Procter & Gamble Company AGM 2026

Good morning. I'm Shailesh Jejurikar, Chairman of the Board, President and Chief Executive Officer of The Procter & Gamble Company. I would like to welcome everyone to P&G's 2026 Annual Meeting of Shareholders. Thank you for joining us and for your long-term investment in our company. Before I call the meeting to order, I want to remind you that our published proxy statement provides thorough and complete information on the voting matters before us today. We will often refer to that material rather than repeat it. The meeting is now called to order. Notice of the meeting was sent to each shareholder of record and a quorum is present online or by proxy. Joining me today are Andre Schulten, our Chief Financial Officer, Susan Street Whaley, our Chief Legal Officer and Secretary, and Keri Cowan, Senior Vice President of Investor Relations.

Also joining me today are my fellow members of our board, whom I will now introduce. Marc Allen, Chief Executive Officer of Electra.aero and former President of Boeing International and Chief Strategy Officer of The Boeing Company. Craig Arnold, former Chairman and Chief Executive Officer of Eaton Corporation. Brett Biggs, former Executive Vice President and Chief Financial Officer of Walmart Incorporated. Sheila Bonini, Senior Vice President of Private Sector Engagement for World Wildlife Fund. Amy Chang, former Executive Vice President and Executive Advisor at Cisco Systems Incorporated, and Founder and former Chief Executive Officer of Accompany. Amy is Chair of the Innovation & Technology Committee. Joseph Jimenez, Co-founder and Managing Director of Aditum Bio and former Chief Executive Officer of Novartis AG. Joe is our independent lead director and Chair of the Governance & Public Responsibility Committee.

Chris Kempczinski, Chairman, President and Chief Executive Officer of McDonald's Corporation. Chris is Chair of the Compensation and Leadership Development Committee. Christine McCarthy, former Senior Executive Vice President and Chief Financial Officer of The Walt Disney Company. Christine is Chair of the Audit Committee. Ashley McEvoy, President and Chief Executive Officer of Insulet Corporation. Rob Portman, former United States Senator and U.S. Trade Representative. Rajesh Subramaniam, President and Chief Executive Officer of FedEx Corporation. I would also like to introduce and acknowledge Debra L. Lee, our retiring board member who is not standing for re-election this year. Debbie is the Chair of Leading Women Defined Foundation and former Chairman and Chief Executive Officer of BET Networks. She has served on our board for six years, providing thoughtful counsel, broad business experience, and steadfast commitment to P&G and our shareholders. Her insights have helped guide important discussions across governance, talent, and strategy.

On behalf of the board, management, and our shareholders, thank you, Debbie, for your service. Also joining us today are David Crowley and Shan Nemeth of Deloitte & Touche. They are available in the event there are questions more appropriately answered by our auditors. Finally, as Chair, I have appointed Broadridge Financial Solutions as Inspector of Election for this meeting. A representative of Broadridge has joined the meeting and will supervise the voting. I now declare the polls are open. The polls will close after the report on the business. I will now turn the floor to Susan Whaley, our Chief Legal Officer and Secretary, to guide us through the items of business in today's meeting.

Thank you, Shailesh. As Shailesh mentioned, the polls are open. If you would like to vote your shares now, please follow the directions in the Vote Here section at the bottom of your screen. If you have already voted, there is no need to take any action now unless you would like to change your vote. The first item of business is the election of directors. The board has nominated the 12 individuals listed in the company's proxy statement and previously introduced at the meeting today. All directors elected at this meeting will hold office for a one-year term until the 2027 annual meeting of shareholders and until their successors are elected. The board recommends a vote for each nominee. The board believes each nominee has valuable skills and experience to serve our company and shareholders. We will now proceed with the board proposals.

The first board proposal is to ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm. Although the board is not required to submit this matter to shareholders, we believe it's important that shareholders have a say in the appointment of the independent public accounting firm. The board believes retaining Deloitte is in the best interests of the company and its shareholders. For these reasons, and the reasons set forth in the proxy statement, the board recommends a vote for this resolution. Next is the board proposal for an advisory vote on executive compensation, also known as Say on Pay. We design our executive compensation programs to achieve our fundamental objective, which is to create value for our shareholders. Our programs and culture motivate our executives to deliver balanced growth and value creation and serve the needs of consumers, customers, employees, society, and shareholders.

For these reasons, and the reasons set forth in the proxy statement, the board recommends a vote for this resolution. This concludes the review of the board proposals. We have three shareholder proposals this year. These proposals, along with the board's response, can be found on pages 89 to 96 of the proxy statement. The first shareholder proposal was submitted by The Accountability Board and requests that the company lower the threshold required for shareholders to call a special meeting from 25% to 15% of outstanding votable shares. I will now invite the proponent to speak on the matter.

Hi, everybody. Matt Prescott from The Accountability Board here. I'll go ahead and keep this very quick for the sake of time and just say that we think the proposal speaks for itself. We encourage everybody to vote in favor of it. If you have any questions, we would refer you to the proxy statement.

Thank you. Thank you. The board of directors recommends a vote against this proposal.

The board believes the current 25% threshold appropriately balances shareholder rights with protection against unnecessary expense and disruption, aligns with Ohio law and prevailing market practice, and is supported by the company's broader governance and shareholder engagement framework. Therefore, the board of directors recommends a vote against this proposal. The second shareholder proposal was submitted by the National Legal and Policy Center and requests the board adopt a policy committing to current eligibility thresholds for proponents of shareholder proposals, regardless of future regulation that may permit different thresholds. I will now invite the proponent to speak on the matter.

I'm Paul Chesser of National Legal and Policy Center, presenting item five, which seeks to preserve shareholder proposal access rights. This proposal asks the board to make one promise, that the right to place a shareholder proposal on The Procter & Gamble Company's proxy statements will stay open at today's thresholds, regardless of what regulators in Washington, D.C. do next. When this proposal was written, and when the company called it premature, the right to bring shareholder proposals rested on a federal rule that had stood for more than 80 years. That footing is now gone. On September 21st, the Securities and Exchange Commission proposed to repeal that rule entirely. The company wrote its opposition statement before any of this was known. So did Glass Lewis, the proxy advisor, which reviewed this proposal on September 18th and called it unnecessary for now. Three days later, the SEC proposed to erase the rule.

Glass Lewis said it would reconsider if shareholders lost the ability to file proposals, and that is exactly what is now on the table. The rule has now changed. The agency that set the floor for who may file a proposal has moved to remove that floor altogether. If it succeeds, access to this ballot falls back to a patchwork of state laws. Texas already lets a company demand that a shareholder own at least $1 million in stock or 3% of the company and line up two-thirds of the voting power before a proposal is even allowed. In Delaware, it is an open question whether a shareholder may bring an advisory proposal at all. P&G is incorporated in Ohio, and nothing in state law promises shareholders the access this federal rule provides today.