PROCTER & GAMBLE (PG)
Sector: Consumer Staples
2026 Annual Meeting Analysis
PROCTER & GAMBLE · Meeting: October 13, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Allen joined in 2021 and has relevant global strategy and governance experience; PG's 3-year TSR gap vs. peer median is -30.8pp, which falls below the 35pp threshold required to trigger a vote against under the low-positive TSR band, so no TSR flag applies.
Arnold joined in 2025, well within the 24-month new-director exemption window, so the TSR trigger does not apply; he brings extensive industrial and governance experience relevant to PG's operations.
Biggs joined in 2023 and has significant financial and retail expertise as former Walmart CFO; the 3-year TSR gap of -30.8pp does not breach the 35pp trigger threshold, so no TSR concern applies.
Bonini joined in 2023 and brings sustainability and consumer goods strategy expertise; the 3-year TSR gap does not breach the 35pp trigger threshold.
Chang joined in 2017 and has deep digital and technology expertise relevant to PG's strategy; the 3-year TSR gap of -30.8pp does not breach the 35pp threshold required to trigger a vote against.
Jejurikar became a director in 2025, within the 24-month new-director exemption window; as the incoming CEO with deep operational experience at PG, his election as a director is appropriate.
Jimenez has served since 2018 and brings extensive consumer goods and pharmaceutical CEO experience; the 3-year TSR gap of -30.8pp falls short of the 35pp threshold needed to trigger a vote against under the low-positive TSR band.
Kempczinski joined in 2021 and brings strong consumer industry and CEO leadership experience; the -30.8pp 3-year TSR gap vs. peer median does not breach the 35pp trigger threshold.
McCarthy joined in 2019 and has deep financial and consumer industry expertise as former Disney CFO; the 3-year TSR gap of -30.8pp does not meet the 35pp threshold needed to trigger an against vote.
McEvoy joined in 2023 and brings healthcare and consumer products leadership experience; the 3-year TSR gap does not breach the 35pp trigger threshold, and her tenure is relatively short.
Portman joined in 2023 and brings government, regulatory, and public policy expertise; the 3-year TSR gap does not breach the 35pp trigger threshold.
Subramaniam joined in 2022 and brings global operations and digital transformation expertise as FedEx CEO; the 3-year TSR gap of -30.8pp does not breach the 35pp threshold, and no overboarding flags apply as a sitting CEO holding only one outside board seat.
All 12 director nominees receive a FOR vote. PG's 3-year total shareholder return is +2.0% (low-positive band), and underperformance versus the company-disclosed peer median is -30.8 percentage points — which falls below the 35pp threshold required to trigger an against vote in the low-positive TSR band. No directors are overboarded under policy thresholds, attendance was approximately 97% across the board, all committee members are independent, and the board discloses a skills matrix. No other policy triggers fire.
Say on Pay
✓ FORCEO
Shailesh G. Jejurikar
Total Comp
$9,591,687
Prior Support
92.2%%
The CEO's total reported compensation of approximately $9.6 million is reasonable for a newly appointed CEO at a $334 billion market-cap consumer staples company, and is within the expected benchmark range for that role and sector. The compensation structure is strongly performance-oriented — the proxy discloses that 87% of total NEO pay is performance-based, with 89% of that tied to long-term results through the Performance Stock Program and Long-Term Incentive Program, well above the 50-60% variable pay threshold required by policy. Prior-year shareholder support was 92.2%, well above the 70% threshold, and the company maintains meaningful clawback policies; no policy triggers warrant an against vote.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$27,827,000
Non-Audit Fees
$2,700,000
Non-audit fees (audit-related fees of $2,166,000 plus tax fees of $189,000 plus all other fees of $345,000 = $2,700,000) represent approximately 9.7% of audit fees ($27,827,000), well below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire per policy. Deloitte is a Big 4 firm fully appropriate for a company of PG's size and complexity. No material restatements are disclosed.
Stockholder Proposals
3 proposals submitted by shareholders
Proposal 4
Shareholder Proposal Requesting Lower Threshold for Special Meetings
The Accountability Board, Inc. appears to be a governance-focused filer rather than an ideological one, and this proposal asks for a mainstream governance improvement — lowering the threshold to call a special shareholder meeting from 25% to 15%. Under Ohio law, written consent requires unanimous agreement of all shareholders, making it effectively unusable, which means the special meeting right is the only mechanism shareholders have to act between annual meetings; a 25% threshold is a high barrier in that context. Lowering the threshold to 15% is a reasonable governance enhancement that would give shareholders a meaningful accountability tool without exposing the company to frivolous meetings, and is consistent with practices at several large-cap companies including peers cited in the proposal.
Proposal 5
Shareholder Proposal Requesting Policy on Eligibility Thresholds for Proponents of Shareholder Proposals
The National Legal and Policy Center is a well-known conservative advocacy organization, and under our policy, proposals from ideological filers — whether conservative or progressive — are voted against regardless of how the proposal is framed, because they serve political rather than genuine shareholder interests. While the surface framing concerns shareholder access rights, the filer's primary motivation is to preserve conservative groups' ability to submit proposals in anticipation of SEC rule changes that would raise eligibility thresholds, which is a political objective rather than a neutral fiduciary one. No further analysis of the proposal's merits is required once the filer is classified as ideological.
Proposal 6
Shareholder Proposal Requesting Annual Reporting on Charitable Contributions
The Bahnsen Family Trust is filing this proposal with an explicitly ideological motivation — the supporting statement singles out specific organizations such as the Trevor Project and the Human Rights Campaign by name as 'controversial nonprofits,' framing charitable giving through a socially conservative lens rather than a neutral fiduciary one. Under our policy, proposals from ideological filers on either side of the political spectrum are voted against regardless of the surface framing, because they serve advocacy goals rather than shareholder interests. A neutral fiduciary investor concerned about reputational risk from charitable giving would not structure the request around objecting to support for LGBTQ+ organizations, which signals the proposal's true motivation.
Overall Assessment
The 2026 PG annual meeting ballot is routine and largely uncontested: all 12 director nominees receive FOR votes because the company's 3-year TSR underperformance versus its peer median (-30.8pp) does not breach the 35pp policy threshold, the auditor passes all fee and independence screens, and the Say on Pay program is appropriately structured with strong performance linkage and 92.2% prior-year support. Among the three shareholder proposals, the special meeting threshold reduction (Item 4) receives a FOR vote as a legitimate governance improvement, while the other two are voted against because they were submitted by ideological conservative filers whose proposals serve advocacy rather than fiduciary goals.
Compensation Peer Group
43 companies disclosed in 2026 proxy filing