PROCTER & GAMBLE (PG)
Sector: Consumer Staples
2025 Annual Meeting Analysis
PROCTER & GAMBLE · Meeting: October 14, 2025
Directors FOR
14
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Allen meets all policy criteria: no overboarding, relevant experience in global leadership and strategy, and PG's 3-year TSR gap of -13.8pp versus peer median does not reach the 35pp threshold required to trigger a vote against under the low-positive TSR tier.
Arnold joined the Board in June 2025, well within the 24-month new-director exemption from the TSR trigger, and brings strong industrial and governance credentials as former CEO of Eaton Corporation.
Biggs meets all policy criteria: no overboarding, strong financial expertise as former Walmart CFO qualifying as an audit committee financial expert, and the 3-year TSR underperformance gap does not reach the 35pp trigger threshold.
Bonini meets all policy criteria: no overboarding issues, relevant expertise in sustainability and strategy, and the TSR underperformance gap does not reach the 35pp trigger threshold.
Chang meets all policy criteria: her outside board seats are within permitted limits, she brings strong digital and technology expertise, and the TSR underperformance gap does not reach the 35pp trigger threshold.
Jejurikar is a new director nominee standing for election for the first time; he is within the 24-month exemption period and brings deep operational and global leadership expertise as P&G's incoming CEO.
Jimenez meets all policy criteria: he holds two outside board seats (General Motors and Century Therapeutics/Graphite Bio, with the latter now expired), no overboarding concern, and the TSR underperformance gap does not reach the 35pp trigger threshold.
Kempczinski is a sitting CEO at McDonald's and holds only one outside public board seat (P&G), which is within the one additional outside board policy for sitting CEOs, and the TSR underperformance gap does not reach the 35pp trigger threshold.
Lee meets all policy criteria: she holds two outside public board seats (Warner Bros. Discovery, Marriott International), within the permitted limit, and the TSR underperformance gap does not reach the 35pp trigger threshold.
McCarthy meets all policy criteria: she holds two outside public board seats (CoStar Group, Flutter Entertainment), within the permitted limit, and brings strong financial expertise as former Disney CFO qualifying as an audit committee financial expert.
McEvoy meets all policy criteria: she holds one outside public board seat (Insulet Corporation), well within limits, and brings relevant healthcare and consumer industry expertise; the TSR underperformance gap does not reach the 35pp trigger threshold.
Moeller is the Chairman and CEO serving as an executive director; he holds one outside board seat (Eli Lilly), within the permitted limit, and PG's 3-year TSR underperformance versus the peer group median of -13.8pp does not reach the 35pp threshold required to trigger a vote against under the low-positive TSR tier.
Portman meets all policy criteria: no overboarding, brings substantial government, regulatory, and public policy expertise, and the TSR underperformance gap does not reach the 35pp trigger threshold.
Subramaniam is a sitting CEO at FedEx and holds one outside public board seat (P&G), within the one additional outside board policy for sitting CEOs, and the TSR underperformance gap does not reach the 35pp trigger threshold.
All 14 director nominees pass policy screens. PG's 3-year total shareholder return of +4.6% is in the low-positive tier (0-20%), which requires a gap of at least 35 percentage points below the peer group median to trigger a vote against; the actual gap of -13.8pp falls well short of that threshold. No director is overboarded, attendance was approximately 98% across all incumbents, all committee assignments are independent, and no familial relationships to senior management were identified among independent nominees.
Say on Pay
✓ FORCEO
Jon R. Moeller
Total Comp
N/A
Prior Support
90.65%%
CEO total compensation of approximately $21.9 million is consistent with benchmarks for a mega-cap Consumer Staples CEO, and prior shareholder support was a strong 90.65%, well above the 70% threshold that would signal concern. The pay program is heavily performance-based — the proxy states that 89% of the four main pay components are performance-linked, with the majority tied to long-term metrics including a three-year performance stock program with a relative TSR multiplier and a long-term incentive program with multi-year cliff vesting — and the annual bonus paid out at only 57% of target, reflecting genuine below-target business results for the year. The company maintains a meaningful clawback policy covering all senior executives, and the pay-for-performance structure demonstrates real alignment between executive outcomes and shareholder experience.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$27,804,000
Non-Audit Fees
$3,058,000
Non-audit fees (audit-related fees of $2,499K plus tax fees of $118K plus all other fees of $441K = $3,058K) represent approximately 11% of audit fees ($27,804K), well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the filing so the tenure trigger cannot fire; and no material financial restatements were identified. Deloitte is a Big 4 firm appropriate for a company of PG's size and complexity.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Shareholder Proposal Requesting Additional Reporting on Plastic Packaging
As You Sow is a well-known ESG and environmental advocacy organization whose proposals consistently serve progressive advocacy goals rather than neutral fiduciary shareholder interests — it falls squarely within the ideological progressive filer category under our policy, which calls for a vote against regardless of how the proposal is framed. Even setting aside filer identity, PG already provides substantial public disclosure on its plastic packaging strategy through its ESG Portal, has achieved 80% recyclable or reusable consumer packaging as of FY2023-24, and has reduced virgin petroleum plastic use by 21% per unit versus its baseline — meaning the company's opposition statement that an additional report would not add meaningful shareholder value has a credible factual basis. With no prior-year vote history to signal a latent shareholder concern, there is no additional reason to override the ideological filer disqualification.
Actual Vote Results
Meeting held October 14, 2025
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Arnold, Craig | 99.2% | 1.7B | 12.9M | ✓ Elected |
| Jejurikar, Shailesh | 99.2% | 1.7B | 13.7M | ✓ Elected |
| McEvoy, Ashley | 99.2% | 1.7B | 13.7M | ✓ Elected |
| Subramaniam, Rajesh | 98.5% | 1.6B | 25.2M | ✓ Elected |
| Chang, Amy L. | 98.5% | 1.6B | 25.2M | ✓ Elected |
| Bonini, Sheila | 98.4% | 1.6B | 26.8M | ✓ Elected |
| Biggs, Brett | 98.3% | 1.6B | 27.9M | ✓ Elected |
| Allen, B. Marc | 98.2% | 1.6B | 30.7M | ✓ Elected |
| Lee, Debra L. | 98.2% | 1.6B | 30.9M | ✓ Elected |
| Portman, Robert J. | 98.0% | 1.6B | 32.8M | ✓ Elected |
| Jimenez, Joseph | 97.7% | 1.6B | 39.3M | ✓ Elected |
| McCarthy, Christine M. | 96.4% | 1.6B | 60.3M | ✓ Elected |
| Kempczinski, Christopher | 96.2% | 1.6B | 62.8M | ✓ Elected |
| Moeller, Jon R. | 96.1% | 1.6B | 64.2M | ✓ Elected |
Say on Pay
For 1.5B · Against 129.2M · Abstain 14.2M
Auditor Ratification
For 1.9B · Against 127.0M · Abstain 10.5M
Other Proposals
Proposal 4
Approval of The Procter & Gamble 2025 Stock and Incentive Compensation Plan
Proposal 5
Shareholder Proposal Requesting Additional Reporting on Plastic Packaging
Overall Assessment
This is a routine annual meeting for a well-governed mega-cap Consumer Staples company. All 14 director nominees, the auditor ratification, and the say-on-pay vote pass policy screens and receive FOR determinations; the sole stockholder proposal — on plastic packaging reporting submitted by ideological-progressive filer As You Sow — receives an AGAINST determination under the filer-identity rule, reinforced by PG's existing substantive disclosure on the topic.
Compensation Peer Group
22 companies disclosed in 2025 proxy filing