The Procter & Gamble Company (PG)
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AGM 2024

Oct 8, 2024

Operator

Good afternoon, and welcome to the P&G Annual Meeting of Shareholders. A copy of the agenda and guidelines for the conduct of the meeting are available on the welcome screen. Please follow these guidelines in order to ensure we handle our business expeditiously and provide time for shareholder questions. Shareholders of record and proxy holders will be able to ask questions during the meeting by using the Ask a Question box in the meeting platform, and we will have a question and answer period to answer questions pertinent to meeting matters. Substantially similar questions may be grouped together and provided with a single response to avoid repetition. If we are unable to respond to a properly submitted question due to time constraints, we will respond directly to the shareholder using the contact information provided. Please be aware that the presentation today will contain references to some non-GAAP financial measures.

The required reconciliations to GAAP numbers can be found on the company's website at www.pginvestor.com. The remarks and responses here today may also contain statements about future business prospects. For a discussion of factors that could cause the company's actual results to differ materially from these forward-looking statements, please see the company's most recent 10-K, 10-Q, and 8-K reports, which are also available on the company's website. If today's meeting ends unexpectedly before the polls close, and if we are unable to reestablish the webcast within 30 minutes, the meeting may be adjourned to a later date. In this case, we will announce the details of reconvening on the investor section of our website.

Jon Moeller
Chairman of the Board, President, and CEO, Procter & Gamble

Good afternoon. I'm Jon Moeller, Chairman of the Board, President, and Chief Executive Officer of the Procter & Gamble Company. I'd like to welcome everyone to P&G's two thousand and twenty-four Annual Meeting of Shareholders. Thank you for joining our annual meeting, and thank you for your long-term investment in our company. Before I call the meeting to order, I want to let you know that we have made some process improvements to our meeting this year based on the experiences of our past meetings, shareowner input, and our overall goal to ensure that in everything we do at the company, we're driving efficiency, effectiveness, and productivity. We want to be respectful of your time, the time of our board of directors, and the time of our management.

Given that our published annual proxy statement provides thorough and complete information on the voting matters before us today, we'll refer to that material and not repeat it here. Further, P&G offers many touchpoints for engagement throughout the year to our shareowners, including quarterly earnings calls with Q&A, engagement and investor conferences, an ESG briefing and Q&A for investors, and engagement with individual stakeholders and shareowners throughout the year as appropriate. For more information on how to contact us, please see pages 34 and 95 of the proxy statement. This 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. Now, I'd like to get started with introductions. Joining me today are Andre Schulten, our Chief Financial Officer, and Susan Street Whaley, our Chief Legal Officer and Secretary.

My fellow members of our board of directors have also joined our meeting today. I'll introduce them individually. Marc Allen, Chief Executive Officer of Electra Aero, Inc., and former President of Boeing International and Chief Strategy Officer of The Boeing Company. Brett Biggs, former Executive Vice President and Chief Financial Officer of Walmart, Inc. Sheila Bonini, Senior Vice President of Private Sector Engagement for the World Wildlife Fund. Amy Chang, former Executive Vice President and Executive Advisor at Cisco Systems, Inc., and Founder and former Chief Executive Officer of Accompany, Inc. Amy is the Chair of the Innovation and Technology Committee. Joe Jimenez, Co-founder and Managing Director of Aditum Bio, and the former Chief Executive Officer of Novartis AG. Joe is our independent lead director and chairs the Governance and Public Responsibility Committee. Chris Kempczinski, Chairman, President, and Chief Executive Officer of McDonald's Corporation.

Debra Lee, Chair of Leading Women Defined Foundation and former Chairman and Chief Executive Officer of BET Networks. Terry Lundgren, former Executive Chairman, Chairman of the Board, and Chief Executive Officer of Macy's, Inc. Terry is the 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 chairs the Audit Committee. Ashley McEvoy, former Executive Vice President, Worldwide Chairman of MedTech at Johnson & Johnson. Rob Portman, former United States Senator and US Trade Representative. Raj Subramanian, President and Chief Executive Officer of FedEx Corporation, and Pat Woertz, former Chair and Chief Executive Officer of Archer-Daniels-Midland Company. Also joining us, are, Lara Abrash and Christopher Cooper of Deloitte & Touche. Lara is the Chair of the Board, Deloitte U.S., and the senior advisory partner on the P&G account.

Chris is the partner responsible for all services provided to P&G, and he directly supervised the audit of the company's fiscal 2024 financial statements. They have joined the meeting and are available in the event there are questions that are more appropriately answered by the auditors. As chair, I've appointed Broadridge Financial Solutions as Inspector of Election for this meeting. Their representative has joined the meeting and will supervise the voting. Finally, we're joined by John Chevalier, Senior Vice President of Investor Relations. John will be reading the questions during our Q&A period. I now declare the polls are open. Polls will close after the report on the business. I'll now turn the floor to Susan Whaley, our Chief Legal Officer and Corporate Secretary, to guide us through some of the items of business in today's meeting.

Susan Whaley
Chief Legal Officer and Secretary, Procter & Gamble

Thank you, Jon. As Jon 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 our election of directors. The board of directors has nominated to serve as directors the 14 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 2025 annual meeting of shareholders and until their successors are elected. The board recommends a vote for each of the nominees. The board believes that each of them has valuable skills and experiences to help serve our company and shareholders.

We'll now proceed with the board proposals. The first proposal is to ratify the appointment of Deloitte & Touche as the independent registered public accounting firm. This proposal appears on page 85 of the proxy statement. Although the board of directors is not required to submit this matter to the shareholders, it believes it is important that you have a say in the appointment of the independent public accounting firm. The board believes that the retention of Deloitte & Touche as the company's independent external auditor is in the best interest of the company and its shareholders. For this reason, and the reasons set forth in the proxy statement, the board of directors recommends a vote for this resolution. Next, we have the board proposal for an advisory vote on executive compensation, otherwise known as Say on Pay. The proposal appears on page 86 of the proxy statement.

Our executive compensation programs are designed 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, each other, society, and shareholders. For this reason, and the reasons set forth in the proxy statement, the board of directors recommends a vote for this resolution. This concludes the review and discussion of the board proposals. We have one shareholder proposal this year. The proposal was submitted by Arjuna Capital and requests that the company report on both quantitative, median, and adjusted pay gaps across race and gender. I will now invite the proponent to speak on the matter.

Julia Cedarholm
Senior Associate, Arjuna Capital

Good morning. My name is Julia Cederholm from investment management firm, Arjuna Capital. I move proposal number four, asking for disclosure of adjusted and median racial and gender pay gaps as a means to narrow gaps and improve opportunity, diversity, and performance, and while Procter & Gamble has now disclosed its 2023 statistically adjusted pay gap, likely in response to this proposal, it is not committed to publishing median pay gap data. It is important that Procter & Gamble discloses both of these pay gap metrics because they measure different things. Adjusted pay gaps measure whether women and minorities are paid similarly to direct peers, while median pay gaps measure the pay equity of women and minorities across an entire company. Procter & Gamble could achieve statistically adjusted pay equity, but still have large median gaps, reflecting few minorities and women in higher paying roles and leadership positions.

Companies that provide fair pay and opportunity gain a competitive advantage in two critical areas: recruiting and retaining top talent and improving leadership diversity. Offering a path to advancement for minorities and women is regularly cited as a key factor in attracting and retaining talent. A recent survey showed 83% of Gen Z employees consider a company's commitment to diversity and equity when considering where to work, and 70% say that they would consider switching jobs for greater pay transparency. Additionally, more diverse leadership is correlated with multiple performance benefits, from better risk management to higher profit margins and better stock price performance. The company contends the disclosure of median pay gaps is unnecessary, but research shows how effective median pay gap disclosures are in improving job opportunity and narrowing pay gaps for minorities and women.

Several countries, including the U.K., Ireland, and soon the EU, mandate companies to publicly disclose median pay gaps because they know it compels companies to narrow these identified gaps, and the research shows it is indeed moving the needle. Procter & Gamble already discloses this data in the U.K., where it's mandated. United States investors deserve the same courtesy in understanding U.S. operations. Further, our company is lagging peers on median pay gap disclosures. Currently, 60% of the largest 100 U.S. companies have committed to reporting on median pay data. Consumer peers, Target, Walmart, Starbucks, Lowe's, Best Buy, Home Depot, Chipotle, and Kroger, have all committed to disclosing median pay gap. They are creating a new standard for accountability and performance. We would like to see Procter & Gamble do the same. Thank you for your support of transparent, fulsome, and honest pay equity accounting.

Susan Whaley
Chief Legal Officer and Secretary, Procter & Gamble

Thank you. The board of directors recommends a vote against this proposal. As discussed on pages 88 and 89 of the proxy statement, P&G is committed to equality and inclusion for all of our employees. We know that equality and inclusion is good for business, and that includes our commitment to equitable pay. Our adjusted pay gap data was included in the proxy at page 88 and will continue to be updated each year. Investors can see and assess P&G's pay equity and representation efforts with our current disclosures. Reporting additional data, such as unadjusted pay gaps, is unnecessary and can distract from our long-term efforts and unhelpfully narrow internal and external focus on discrete metrics. Our focus should remain on the broader diversity of our employees that helps us better reflect and understand the consumers we serve. Therefore, the board of directors recommends a vote against this proposal.

That concludes the review and discussion of the shareholder proposals. I will now turn the meeting back over to Jon.

Jon Moeller
Chairman of the Board, President, and CEO, Procter & Gamble

Next, I'd like to announce that the board of directors has declared P&G's quarterly dividend. The dividend of $1.0065 per share will be payable on or after November 15th, 2024 . Common stock share owners of record at the close of business on October 18th, 2024 , and to preferred stock shareholders of record at the start of business on October 18th, 2024 . P&G has been paying a dividend for a 134 consecutive years, ever since the company was incorporated. We've increased the dividend for 68 consecutive years. We're committed to returning cash to you, our shareowners. We'll next move to the report on the business, followed by the question and answer session. Shareholders may submit their questions or comments through the Ask a Question box, the online portal on your screen.

Now, here is my report on your business.

Speaker 6

Fiscal year 2024 was another strong year for P&G. Execution of our integrated strategy enabled the company to meet or exceed our going in guidance ranges for organic sales growth, core earnings per share growth, cash generation, and cash return to shareowners. We accomplished all this despite the significant market-level headwinds we experienced, which were largely unknown when we gave our initial outlook for the year. For the fiscal year, organic sales grew 4%. Core earnings per share grew 12%. On a currency neutral basis, core earnings per share were up 16%. Adjusted free cash flow productivity was 105%. This was our sixth consecutive year of 4% or better organic sales growth.

It's worth noting that 4% organic sales growth was against a strong comparison of 7% the prior fiscal year, and in more challenging market conditions. Growth was broad-based across business units, with eight of 10 product categories growing organic sales. Home Care, Hair Care, and Grooming were up high single digits. Oral Care and Feminine Care were up mid single digits. Fabric Care, Family Care, and Personal Health Care grew low single digits. Skin and Personal Care and Baby Care were down low single digits. Focus Markets grew 4% for the year, with North America up 5% and Europe Focus Markets up 8%. Enterprise Markets were up 6%, led by Latin America, with 15% organic sales growth. E-commerce sales increased 9%, now representing 18% of the company total.

Thirty of our top fifty category country combinations held or grew share for the year. Importantly, this share growth was broad-based, with six of 10 product categories growing share globally over the past year. We continued our strong track record of cash returned to shareowners, returning over $14 billion of value to shareowners through just over $9 billion in dividends and $5 billion in share repurchase. In April, we announced a 7% dividend increase, again, reinforcing our commitment to return cash to shareowners. The 68 consecutive annual dividend increase and the 134 consecutive year P&G has paid a dividend. Only seven U.S. publicly traded companies have paid a dividend more consecutive years than P&G, and only three U.S. companies have raised their dividend more consecutive years. In summary, last year was another strong year for your company in a very volatile environment.

To be clear, there is still more work to do to continue improving the areas in our control, needed to offset the headwinds that are largely not in our control. However, we're confident that strong execution of our strategy will continue to deliver the level of balanced growth and value creation results you and we expect of P&G. P&G people are focused on executing each element of our integrated strategy with excellence. A portfolio of daily use products, where performance drives brand choice. Superiority across product, package, brand communication, retail execution, and value. Productivity, Constructive Disruption, all enabled by an empowered, agile, and accountable organization. These strategic choices reinforce and build on each other. When executed well, they grow markets and create new business, which in turn grows our share, sales, household penetration, and profit. Importantly, this strategy is inherently dynamic.

It adapts to the changing needs of consumers, customers, and society. It demands that we not sit still. While we should expect the volatile consumer and macrodynamics we have been experiencing to continue, our job every day is to get up, put both feet on the floor, examine what's going on around us, and then work to delight consumers, customers, employees, society, and shareowners in that context. Our best path forward remains to double down on our dynamic market constructive strategy to deliver balanced top and bottom line growth and value creation. As we look to the current year, we're forecasting continued growth and are squarely focused on consumers, our North Star, and understanding and serving them. When we do this well, consumers are delighted, and we create value for customers, employees, society, and shareowners alike.

John Chevalier
SVP of Investor Relations, Procter & Gamble

Before we get to your questions, I now declare the polls closed.

I want to thank you, our long-term shareholders, for your engagement with us and your commitment to our company. We've also received the preliminary voting results. Susan, can you please share those?

Susan Whaley
Chief Legal Officer and Secretary, Procter & Gamble

Yes. We have received the following preliminary voting results. Item one, election of the board of directors, has passed, with all director nominees being elected. Item two, ratify appointment of the independent registered public accounting firm, has passed. Item three, the advisory vote on executive compensation, has also passed. Item four, the shareholder proposal entitled Pay Gap Reporting, has failed. As noted, these are the preliminary voting results. We will report final results in the coming days on a Form 8-K filed with the U.S. Securities and Exchange Commission. Jon?

Jon Moeller
Chairman of the Board, President, and CEO, Procter & Gamble

Thank you, Susan. That concludes the business items on our agenda. I now adjourn the meeting, and we'll move on to questions or comments on other matters related to the company's business that have not already been discussed. We'll take questions from shareowners. As noted, shareowners may use the Ask a Question box on the online portal. We may combine multiple questions on the same subject to avoid repetition in order to address as many pertinent questions as possible in this Q&A period. John, can you give us, please, the first question?

John Chevalier
SVP of Investor Relations, Procter & Gamble

Yes, Jon, first question, we've received a few questions on the company's approach to and progress on diversity, equality, and inclusion. If you could please make a comment.

Jon Moeller
Chairman of the Board, President, and CEO, Procter & Gamble

Procter & Gamble is committed to an equal, diverse, and inclusive organization, culture, and workplace. 50% of global management roles are held by women, and we aspire to reach the same level at P&G's Global Leadership Council and executive leadership levels. A third of U.S. management is multicultural. You can see in the proxy that the slate of directors elected today is very diverse across both gender and ethnicity. Diversity is at the foundation of winning in our business, serving and delighting all the consumers we serve, enabled by an organization that understands, respects, and reflects those consumers.

John Chevalier
SVP of Investor Relations, Procter & Gamble

The next question relates to the impact of global conflicts on P&G. Have the wars in Ukraine and Middle East had a material impact on the company?

Jon Moeller
Chairman of the Board, President, and CEO, Procter & Gamble

Thanks, John. First, I just want to remind everyone on the call that we are officially in our quiet period as we are producing actuals, which will be released in a week or two. And as such, I really can't comment on any current impacts on the business. But I think it's not difficult to assume or to understand that the conflicts that were mentioned in this question have each had an impact on our business. They've each had an impact on our organizations, and it's very unfortunate and troublesome that they continue. We're doing our best, though, to serve and protect employees in impacted areas and to ensure a flow of goods to serve the basic human needs.

... of people that are affected by these conflicts.

John Chevalier
SVP of Investor Relations, Procter & Gamble

The third question relates to the impact of recent storms in the U.S. do P&G have any production facilities in vulnerable areas that have been impacted by the storms?

Jon Moeller
Chairman of the Board, President, and CEO, Procter & Gamble

Fortunately, thus far, in this hurricane season, we do not have facilities that have been directly in the paths of the storms. Obviously, though, these storms have had a significant impact on a wide swath of population and our consumers in those areas. We've endeavored to be responsive to the challenges that has presented to those people. Our relief efforts began October first in Florida and have expanded to areas in Georgia and North Carolina. We're focusing the majority of effort currently in Western North Carolina, where the need is greatest, and there's a sufficient infrastructure for the relief we can provide. We've also made successful airdrops to parts of North Carolina that have little or no current access.

We operate largely through established disaster relief partners with the expertise and distribution channels to work effectively in disaster recovery, including the pre-positioning of supplies where possible. Those relief partners include Matthew 25, American Red Cross, Water Mission, and Team Rubicon. Operations include our Tide Loads of Hope mobile laundry vehicles, the P&G and Walmart mobile shower and bathroom trailers, and kits of P&G personal care and cleaning products. We also provide cash support to partners for operational expenses. One of our partners is also distributing P&G Purifier of Water packets to aid in clean drinking water needs.

John Chevalier
SVP of Investor Relations, Procter & Gamble

The last, It's more of a comment than a question, is thanking the company and the board of directors for the continued strong payment of dividends and the income that that provides to shareholders. That concludes the Q&A period for the meeting. For questions we were unable to address during our time, we'll reach out to those shareholders directly using the contact information provided. I'll now turn it back to Jon Moeller, Chairman, President, and CEO, for final comments.

Jon Moeller
Chairman of the Board, President, and CEO, Procter & Gamble

This concludes today's meeting. I wanna thank you for your confidence and support, including the many of you who have been long-term shareowners of P&G. Thank you very much.

Operator

The meeting has now concluded. Thank you for joining, and have a pleasant day.

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