The Procter & Gamble Company

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act Of 1934

December 15, 2017 Date of Report (Date of Earliest Event Reported)

THE PROCTER & GAMBLE COMPANY (Exact name of registrant as specified in its charter)

Ohio 1-434 31-0411980 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification Number)

One Procter & Gamble Plaza, Cincinnati, Ohio 45202 (Address of principal executive offices) Zip Code

(513) 983-1100 45202 (Registrant’s telephone number, including area code) Zip Code

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS (d) On December 15, 2017, the Board of Directors of The Procter & Gamble Company (the “Company”) increased the size of the Board from eleven to thirteen Directors and appointed Joseph Jimenez, Chief Executive Officer of Novartis AG, as a Director of the Company, effective March 1, 2018.

The Board also appointed Nelson Peltz, Chief Executive Officer of Trian Fund Management, L.P., as a Director, effective March 1, 2018. The Company has agreed that Mr. Peltz will be included in the Company’s slate of nominees for election to the Board of Directors at the 2018 annual meeting of shareholders.

Committee assignments for Mr. Jimenez and Mr. Peltz will be determined at a later date.

Mr. Jimenez and Mr. Peltz will each receive the same compensation from the Company as the other non-employee members of the Board of Directors. The Company’s Director compensation program is described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on August 1, 2017.

The Company is filing this 8-K pursuant to Item 5.02(d), “Election of Directors.”

ITEM 7.01 REGULATION FD DISCLOSURE The Company issued a shareholder letter on December 15, 2017, announcing certified Director election results and certain actions taken by the Board of Directors based on shareholder input. A copy of this shareholder letter is furnished as Exhibit 99.1.

The Company also issued two news releases on December 15, 2017, announcing the appointments of Mr. Jimenez and Mr. Peltz. Copies of these news releases are furnished as Exhibits 99.2 and 99.3.

The Company is furnishing the information under this item, including Exhibits 99.1, 99.2, and 99.3, pursuant to Item 7.01, “Regulation FD Disclosure.”

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits

Exhibit Number Description 99.1 Shareholder Letter dated December 15, 2017 99.2 Jimenez Announcement News Release dated December 15, 2017 99.3 Peltz Announcement News Release dated December 15, 2017 SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE PROCTER & GAMBLE COMPANY

BY: /s/ Sandra T. Lane Sandra T. Lane Assistant Secretary December 15, 2017 INDEX TO EXHIBIT(S)

News Release The Procter & Gamble Company One P&G Plaza Cincinnati, OH 45202

P&G ANNOUNCES CERTIFIED DIRECTOR ELECTION RESULTS AND BOARD ACTIONS IN SHAREHOLDER LETTER

All 11 of P&G’s Highly Qualified Directors Elected

Board Also Appoints Nelson Peltz and Joseph Jimenez as Directors

CINCINNATI—December 15, 2017—The Procter & Gamble Company (NYSE:PG) today issued an open letter to shareholders announcing certified results of its 2017 Annual Meeting of Shareholders, including Director elections and actions the Board is taking based on shareholder input. The full text of the letter follows:

Dear Fellow Shareholders,

The P&G Board and Management team appreciate shareholder participation and input during the P&G proxy contest. Most important, the Board heard that there is broad shareholder support for P&G’s strategies – a stronger and more focused portfolio, significantly improved productivity, a simpler and more accountable organization, and raising the bar on superiority. At the same time, shareholders indicated that P&G needs to move faster to deliver improved results, which the Board and Management team are committed to doing.

We also appreciate shareholder patience, as it took some time for the nearly two billion shareholder votes to be counted. A significant number of votes were submitted through paper ballots given P&G’s large retail shareholder base, requiring a substantial part of the vote to be counted manually by IVS, the Independent Inspector of Elections. Following the review process, a final certified count has been issued by IVS.

Based on the certified count, shareholders have elected all 11 of P&G’s highly qualified Directors to the Board: Francis Blake, Angela Braly, Amy Chang, Kenneth Chenault, Scott Cook, Terry Lundgren, W. James McNerney, David Taylor, Margaret Whitman, Patricia Woertz, and Ernesto Zedillo. Under this certified count, the results between Ernesto Zedillo and Nelson Peltz were extremely close, with Mr. Peltz receiving almost 50% of shares voted.

Because the election results were so close, and because a large number of shareholders voted for Nelson Peltz to be a Director, the Board has engaged in numerous discussions with Mr. Peltz regarding a Board seat. That has included constructive engagements to get more closely aligned on strategic choices to transform P&G and deliver better results. For example, we agree that we are NOT predisposed to taking on excessive leverage, or substantially reducing R&D spending, or advocating for a break-up of the Company, or moving the Company out of Cincinnati. As a result, we have committed to work together with Mr. Peltz for the best interests of all shareholders, and the Board has appointed Nelson Peltz as a P&G Director, effective March 1, 2018. We look forward to his contributions as a member of P&G’s Board.

Throughout the proxy contest, the Board also listened to important shareholder input about the need to refresh the Board’s composition. Based on that input, a search has been conducted for a Director with extensive experience in consumer products, health care, and international business. As a result, the Board has appointed Joseph Jimenez, Chief Executive Officer of Novartis, as a P&G Director, effective March 1, 2018. We will deeply benefit from Joe’s experience, expertise and leadership as we continue to transform P&G.

In addition, the Board heard shareholder views about the need to strengthen executive compensation practices. Based on that input, the Board’s Compensation & Leadership Development Committee has approved modifications to its Performance Stock Program to include relative sales growth metrics and a Total Shareholder Return modifier to ensure awards reflect performance versus external competitive benchmarks. The changes will be implemented in fiscal 2018/19, with additional modifications still under review.

We are confident in P&G’s strategy and plans for the future. We are on track for improved results this fiscal year. We thank you again for your investment, your support, and for your important input. We will continue to move forward to accelerate momentum and deliver results for P&G shareholders.

On behalf of your Board of Directors,

David S. Taylor Chairman of the Board, President and Chief Executive Officer

# # # About Procter & Gamble P&G serves consumers around the world with one of the strongest portfolios of trusted, quality, leadership brands, including Always ® , Ambi Pur ® , Ariel ® , Bounty ® , Charmin ® , Crest ® , Dawn ® , Downy ® , Fairy ® , Febreze ® , Gain ® , Gillette ® , Head & Shoulders ® , Lenor ® , Olay ® , Oral-B ® , Pampers ® , Pantene ® , SK-II ® , Tide ® , Vicks ® , and Whisper ® . The P&G community includes operations in approximately 70 countries worldwide. Please visit http://www.pg.com for the latest news and information about P&G and its brands.

P&G Media Contact: Damon Jones, 513.983.0190 [email protected]

P&G Investor Relations Contact: John Chevalier, 513.983.9974 [email protected]

Forward-Looking Statements Certain statements in this release, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward- looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions, which are subject to risks and uncertainties that may cause results to differ materially from those expressed or implied in the forward-looking statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events or otherwise.

Risks and uncertainties to which our forward-looking statements are subject include, without limitation: (1) the ability to successfully manage global financial risks, including foreign currency fluctuations, currency exchange or pricing controls and localized volatility; (2) the ability to successfully manage local, regional or global economic volatility, including reduced market growth rates, and to generate sufficient income and cash flow to allow the Company to affect the expected share repurchases and dividend payments; (3) the ability to manage disruptions in credit markets or changes to our credit rating; (4) the ability to maintain key manufacturing and supply arrangements (including execution of supply chain optimizations and sole supplier and sole manufacturing plant arrangements) and to manage disruption of business due to factors outside of our control, such as natural disasters and acts of war or terrorism; (5) the ability to successfully manage cost fluctuations and pressures, including prices of commodities and raw materials, and costs of labor, transportation, energy, pension and healthcare; (6) the ability to stay on the leading edge of innovation, obtain necessary intellectual property protections and successfully respond to changing consumer habits and technological advances attained by, and patents granted to, competitors; (7) the ability to compete with our local and global competitors in new and existing sales channels, including by successfully responding to competitive factors such as prices, promotional incentives and trade terms for products; (8) the ability to manage and maintain key customer relationships; (9) the ability to protect our reputation and brand equity by successfully managing real or perceived issues, including concerns about safety, quality, ingredients, efficacy or similar matters that may arise; (10) the ability to successfully manage the financial, legal, reputational and operational risk associated with third party relationships, such as our suppliers, distributors, contractors and external business partners; (11) the ability to rely on and maintain key company and third party information technology systems, networks and services, and maintain the security and functionality of such systems, networks and services and the data contained therein; (12) the ability to successfully manage uncertainties related to changing political conditions (including the United Kingdom’s decision to leave the European Union) and potential implications such as exchange rate fluctuations and market contraction; (13) the ability to successfully manage regulatory and legal requirements and matters (including, without limitation, those laws and regulations involving product liability, intellectual property, antitrust, privacy, tax, environmental, and accounting and financial reporting) and to resolve pending matters within current estimates; (14) the ability to manage changes in applicable tax laws and regulations including maintaining our intended tax treatment of divestiture transactions; (15) the ability to successfully manage our ongoing acquisition, divestiture and joint venture activities, in each case to achieve the Company’s overall business strategy and financial objectives, without impacting the delivery of base business objectives; and (16) the ability to successfully achieve productivity improvements and cost savings and manage ongoing organizational changes, while successfully identifying, developing and retaining key employees, including in key growth markets where the availability of skilled or experienced employees may be limited. For additional information concerning factors that could cause actual results and events to differ materially from those projected herein, please refer to our most recent 10-K, 10-Q and 8-K reports. Exhibit 99.2

News Release The Procter & Gamble Company One P&G Plaza Cincinnati, OH 45202

P&G APPOINTS JOSEPH JIMENEZ OF NOVARTIS TO BOARD OF DIRECTORS

CINCINNATI—December 15, 2017—The Procter & Gamble Company (NYSE:PG) today announced that it has appointed Joseph Jimenez, Chief Executive Officer of Novartis AG, to its Board of Directors, effective March 1, 2018.

Mr. Jimenez has served as Chief Executive Officer of Novartis since 2010, managing the company’s diversified healthcare portfolio of leading businesses in innovative pharmaceuticals, eye care, generics, consumer health, vaccines, and diagnostics. During his tenure, Mr. Jimenez focused on leading global businesses, while divesting non-core divisions. He helped reshape Novartis through a series of complex transactions worth more than $30 billion in 2015 and put a new operating model in place that allowed Novartis to be more efficient, sustain its investments in research and development, and focus resources on customers.

“Joe has a distinguished track record of success in healthcare, consumer products and international businesses,” said David S. Taylor, P&G’s Chairman, President and Chief Executive Officer. “We will deeply benefit from Joe’s experience, expertise and leadership as we continue to transform P&G.”

“We are fortunate to be able to add Joe Jimenez, a highly experienced and accomplished leader in the consumer products industry, to our Board,” said Jim McNerney, P&G’s Lead Director. “We appreciate the input we have received from shareholders as we continue to refresh our Board.”

“I’m honored to be appointed to the Board of Directors. P&G is one of the most respected companies, recognized for its exemplary consumer focus. I look forward to being part of a strong team contributing to this great company’s transformation and future success,” said Mr. Jimenez.

Mr. Jimenez currently serves on the Board of General Motors Company, and has previously served on the Boards of the Colgate-Palmolive Company, Speedel HLDG AG, Blue Nile Inc., and ASTRAZENECA PLC.

About Procter & Gamble P&G serves consumers around the world with one of the strongest portfolios of trusted, quality, leadership brands, including Always ® , Ambi Pur ® , Ariel ® , Bounty ® , Charmin ® , Crest ® , Dawn ® , Downy ® , Fairy ® , Febreze ® , Gain ® , Gillette ® , Head & Shoulders ® , Lenor ® , Olay ® , Oral-B ® , Pampers ® , Pantene ® , SK-II ® , Tide ® , Vicks ® , and Whisper ® . The P&G community includes operations in approximately 70 countries worldwide. Please visit http://www.pg.com for the latest news and information about P&G and its brands.

P&G Media Contact: Damon Jones, 513.983.0190 [email protected]

P&G Investor Relations Contact: John Chevalier, 513.983.9974 [email protected]

Novartis Media Contact: Eric Althoff, 646.438.4335 [email protected] Exhibit 99.3

News Release The Procter & Gamble Company One P&G Plaza Cincinnati, OH 45202

P&G APPOINTS NELSON PELTZ OF TRIAN PARTNERS TO BOARD OF DIRECTORS

CINCINNATI—December 15, 2017—The Procter & Gamble Company (NYSE:PG) today announced that it has appointed Nelson Peltz, Chief Executive Officer and a founding partner of Trian Fund Management, L.P., to its Board of Directors, effective March 1, 2018. The Company has also committed to re-nominate Mr. Peltz to the Board as part of the Company’s slate of nominees for the 2018 Annual Meeting of Shareholders.

Mr. Peltz has been Chief Executive Officer of Trian Fund Management, L.P. since it was founded in November 2005. Mr. Peltz also serves as the non-executive Chairman of The Wendy’s Company. He is currently a director of Mondelēz International, Inc., Sysco Corporation, and The Madison Square Garden Company, and has previously served as a director of H. J. Heinz Company, Legg Mason, Inc., and Ingersoll-Rand plc.

“We respect Nelson Peltz as a highly engaged shareowner and investor, and look forward to his contributions as a member of P&G’s Board,” said David S. Taylor, P&G’s Chairman, President and Chief Executive Officer. “We have had constructive discussions with Nelson and we are committed to working together for the best interests of all P&G shareholders.”

“P&G is on the right track with its transformation,” said Lead Director Jim McNerney. “Nelson Peltz has more than 40 years of business and investment experience, and we welcome his input and the additional perspective he will bring to the boardroom.”

“P&G is a great company with tremendous potential,” said Nelson Peltz. “I am looking forward to working closely with David Taylor and the Board toward our shared goals of driving market share growth and improved margins to create more value for all P&G shareholders.”

From April 1993 through June 2007, Mr. Peltz served as Chairman and Chief Executive Officer of Triarc Companies, Inc. which during that period of time owned Arby’s Restaurant Group, Inc. and the Snapple Beverage Group, as well as other consumer and industrial businesses. Mr. Peltz was Chairman and Chief Executive Officer and a Director of Triangle Industries, Inc. from 1983 until December 1988, the largest packaging company in the world and a Fortune 100 industrial company, when that company was acquired by Pechiney, S.A., a leading international metals and packaging company. Mr. Peltz began his business career in 1963 when he joined his family food business.

About Trian Fund Management, L.P. Founded in 2005 by Nelson Peltz, Ed Garden and Peter May, Trian seeks to invest in high quality but undervalued public companies and to work constructively with the management and boards of those companies to significantly enhance shareholder value for all shareholders through a combination of improved operational execution, strategic redirection, more efficient capital allocation and increased focus.

P&G Media Contact: Damon Jones, 513.983.0190 [email protected]

P&G Investor Relations Contact: John Chevalier, 513.983.9974 [email protected]

Trian Media/Investor Contact: Anne A. Tarbell, 212.451.3030 [email protected]