P&G amends bylaws to require Rule 14a-19 compliance for shareholder director nominations

PROCTER & GAMBLE Co

Board amended Article I, Section 8 of Code of Regulations, effective December 13, 2022.
Amendments require shareholder nominators to represent intent to solicit proxies for non-company nominees per Rule 14a-19.
Shareholders must provide reasonable evidence of Rule 14a-19 compliance to the Company.
Changes address procedural and disclosure requirements for shareholder nominations and proxy solicitation.

Key facts

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

PROCTER & GAMBLE Co: Amended Article I, Section 8 of the Code of Regulations to add procedural and disclosure requirements for shareholder nominations, including compliance with Rule 14a-19 under the Exchange Act (effective 2022-12-13).

Change: bylaw amendment
Effective: 2022-12-13

Exact text from the filing

On December 13, 2022, the Board of Directors of The Procter & Gamble Company (“the Company”) amended the Company’s Code of Regulations (the “Regulations”), effective immediately. The amendments, which are included in Article I, Section 8, address certain procedural and disclosure requirements in connection with shareholder nominations of directors and solicitation of proxies, including compliance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended.

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Source: SEC EDGAR

accession 0000080424-22-000109

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