underlying transaction.
Core EPS 3 Year CAGR
FY 2019-20
|
FY 2018-19
|
FY 2017-18
|
FY 2016-17
| |||||
Diluted Net Earnings Per Share from Continuing Operations, attributable to P&G |
$4.96 |
$1.43 |
$3.67 |
$3.69 | ||||
Incremental Restructuring |
0.16 |
0.13 |
0.23 |
0.10 | ||||
Transitional Impact of the U.S. Tax Act |
|
|
0.23 |
| ||||
Early Debt Extinguishment Charges |
|
|
0.09 |
0.13 | ||||
Shave Care Impairment |
|
3.03 |
|
| ||||
Anti-Dilutive Impacts |
|
0.06 |
|
| ||||
Gain on Dissolution of PGT Healthcare Partnership |
|
(0.13) |
|
| ||||
Core EPS |
$5.12 |
$4.52 |
$4.22 |
$3.92 | ||||
3 Year Compound Annual Growth Rate |
9.3% |
NoteAll reconciling items are presented net of tax. Tax effects are calculated consistent with the nature of the underlying transaction.
2020 Proxy Statement A-5 | ||||
EXHIBIT B | ||
The Procter & Gamble Company Audit Committee Policies
I. Guidelines for Pre-Approval of Independent Auditor Services
The Audit Committee (the Committee) has adopted the following guidelines regarding the engagement of the Companys independent auditor to perform services for the Company:
2020 Proxy Statement B-1 | ||||
EXHIBIT C | ||
The Procter & Gamble Company International Stock Ownership Plan
(As Amended and Restated on August 11, 2020)
SECTION 1. PURPOSE
The purpose of The Procter & Gamble Company International Stock Ownership Plan (as amended and restated) (the Plan) is to encourage eligible employees who are not residents of the United States to make and continue careers with the participating subsidiaries and affiliates of The Procter & Gamble Company by providing eligible employees with a convenient way to (a) obtain a beneficial interest in The Procter & Gamble Company and (b) invest on a regular and long-term basis.
SECTION 2. DEFINITIONS
As used in the Plan, the following terms shall have the following meanings:
2.1 Account means the account or accounts established and maintained on behalf of each Member, consisting of amounts attributable to Deposits under the Plan and amounts attributable to Participating Company Contributions. A Members Account may also accept and maintain Special Plan Event funds on behalf of Members.
2.2 Additional Deposits means the payroll deduction contributions and the lump sum payment of any Special Additional Deposits, or contributions paid by an alternate means if required under local law and authorized by P&G and/or the Participating Company, made to an Account by a Member that the Participating Company does not Match.
2.3 Agency means, with respect to each Jurisdiction, any governmental authority charged with the responsibility of administering, interpreting, or enforcing those laws of that Jurisdiction that may pertain to the Plan.
2.4 Base Pay means the portion of an Employees compensation paid or payable for each Pay Period by the Participating Company while the individual is an Employee for his or her Service to the Participating Company, consisting of salary or wages at the base rate for the Pay Period, but excluding other forms of remuneration as determined by the Participating Company. By way of example only and not by way of limitation, Base Pay does not include salary continuance, severance benefits, redundancy pay, termination indemnities and other post-employment benefits, as well as shift differentials, overtime, bonuses, and awards.
2.5 Basic Deposits means the payroll deduction contributions (or contributions paid by an alternate means if required under local law and authorized by P&G and/or the Participating Company) made to the Plan by a Member that the Participating Company will Match.
2.6 Beneficiary means the beneficiary or beneficiaries designated in accordance with established administrative procedures to receive the amount, if any, payable under the Plan upon the death of a Member.
2.7 Board means the Board of Directors of P&G.
2.8 Bonus Match means the opportunity for a Member to receive an enhanced amount of matching contributions made by a Participating Company for the one-year period starting with the first day of the Pay Period coincident with or next following the first Entry Date that an individual may first become a Member, and ending with the last day of the Pay Period during which the one-year anniversary of such start date occurs (such period, the Bonus Match Period).
2.9 Broker means any third party selected by P&G to maintain Member Accounts, act as transfer agent for purchases and sales of Shares under the Plan, and perform other administrative and recordkeeping duties connected with the Plan.
2.10 Cash Reserves means the cash or cash equivalent investments that may be held by a Broker and/or a Custodian.
2.11 Compensation Committee means the Compensation & Leadership Development Committee of the Board.
2020 Proxy Statement C-1 | ||||
EXHIBIT C | ||
2.12 Custodial Agreement means any agreement between the Custodian and P&G establishing or continuing a Plan Fund, and any associated subsidiary custodial agreement or fiduciary agreement.
2.13 Custodian means the custodian of any Plan Fund established pursuant to a Custodial Agreement under the Plan.
2.14 Deposits means Basic Deposits or Additional Deposits (including any Special Additional Deposits that may be permitted), or both, as the context may require.
2.15 Disability means the permanent and total disability of a Member, as determined by the Participating Company in accordance with its employment policies and practices.
2.16 Dividends means any cash, stock, and/or split stock payments for Shares held by Members.
2.17 Effective Date means the first date each Participating Company makes this amended and restated Plan available to its eligible Employees.
2.18 Employee means, as determined by a Participating Company, any individual who is treated as an active employee by the Participating Company and who is on the payroll of the Participating Company for a Jurisdiction, but excluding any employee who (a) by reason of a negotiated collective bargaining or other trade union agreement, or applicable labor laws or Agency rules for a Jurisdiction, is excluded from membership in the Plan or (b) by reason of Section 16 of the United States Securities and Exchange Act of 1934, is required to report his or her trading in Shares under such Act. In no event will an individual who has a Termination from Service or incurs a Disability be treated as an Employee unless and until he or she resumes Service.
2.19 Entry Date means (a) the Effective Date for each Participating Company or (b) the day an eligible Employee of a Participating Company in a Jurisdiction elects to become a Member of the Plan and is enrolled in the Plan following the Effective Date for that Jurisdiction.
2.20 Investment Date means the day the Broker or Custodian, as applicable, invests Deposits and Participating Company Contributions in Shares, which shall be on a single business day of the New York Stock Exchange each week and within a reasonable time of receipt of cash or cash equivalents from the Participating Company.
2.21 Jurisdiction means (a) the laws of a country that may directly or indirectly pertain to the Plan, or its administration or operation, or (b) such country.
2.22 Match means the matching contributions made by a Participating Company with respect to a Members corresponding Basic Deposits.
2.23 Mature means, unless as otherwise determined in accordance with Section 3.4:
| For Basic Deposits or Participating Company Contributions made on behalf of a Member, the day after the second anniversary of the date that the Share was acquired on behalf of the Member; |
| For Additional Deposits, the day that the Share was acquired on behalf of a Member; |
| For Special Plan Event funds, the date as determined prior to such allocation and as the context may require; and |
| For Dividends, the day on which P&G Shares are acquired using reinvested Dividends; provided, however, that split stock payments made to the Plan for Shares held under the Plan will become mature on the same basis as the Shares to which they are attributed and any Dividends on non-P&G Shares will become mature immediately on the date they are paid (and will not be reinvested in additional non-P&G Shares). |
2.24 Member means any Employee participating in the Plan.
2.25 Net Match means the reduced Match contributed to the Members Account in accordance with Section 7.2.
2.26 P&G means The Procter & Gamble Company.
2.27 P&G Company means (a) P&G, (b) any direct or indirect wholly-owned subsidiary of P&G, (c) any other subsidiary or affiliate of P&G designated as such by P&G, (d) any successor to the foregoing or (e) any of them.
C-2 The Procter & Gamble Company | ||
EXHIBIT C | ||
2.28 Participating Company means a P&G Company with operations outside the United States that has adopted the Plan, or any successor that has so adopted the Plan, or any of them, as the context may require.
2.29 Participating Company Contributions means the Match made by a Participating Company on behalf of a Member.
2.30 Pay Period means the pay period used by a Participating Company from time to time.
2.31 Plan means this Procter & Gamble Company International Stock Ownership Plan, as the same may be amended from time to time.
2.32 Plan Administrator has the meaning set forth in Section 3 of the Plan.
2.33 Plan Fund or Fund means the assets held under any Custodial Agreement, which can be in the form of shares, cash or such other property the Plan deems eligible for acceptance and maintenance.
2.34 Plan Year means the fiscal year of P&G, which is the 12-month period commencing each July 1.
2.35 Sales Date means, for transactions conducted by a Custodian, the single day of each calendar week chosen by the Custodian to sell Shares that is a business day on both (a) on the New York Stock Exchange and (b) in the Jurisdiction of the Custodian following receipt of a sale request, or as soon as administratively practical thereafter; provided, however, for the sale of any non-P&G Shares, the Sales Date may be as defined herein or any such other date that is determined by P&G.
2.36 Service means, as determined by a Participating Company, regular full-time active employment by an individual with any P&G Company (whether or not as an eligible Employee), unless otherwise required under applicable local law (as determined by P&G and/or the Participating Company). The period of an employees Service shall end upon his or her applicable Termination from Service and to compute the length of an employees Service for any purpose under the Plan, his or her Service before and after a Termination from Service shall be combined. Service may also include any additional period of employment (a) as required by an Agency for a Jurisdiction or (b) with the consent of P&G, upon such uniform terms and conditions as the Participating Company may establish; provided, however, that, in no event shall any period of time be credited as Service more than once under the Plan.
2.37 Share means a share of the common stock, without par value, of P&G and/or the share of common stock of such other company that P&G deems eligible for acceptance and maintenance under the Plan.
2.38 Share Value means, for a Valuation Date, (a) the average price per Share purchased by the Broker or Custodian, as applicable, on an Investment Date for purposes of any investment in Shares, (b) the open market price of a Share on a Sales Date for any Shares sold by the Broker, or (c) the average price per Share sold by the Custodian on a Sales Date for purposes of any sales of Shares.
2.39 Special Additional Deposits means Additional Deposits that the Participating Company does not Match that may be permitted by P&G and/or the Participating Company but that are not necessarily made by means of payroll deduction.
2.40 Special Plan Events means the context within which P&G approves the acceptance and maintenance of additional funds, securities, or other property under the Plan that are not attributable to either Deposits or Participating Company Contributions.
2.41 Termination from Service means the first date a Member no longer performs (or is considered as performing) Service with respect to each continuous period of Service, as determined by a Participating Company.
2.42 Unallocated Account means the account where cash contributions, earnings, dividends, or Shares, if any, not allocated to Members Accounts are held, unless otherwise determined by P&G.
2.43 Valuation Date means (a) for purposes of any acquisition of Shares under the Plan, each Investment Date, (b) for purposes of disposing Shares under the Plan, each Sales Date, and (c) for all other purposes under the Plan, any other date on which a Share Value is obtained by reference to the closing price per Share on a business day on the New York Stock Exchange, unless otherwise determined by P&G.
2020 Proxy Statement C-3 | ||||
EXHIBIT C | ||
2.44 Vested Interest means the portion of a Members Account that has become nonforfeitable.
2.45 Year of Service means 12 full or partial calendar months, whether or not continuous, during which an employee is in Service, as determined by a Participating Company.
SECTION 3. ADMINISTRATION OF THE PLAN
3.1. Plan Administrator
The Plan Administrator shall be the Compensation Committee. The Compensation Committee may from time to time delegate all or any part of its authority under the Plan to a subcommittee thereof. Further, to the extent permitted by law, the Compensation Committee may, from time to time, delegate to one or more officers of P&G such administrative duties or powers as it may deem advisable, and the Compensation Committee, the subcommittee, or any person to whom duties or powers have been delegated as aforesaid, may employ one or more persons to render advice with respect to any responsibility the Compensation Committee, the subcommittee or such person may have under the Plan. To the extent of any such delegation to a subcommittee and/or officers, references in the Plan to the Compensation Committee will be deemed to be references to such subcommittee and/or officers.
3.2 Administrative Responsibility
P&G (through the Plan Administrator) shall have overall responsibility for the administration, interpretation, and operation of the Plan in all Jurisdictions; provided, however, that the Participating Company in each Jurisdiction shall have responsibility for the day-to-day administration and operation of the Plan with respect to its employees. The Plan Administrator shall have responsibility under the Plan for overseeing the Broker or the Custodian, as applicable, in accordance with the terms and conditions of the Plan. The Plan Administrator shall periodically audit and review the performance and methods of the Broker or Custodian, as applicable, under the Plan and may appoint and remove or change any such Broker or Custodian, as applicable.
All decisions, determinations, constructions, or interpretations the Plan Administrator, P&G or a Participating Company may make under the Plan shall be made in the sole discretion of the Plan Administrator, P&G, or the Participating Company, as the case may be, within the purview of their authority under the Plan, and shall be final, binding, and conclusive on all interested persons.
Both the Participating Company and P&G shall be afforded the maximum deference permitted in a Jurisdiction for their actions hereunder. In the case of any inconsistency or conflict between a decision, determination, construction, or interpretation by P&G and the Participating Company, the decision, determination, construction, or interpretation by P&G shall control.
3.3 Use of Agents
P&G, the Plan Administrator or the Participating Company may engage such certified public accountants, who may be accountants for P&G, the Plan Administrator or the Participating Company, such legal counsel, who may be counsel for the Plan Administrator, P&G or the Participating Company, and make use of such agents and clerical or other personnel, as P&G, the Plan Administrator or the Participating Company shall require or may deem advisable for purposes of meeting their responsibilities under the Plan. P&G, the Plan Administrator or the Participating Company may rely upon the written opinion of such counsel and such accountants or such other experts to which it reasonably delegates responsibilities. P&G, the Plan Administrator or the Participating Company may delegate to any such agent its authority to perform any of its responsibilities, or revoke the authority of any agent.
3.4 Rules to Accommodate Local Laws
P&G, the Plan Administrator and any Participating Company may adopt special rules and procedures relating to the operation and administration of the Plan to accommodate the requirements of local laws or procedures and/or common local law practices or customs, including the adoption by P&G or the Plan Administrator of any sub-plans. These rules will take precedence over conflicting provisions of this Plan; provided, however, that, for purposes of applicable stock exchange rules, no rule may be effective without shareholder approval if it (a) would materially increase the benefits accruing to Members under the Plan, (b) would materially increase the number of
C-4 The Procter & Gamble Company | ||
EXHIBIT C | ||
securities which may be issued under the Plan, (c) would materially modify the requirements for participation in the Plan, or (d) must otherwise be approved by the shareholders of P&G in order to comply with applicable law or the rules of the New York Stock Exchange or, if the P&G Shares are not traded on the New York Stock Exchange, the principal national securities exchange upon which the P&G Shares are traded or quoted.
3.5 No Personal Liability
No employee, officer or member of the board of directors or equivalent governing body of P&G or any P&G Company shall be personally liable by reason of any contract or other instrument duly executed by him or her, or on his or her behalf, in respect of the Plan, nor for any mistake of judgment made in good faith.
SECTION 4. MAXIMUM NUMBER OF P&G SHARES ISSUABLE UNDER THE PLAN
Subject to adjustment as provided in Section 14.4, the maximum aggregate number of P&G Shares that may be issued under the Plan shall be 30,000,000 and shall consist of P&G Shares purchased on the open market. If the number of P&G Shares to be purchased with amounts held in an Unallocated Account exceeds the number of P&G Shares then available under the Plan, a pro rata allocation of the P&G Shares remaining available for purchase shall be made in as uniform a manner as practicable. If any P&G Shares purchased under the Plan are forfeited or canceled, the shares shall again be available for issuance under the Plan.
SECTION 5. MEMBERSHIP
5.1. Eligibility
Subject to the following provisions of this Section 5, each Employee in Service with a Participating Company shall become eligible for membership in the Plan on the date he or she commences Service, subject to any specific eligibility requirements adopted by the applicable Participating Company. Membership in the Plan by eligible Employees shall be wholly voluntary.
5.2 Enrollment
5.2.1. An Employee may become a Member by enrolling in the Plan in accordance with established administrative procedures. The new Member will be eligible to make Deposits commencing on the first day of the Pay Period coincident with or next following the Entry Date, or as soon as administratively practicable thereafter.
5.2.2. The Employee must activate an account with the Broker or Custodian, as applicable, including agreeing to the terms and conditions of the account and providing any tax documents, personal information such as address, and other forms required by the Broker or Custodian, as applicable.
5.3 Termination of Membership
The Plan membership of an Employee in a Jurisdiction shall cease for purposes of making Deposits when no longer an eligible Employee of the Participating Company in that Jurisdiction.
5.4 Members Accounts
The Broker or Custodian, as applicable, shall establish and maintain an Account for each Member showing the Members holdings under the Plan. Members may view the statements for such Account at any time by electronically accessing the online system established by the Broker or Custodian, as applicable, for such purpose. Any Member without access to the online system shall receive written statements of the value of his or her Account on an annual basis and upon any payment to him or her, unless otherwise determined by P&G.
SECTION 6. MEMBER DEPOSITS
6.1. Deposits
6.1.1. Except for Special Additional Deposits, a Member may elect to make Deposits under the Plan only through payroll deductions, unless payroll deductions are not permitted under local law, in which case Members may be permitted to contribute to the Plan by an alternative method, as determined by P&G and/or the Participating Company.
2020 Proxy Statement C-5 | ||||
EXHIBIT C | ||
6.1.2. To the extent permitted by applicable law and subject to Section 6.1.7., a Member may elect Basic Deposits under the Plan of up to 5% of Base Pay for a Pay Period in whole percentages.
6.1.3. Subject to section 6.1.7., where permitted by P&G and the Participating Company, a Member may elect to make Additional Deposits of 15% of Base Pay in addition to Basic Deposits or without making Basic Deposits.
6.1.4. Subject to Section 6.1.1, the Members election to make Deposits shall be applied to reduce the whole percentages of the Members Base Pay which would otherwise be paid for any Pay Period during which such election is in effect, and the Participating Company shall pay to the Plan an amount of Deposits for such Pay Period equal to such reduction in the Members Base Pay in the manner provided in Section 6.4. In the event that Deposits are not of sufficient amount to purchase 0.001 of a Share, the Deposit shall be forfeited.
6.1.5. Any election by a Member to make Deposits shall be a continuing election for all subsequent Pay Periods until changed or until the Member ceases participation in the Plan.
6.1.6. Unless otherwise required by applicable local law, a Members Deposits for a Jurisdiction shall be automatically suspended during the period of time that the Member (a) is no longer an eligible Employee even if still employed by a P&G Company, (b) ceases to receive Base Pay, (c) incurs a Disability, or (d) remains in Service after the termination of the Plan. The Participating Company shall determine whether a Members Deposits for a Jurisdiction continue during a leave of absence.
6.1.7. To the extent required or advisable under applicable local law, the Plan Administrator may, in its sole discretion, increase the amount of Deposits and Additional Deposits that may be contributed to the Plan pursuant to Sections 6.1.2. and 6.1.3.; provided, however, that each such percentage may not exceed 50% of a Members Base Pay. The Plan Administrator may also increase the percentage of Base Pay that is designated as Basic Deposits; provided, that such percentage may not exceed 20%.
6.2. Deposit Election Changes
Within the limitations set forth in Section 6.1, a Member may increase, decrease, temporarily suspend, or restart contributions of Deposits. Election changes take effect as of the first day of the Pay Period following the date that the election is received by P&G, the Participating Company, and/or the Broker or Custodian, as applicable, or as soon as administratively practicable thereafter. Election changes must be made in accordance with established administrative procedures. Suspension of deposits will not terminate membership in the Plan.
6.3. Special Additional Deposits
6.3.1. The Member may be able to make Special Additional Deposits, to the extent permitted by P&G and/or the Participating Company and applicable law. Special Additional Deposits shall be treated as Additional Deposits for all purposes under the Plan.
6.3.2. Special Additional Deposits, if permitted, may be made in a lump sum payment of any amount up to 15% of Base Pay in accordance with established administrative procedures.
6.4. Payment to Plan
The Participating Company shall deliver or cause to be delivered, in cash or cash equivalents, to the Plan all (a) Deposits for Pay Periods and (b) all Special Additional Deposits, within a reasonable period following the date on which the Deposits and Special Additional Deposits are contributed to the Plan.
SECTION 7. PARTICIPATING COMPANY CONTRIBUTIONS
7.1. Amount of Match
7.1.1. Except as provided in Section 6.2 or the Member is eligible for the Bonus Match pursuant to Section 7.3 and subject to Section 7.4, the Participating Company shall contribute to the Plan a Match equal to 50% of the Members Basic Deposits for each Pay Period for which the Member contributes Basic Deposits.
7.1.2. The Match for a Pay Period shall be paid to the Plan in the same manner and at the same time as the corresponding Basic Deposits under Section 6.4.
C-6 The Procter & Gamble Company | ||
EXHIBIT C | ||
7.2. Net Match
The amount of the Match that would otherwise be paid to the Plan by the Participating Company on a Members behalf may be reduced by an amount that the Participating Company determines, in its sole discretion, is required to be withheld under applicable local law to satisfy all income tax, social insurance, payroll tax, payment on account or other tax-related withholding obligations that may be incurred in the Jurisdiction as a result of the Company Match. This Net Match shall only apply to a Member in a Jurisdiction where (a) the Member incurs current income tax or social insurance, taxes or fees liability on the Match at the time it is paid and (b) the Participating Company is legally required to withhold the amount of such liability from the Members current pay, as determined by the Participating Company.
7.3. Bonus Match
Subject to Section 7.4, in the event a Member is eligible to receive the Bonus Match, instead of receiving a Match pursuant to Section 7.1, the Participating Company shall contribute to the Plan a Match equal to 100% of the Members Basic Deposits for the first 1% of the Members Base Pay for each Pay Period during the Bonus Match Period. The Bonus Match opportunity shall be made available to an individual only once regardless of the number of times an individual leaves or returns to Service or the number of P&G Companies for which the individual may perform Service. Employees who become Members on or after the Approval Date will not be eligible for the Bonus Match.
7.4 Adjustments
To the extent required or advisable under applicable local law, the Plan Administrator may, in its sole discretion, change the amount of the Match and/or Bonus Match that may be contributed to the Plan pursuant to Sections 7.1 and 7.3, respectively; provided, however, that the Match amount may not exceed 100% of the Members Basic Deposits for each Pay Period and the Bonus Match amount may not exceed 100% of the Members Basic Deposits for the first 1% of the Members Base Pay for each Pay Period.
SECTION 8. SPECIAL PLAN EVENTS
P&G may accept additional funds, securities, or other property into the Plan on behalf of Members as a result of a Special Plan Event. The allocation of such Special Plan Event funds to Member Accounts will be determined under such terms and conditions as the given context may require and/or as otherwise permitted under the Plan in any applicable Jurisdiction. The applicable terms and conditions of any such Special Plan Event shall be communicated to all Members prior to any allocation of funds.
SECTION 9. INVESTMENT OF FUNDS
9.1. Investments in Shares
Except as otherwise provided in this Section 9, all amounts of money, securities, or other property received under the Plan (including any cash Dividends on Shares) shall be delivered to the Broker or Custodian, as applicable, and initially held in the Unallocated Account, to be invested and reinvested in P&G Shares at the Share Value on the applicable Investment Date.
9.2. Cash Reserves
9.2.1. The Broker or Custodian, as applicable, may maintain Cash Reserves to provide funds for (a) investment in Shares, (b) payment of expenses or taxes of the Plan, or (c) cash withdrawals and cash distributions under the Plan. Cash Reserves may be invested in an interest-bearing account denominated in U.S. dollars that is maintained by the Broker or Custodian, as applicable. All earnings on Cash Reserves shall be credited to the Unallocated Account and no earnings on Cash Reserves shall be credited to any Members Account or held for the benefit of any Participating Company or P&G.
9.2.2. Any cash or cash-equivalent Deposits, Match, or Special Plan Event funds awaiting investment in P&G Shares that are not denominated in U.S. dollars when received by the Broker or Custodian, as applicable, shall be converted by the Broker or Custodian into cash or cash equivalents denominated in U.S. dollars as soon as practicable following the Broker or Custodians receipt of such contributions.
2020 Proxy Statement C-7 | ||||
EXHIBIT C | ||
9.2.3. Any currency exchange involving Cash Reserves may be made through the currency exchange facilities of the Broker or Custodian, as applicable, in its sole discretion.
SECTION 10. EXPENSES AND FEES
10.1. Plan Expenses
The expenses of administering the Plan will be paid by P&G or the Participating Companies, and may be paid out of the earnings on the Cash Reserves.
10.2. Share Transaction Expenses
Brokerage fees, transfer taxes, and any other expenses incident to the purchase or sale of Shares or other securities by the Broker or Custodian, as applicable, shall be deemed to be part of the cost of the purchase or sale of such securities and are thus borne by the Member.
SECTION 11. VESTED INTERESTS
Each Member shall always have a fully Vested Interest in all amounts credited to his or her Account under the Plan, except as may be required under the terms and conditions applicable to the payment of Special Plan Event funds, Dividends, and/or other special, non-recurring Participating Company Contributions. In the event that a Member does not have a Vested Interest in any amount credited to his or her Account under the Plan, any portion of the Account that is forfeited by the Member will be returned to the Members Participating Company, unless otherwise required by P&G. In such case, the Participating Company will receive a cash payment consisting of any cash contributions, earnings, or Dividends that have been forfeited by the Member plus the aggregate Share Value obtained by liquidating any forfeited Shares on the applicable Sales Date.
SECTION 12. WITHDRAWALS
12.1. In General
A Member in Service may elect to make a withdrawal from his or her Vested Interest of Mature Shares, in accordance with established administrative procedures. The amount of the withdrawal shall be paid to the Member as soon as practicable following the first Sales Date after the receipt of the Members withdrawal request.
12.2. Amount of Withdrawal
12.2.1. The Member shall specify the number of non-P&G Shares and/or the number of whole Mature P&G Shares the Member wishes to withdraw or liquidate. A member may not withdraw P&G Shares that are not Mature.
12.2.2 A Member whose Account only has Mature Shares may specify that all Shares in the Account be liquidated.
12.2.3. In the case of a cash withdrawal, the cash amount to be paid to the Member shall be the aggregate Share Value on the Sales Date, converted, if necessary, into the appropriate currency for the Members Jurisdiction as soon as practicable after such Sales Date.
12.3. Priority of Withdrawal/Liquidation
Mature non-P&G Shares will be withdrawn or liquidated before Mature P&G Shares and neither non-P&G Shares or P&G Shares may be withdrawn or liquidated before they become Mature.
12.4. Limitation on Withdrawals
Members will be subject to any limitations on withdrawals set by the Broker or Custodian, as applicable.
12.5 Accelerated Maturity
In the event a Member permanently transfers from one market to another market, all P&G Shares credited to the Members Account will become Mature.
C-8 The Procter & Gamble Company | ||
EXHIBIT C | ||
12.6. Form of Payment
Withdrawals will made in either a single sum cash payment or Shares as soon as practicable after the Sales Date. Only P&G Shares can be distributed in the form of Shares. Non-P&G Shares can only be distributed in cash, unless otherwise determined by P&G.
SECTION 13. TERMINATION FROM SERVICE
13.1. Termination from Service
13.1.1. Upon Termination from Service, a Member will no longer be eligible to participate in the Plan and no further Deposits or Participating Company Contributions will be made to the Account with respect to such Member.
13.1.2. Upon Termination from Service, all Shares immediately become Mature.
SECTION 14. RIGHTS AND RESTRICTIONS APPLICABLE TO SHARES
14.1. Shareholder Rights Generally
Participation in the Plan will not confer on any Member the rights of a shareholder of P&G until the date on which P&G Shares are purchased on an Investment Date.
14.2 Voting Rights
Members will have the sole right to vote the P&G Shares held in their Accounts.
14.3. Cash Dividends
14.3.1 Members with Accounts held by a Broker may reinvest all or a portion of cash Dividends paid on Shares into the Plan, if permitted under local law, or receive Dividends as a cash payment, less any applicable United States Federal income tax withheld at the source. Such Members must elect their dividend payment option according to established procedures of the Broker. If the cash Dividends are reinvested in the Plan, the Broker shall credit the Members Account on the basis of the Share Value on the Investment Date.
14.3.2 Unless the Plan Administrator determines otherwise, any cash Dividends on Shares received by a Custodian with respect to a Member shall be held in the Unallocated Account and invested by the Custodian in Cash Reserves until the next Investment Date. On that Investment Date, the P&G Shares so acquired shall be credited to the Members Company Account on the basis of the Share Value on that Investment Date.
14.3.3. If Members in a Jurisdiction incur income tax liability on the amount of cash Dividends that are earned on Shares, the Members shall be solely responsible for the payment of such income taxes.
14.4. Dilution and Other Adjustments
In the event of any changes in the outstanding Shares by reason of any Share dividend or split, recapitalization, rights issue, merger, consolidation, spin-off, reorganization, combination or exchange of Shares or other similar corporate change, then, if P&G so determines that such change equitably requires an adjustment to Members Accounts or any other adjustment, such adjustments shall be made by P&G under such uniform terms and conditions as it deems appropriate.
14.5. No Restriction on Right to Effect Corporate Changes
The Plan shall not affect in any way the right or power of P&G or its shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in P&Gs capital structure or its business, or any merger or consolidation of P&G, or any issue of stock or shares or of options, warrants, or rights to purchase stock or shares or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect Shares or the rights thereof or which are convertible into or exchangeable for Shares, or the dissolution or liquidation of P&G, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.
2020 Proxy Statement C-9 | ||||
EXHIBIT C | ||
SECTION 15. ADOPTION AND WITHDRAWAL BY A P&G COMPANY
15.1. Adoption of Plan
Any P&G Company may adopt the Plan by appropriate action of its board of directors or equivalent governing body with the consent of P&G. Any P&G Company which so adopts the Plan shall be deemed thereby to appoint P&G and the Plan Administrator its exclusive agents to exercise on its behalf all of the power and authority conferred upon P&G under the Plan. The authority of P&G to act as such agent shall continue until the Participating Company withdraws from the Plan.
15.2. Withdrawal Procedures
15.2.1. Any Participating Company may withdraw from its participation in the Plan by giving P&G prior notice specifying a withdrawal date which shall be a Valuation Date at least 60 days (or such shorter period as P&G may consent to) subsequent to the date such notice is received by P&G. P&G may terminate any Participating Companys participation in the Plan, as of any withdrawal date it specifies, for any reason, including, but not limited to, the failure of the Participating Company to make proper Participating Company Contributions or to take appropriate action to assure compliance with any other provision of the Plan or any applicable requirements of any Jurisdiction or Agency. Notice of any withdrawal of a Participating Company from the Plan by P&G shall be given to the Plan Administrator and the withdrawing Participating Company.
15.2.2. The transfer of a Participating Company or a division, facility, operation, or trade or business of a Participating Company to an entity that is not a P&G Company with respect to a group of Members shall be treated as a withdrawal of a Participating Company for purposes of this Section 15 without further action by P&G or any Participating Company.
15.3. Contributions Upon Withdrawal
Upon the withdrawal of any Participating Company, no further Deposits or Participating Company Contributions on behalf of affected Members shall be made for Pay Periods ending after the withdrawal date. Any rights of Members who had been or are employed by other P&G Companies shall be unaffected by such withdrawal.
15.4. Effect of Withdrawal
Upon a Participating Companys withdrawal from the Plan, the Shares in Accounts of affected Members will become Mature.
SECTION 16. AMENDMENT OR TERMINATION OF THE PLAN
16.1. Amendment and Termination
16.1.1. P&G (through the Board and/or the Compensation Committee) reserves the right at any time, either prospectively or retroactively, to amend, suspend, or terminate the Plan, any contributions thereunder, in whole or in part, and for any reason and without the consent of any Member, Beneficiary, or P&G Company. Prompt notice specifying the adoption date and effective date of any amendment, modification, suspension, or termination of the Plan shall be given by P&G to all Participating Companies.
16.1.2. The Participating Company reserves the right, with the consent of P&G, at any time either prospectively or retroactively, to amend or suspend any sub-plan to the Plan (including any country-specific rules) with respect to its employees in a Jurisdiction, or any contributions thereunder, in whole or in part, and for any reason without the consent of any Member or Beneficiary.
16.1.3. No action contemplated by this Section 16.1 shall reduce the number of Shares credited to any Members Account as of the Sales Date coincident with or next preceding such action, nor shall such action materially and substantially diminish any Members rights with respect to such Account balance under the Plan prior to such action.
16.2. Complete Termination of the Plan
Upon complete termination of the Plan by P&G with respect to all Participating Companies, no further Deposits or Participating Company Contributions on behalf of Members shall be made for Pay Periods ending after the effective date of such termination and no amount shall thereafter be payable under the Plan to or in respect of
C-10 The Procter & Gamble Company | ||
EXHIBIT C | ||
any Member except as provided in this Section 16. Transfers, distributions, or other dispositions of the assets of the Plan as provided in this Section 16 shall constitute a complete discharge of all liabilities under the Plan.
16.3. Final Distribution
Subject to receipt of such Agency determinations, approvals, or notifications as P&G may deem necessary or advisable for a Jurisdiction with the advice of the corresponding Participating Company, all Shares in Member Accounts will immediately become Mature. Any remaining amounts credited to the Unallocated Account shall be credited to each prior Members Account to the extent P&G determines it is practicable.
16.4. Plan Term; Approval by Shareholders
The Plan, as amended and restated, was adopted by P&G on August 11, 2020 and, subject to the approval of the shareholders of P&G, shall be in effect from the date on which the Plan is approved by the shareholders of P&G at its annual meeting in 2020 (the Approval Date) until the earlier of (a) the tenth anniversary of the Approval Date or (b) the date on which the Plan is terminated in accordance with this Section 16. The Plan Administrator, in its sole discretion, shall determine when the first Deposits and Participating Company Contributions for each Participating Company or sub-plan can be made to the Plan after the Approval Date. Any P&G Shares purchased under the Plan prior to the determination that the Participating Company or sub-plan can make contributions to the Plan after the Approval Date shall be subject to the terms and conditions of the Plan as in effect prior to the Approval Date.
SECTION 17. GENERAL LIMITATIONS AND PROVISIONS
17.1 Decrease in Value of Assets
Each Member, Beneficiary, or other person shall bear all risks in connection with any decrease in the value of the assets of the Members Account, including, but not limited to, decreases in the value of Shares and losses incurred as a result of changes in the currency exchange rates, and neither P&G nor the Participating Company, nor any employee, officer or director thereof, shall be liable or responsible therefor.
17.2. Withholding
The appropriate P&G Company may cause to be made, as a condition precedent to any dividend, withdrawal, distribution, or other payment in connection with the Plan, appropriate arrangements for the withholding of any taxes or social insurance contributions, taxes, or fees required for a Jurisdiction, including an appropriate reduction in the amount of any such payment.
17.3. Sole Source of Benefits
The Account maintained for a Member by the Broker or Custodian, as applicable, shall be the sole source of benefits under the Plan for that Member, and P&G and the Participating Company shall not have any responsibility for payment of such benefits, and each Member, Beneficiary, or other person who shall claim the right to any payment under the Plan shall be entitled to look only to such Account for such payment and shall not have any right, claim, or demand against any other separate account of the Plan Administrator, P&G, or any other P&G Company, or any employee, officer or director thereof.
17.4. No Right to Employment
Nothing contained in the Plan shall give any employee the right to be retained in the employment of any P&G Company or affect the right of any such employer to dismiss any employee. The adoption and maintenance of the Plan shall not constitute a contract between any Participating Company and any employee or consideration for, or an inducement to or condition of, the employment of any employee.
17.5. Alienation
No amount payable at any time under the Plan shall be subject in any manner to alienation by anticipation, sale, transfer, assignment, bankruptcy, pledge, attachment, charge or encumbrance of any kind nor in any manner be subject to the debts or liabilities of any person, and any attempt to so alienate or subject any such amount, whether presently or thereafter payable, shall be void. If any person shall, or attempt to, alienate, sell, transfer,
2020 Proxy Statement C-11 | ||||
EXHIBIT C | ||
assign, pledge, attach, charge or otherwise encumber any amount payable under the Plan or any part thereof, or if, by reason of his or her bankruptcy or other event happening at any such time, such amount would be made subject to his or her debts or liabilities or would otherwise not be enjoyed by him or her, then P&G and/or the Participating Company, if either party so elects, may direct that such amount be withheld and that the same or any part thereof be paid or applied to or for the benefit of such person, his or her spouse, children or other dependents, or any of them, in such manner and proportion as P&G and/or the Participating Company may deem proper.
17.6. Member Information
Each Member or other interested person must provide to the Plan Administrator, and keep updated, an up-to-date mailing address, tax documents, and other information as may be reasonably required for administration of the Plan.
17.7. Return of Contributions
17.7.1. Notwithstanding any other provisions of the Plan, if any Participating Company Contribution or Deposit is made by mistake of fact or law, an amount shall be returned upon the direction of the Participating Company to P&G.
17.7.2. The amount to be returned under Section 17.7.1 shall be the lesser of (a) the amount paid to the Plan or (b) the value of the portion of the Members Account attributable to such Participating Company Contribution or Deposit, as of the Sales Date next following the date of such direction. Such amount shall be returned as soon as practicable after such Sales Date.
17.7.3. In the event the amount returned exceeds the amount paid to the Broker or the Custodian, as applicable, any excess shall be credited to the Unallocated Account as of such Sales Date.
17.8 Beneficiary(ies)
At the time of a Members death, beneficiaries designated in accordance with established administrative procedures of the Broker or Custodian, as applicable, shall receive the amount, if any, payable under the Plan upon the death of a Member.
17.9 Severability
Each provision of the Plan may be severed. If any provision is determined to be invalid or unenforceable, that determination shall not affect the validity or enforceability of any other provision.
17.10 Corporate Transaction
In the event of a proposed sale of all or substantially all of the assets of P&G, or the merger or consolidation of P&G with or into another entity, then the Plan Administrator, in its sole discretion, shall determine whether the Plan will be assumed by the successor corporation or wound-up and terminated.
17.11 Compliance with Securities Law.
The purchase of P&G Shares under the Plan shall be subject to compliance with all applicable requirements of federal, state and foreign law with respect to such securities and if the purchase of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any securities exchange or market system upon which the Stock may then be listed, such P&G Shares may not be purchased. In addition, no P&G Shares may be purchased unless (a) a registration statement under the Securities Act of 1933, as amended, shall at the time of purchase be in effect with respect to the P&G Shares issuable on the Investment Date, or (b) in the opinion of legal counsel to P&G, the P&G Shares issuable on an Investment Date may be issued in accordance with the terms of an applicable exemption from the registration requirements of said Act. As a condition to the purchase, P&G may require the Member to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation, and to make any representation or warranty with respect thereto as may be requested by P&G. In the event that the issuance of P&G Shares under the Plan would not comply with any applicable law, then all affected contributions will be refunded as soon as administratively practicable (without the Participating Company Contributions or interest).
C-12 The Procter & Gamble Company | ||
EXHIBIT C | ||
17.12 Notices
All notices or other communications by a Member to P&G or a Participating Company under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by P&G or the Participating Company, as applicable, at the location, or by the person, designated by P&G or the Participating company, as applicable, for the receipt thereof.
17.13. Captions and References
The captions preceding the Sections of the Plan have been inserted solely as a matter of convenience and in no way define or limit the scope or intent of any provision of the Plan.
17.14. Governing Law
17.14.1. Except as otherwise expressly required under the laws of a Jurisdiction, the Plan and all rights thereunder shall be governed by and construed in accordance with the laws of the State of Ohio, United States of America, without resort to the conflict of laws principles thereof.
17.14.2. Should any provision of this Plan be determined by a court of competent jurisdiction to be unlawful or unenforceable for a Jurisdiction, such determination shall in no way affect the remaining provisions of the Plan or the application of that provision in any other Jurisdiction.
2020 Proxy Statement C-13 | ||||
![]() |
|
![]()
|
|
SHAREOWNER SERVICES P.O. BOX 64945 ST. PAUL, MN 55164-0945 |
VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions anytime before 11:59 p.m. Eastern Time on October 12, 2020. Have your proxy/voting instruction card in hand when you access the web site and follow the instructions on the website.
During The Meeting - Go to www.virtualshareholdermeeting.com/PG2020
You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions anytime before 11:59 p.m. on October 12, 2020. Have your proxy/voting instruction card in hand when you call and follow the instructions the vote voice provides you.
VOTE BY MAIL Mark, sign, and date your proxy/voting instruction card and return it in the postage-paid envelope we have provided, or return it to The Procter & Gamble Company, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
|
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
|
D22531-P43156 | KEEP THIS PORTION FOR YOUR RECORDS |
|
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
DETACH AND RETURN THIS PORTION ONLY |
THE PROCTER & GAMBLE COMPANY
|
||||||||||||||||||||||||||
Vote on Directors
|
||||||||||||||||||||||||||
The Board of Directors recommends a vote FOR the following action:
|
||||||||||||||||||||||||||
1. ELECTION OF DIRECTORS
|
||||||||||||||||||||||||||
Nominees:
1a. Francis S. Blake |
For
☐ |
Against
☐ |
Abstain
☐ |
|
For |
|
|
Against |
|
Abstain |
||||||||||||||||
1b. Angela F. Braly | ☐ | ☐ | ☐ |
1k. Margaret C. Whitman |
|
☐ |
|
|
☐ |
|
☐ |
|||||||||||||||
1c. Amy L. Chang |
☐ |
☐ |
☐ |
1l. Patricia A. Woertz |
|
|
☐ |
|
|
☐ |
|
☐ |
||||||||||||||
1d. Joseph Jimenez |
☐ |
☐ |
☐ |
Vote on Proposals |
|
|||||||||||||||||||||
1e. Debra L. Lee |
☐ |
☐ |
☐ |
The Board of Directors recommends a vote FOR the following proposals: |
||||||||||||||||||||||
1f. Terry J. Lundgren |
☐ |
☐ |
☐ |
2. Ratify Appointment of the Independent Registered Public Accounting Firm |
|
☐ |
|
|
☐ |
|
☐ |
|||||||||||||||
1g. Christine M. McCarthy |
☐ |
☐ |
☐ |
3. Advisory Vote to Approve the Companys Executive Compensation (the Say on Pay vote) |
|
☐ |
|
|
☐ |
|
☐ |
|||||||||||||||
1h. W. James McNerney, Jr. |
☐ |
☐ |
☐ |
4. Approval of The Procter & Gamble Company International Stock Ownership Plan, As Amended and Restated |
|
☐ |
|
|
☐ |
|
☐ |
|||||||||||||||
1i. Nelson Peltz |
☐ |
☐ |
☐ |
The Board of Directors recommends a vote AGAINST the following proposals: |
||||||||||||||||||||||
1j. David S. Taylor |
☐ |
☐ |
☐ |
5. Shareholder Proposal - Report on Efforts to Eliminate Deforestation |
|
☐ |
|
|
☐ |
|
☐ |
|||||||||||||||
6. Shareholder Proposal - Annual Report on Diversity |
|
☐ |
|
|
☐ |
|
☐ |
|||||||||||||||||||
NOTE: Please sign exactly as name(s) appear(s) hereon. When signing as attorney, executor, administrator, trustee, or guardian, please give full title as such. |
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date | |||||||||||||||||||||||||||||
NOTICE OF ANNUAL MEETING
OF
SHAREHOLDERS
This is notice of the annual meeting of shareholders of The Procter & Gamble Company to be held on Tuesday, October 13, 2020 at 12:00 p.m. at www.virtualshareholdermeeting.com/PG2020.
In addition to reviewing the minutes of last years annual meeting and receiving reports of officers, the purposes of the meeting are listed on the voting portion of the proxy card which is located on the reverse side of this notice.
How to Attend the Virtual Annual Meeting: To support the health and well-being of our employees and shareholders, this years annual meeting of shareholders will be a virtual meeting, held exclusively via live audio webcast at www.virtualshareholdermeeting.com/PG2020. You will not be able to attend in person.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.
D22532-P43156
|
THE PROCTER & GAMBLE COMPANY
SHAREHOLDERS PROXY AND CONFIDENTIAL VOTING INSTRUCTION CARD Annual Meeting of Shareholders Tuesday, October 13, 2020
With respect to any shares of Common Stock held by the undersigned directly or via the Companys Direct Stock Purchase Plan, the undersigned hereby appoints Angela F. Braly, W. James McNerney, Jr., and David S. Taylor (the Proxy Committee), and each of them, as proxies to attend the annual meeting of shareholders of the Company to be held online on Tuesday, October 13, 2020, at 12:00 p.m. at www.virtualshareholdermeeting.com/PG2020 and any adjournment thereof and vote all shares held by or for the benefit of the undersigned as indicated on the reverse side of this card for the election of Directors and on any shareholder and Board of Directors proposals listed. If you sign and return this card without marking, this proxy card will be treated as being FOR the election of Directors, and FOR the recommendations of the Board of Directors on items 2, 3, and 4, and AGAINST the proposals listed as items 5 and 6.
With respect to any shares of Common Stock, Series A ESOP Convertible Class A Preferred Stock, and Series B ESOP Convertible Class A Preferred Stock that are allocated to an account for you as a participant in any of the following plans The Procter & Gamble Profit Sharing Trust and Employee Stock Ownership Plan, The Procter & Gamble Savings Plan, The Gillette Company Employee Stock Ownership Plan, The Procter & Gamble Commercial Company Employees Savings Plan, and/or The Profit Sharing Retirement Plan of The Procter & Gamble Commercial Company (the NA Plans), the undersigned hereby instructs the respective plan fiduciaries to vote such shares as indicated on the reverse side of this card for the election of Directors and on any shareholder and Board of Directors proposals listed. The shares of Stock will be voted as follows, unless otherwise required by the Employee Retirement Income Security Act of 1974, as amended. The respective plan fiduciaries will vote the shares of Stock allocated to your accounts in the respective NA Plans as indicated on the reverse side of this card for the election of Directors and on the Board of Directors and any shareholder proposals listed. If the Companys proxy tabulator does not timely receive your votes or your votes are not properly signed and executed, the respective plan fiduciaries will vote the shares of Stock allocated to your accounts in the respective NA Plans in direct proportion to the voting of the shares of the same Class of Stock with respect to each plan for which the Companys proxy tabulator timely received properly signed and executed voting instructions. For the Procter & Gamble Profit Sharing Trust and Employee Stock Ownership Plan, the plan fiduciaries also will vote shares of Stock that are not allocated to any accounts in the same manner as shares of Stock for which the Companys proxy tabulator did not timely receive properly signed and executed voting instructions.
If other matters properly come before the meeting, the Proxy Committee in its discretion will vote all shares of Stock with respect to such matters.
This proxy/voting instruction card is solicited jointly by the Board of Directors of the Company and the respective plan fiduciaries identified above and pursuant to a separate Notice of Annual Meeting and Proxy Statement, receipt of which is hereby acknowledged. Votes should be received by the Companys proxy tabulator, Broadridge Financial Solutions, 51 Mercedes Way, Edgewood, NY 11717 by 11:59 p.m. ET on Monday, October 12, 2020, for shares of Common Stock held directly by you or via the Companys Direct Stock Purchase Plan to be voted by the Proxy Committee and by 4:00 p.m. ET on Thursday, October 8, 2020 for shares of Company Stock allocated to your accounts in the respective NA Plans to be voted by the respective plan fiduciaries. Broadridge will report separately to the Proxy Committee and to the respective plan fiduciaries as to proxies received and voting instructions provided, respectively. Individual proxy and voting instructions will be kept confidential by Broadridge and not provided to the Company.
|
|||||||