Procter & Gamble : 2023 Proxy Statement

2023 Proxy Statement

Notice of Annual Meeting of

Shareholders to be held on

October 10, 2023, at 12:00 p.m.

NOTICE OF ANNUAL

MEETING OF

SHAREHOLDERS

August 25, 2023

Fellow Procter & Gamble Shareholders:

It is my pleasure to invite you to this year's annual meeting of shareholders. The meeting will take place on Tuesday, October 10, 2023, at 12:00 p.m. Eastern Time. The meeting will be held virtually via a live audio webcast at www.virtualshareholdermeeting.com/PG2023. At the meeting, our shareholders will be asked to:

• Elect the 14 Director nominees listed in the accompanying proxy statement;
• Ratify the appointment of the independent registered public accounting firm;
• Approve, on an advisory basis, the Company's executive compensation (the "Say on Pay" vote);
• Vote, on an advisory basis, on the frequency of holding the Say on Pay vote;
• Vote on the shareholder proposals described in the accompanying proxy statement, if properly presented at the meeting; and
• Transact such other business as may properly come before the meeting.

Shareholders of record as of the close of business on August 11, 2023 (the "record date") are entitled to vote at the annual meeting and any postponement or adjournment thereof. Please see pages 97-101for additional information regarding accessing the meeting and how to vote your shares. You do not need to attend the virtual meeting in order to vote your shares.

Your vote is important. Please vote your proxy promptly to ensure your shares are properly represented, even if you plan to join the annual meeting. You can vote online, by telephone, or by requesting a printed copy of the proxy materials and using the enclosed proxy card.

We appreciate your continued confidence in our Company and look forward to your joining us virtually on October 10, 2023.

Susan Street Whaley

Chief Legal Officer and Secretary

REVIEW THE PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:

ONLINE IN ADVANCE

Visit www.proxyvote.com.

BY MAIL

Sign, date, and return the enclosed proxy card or voting instruction form.

BY TELEPHONE

Call the telephone number on your proxy card, voting instruction form, or notice.

AT THE MEETING

Attend the annual meeting virtually. See page 100 for additional details on how to attend.

The Company's principal executive offices are located at 1 Procter & Gamble Plaza, Cincinnati, Ohio 45202. These proxy materials are first being made available to our shareholders on August 25, 2023.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on October 10, 2023: This Notice of Annual Meeting, the Proxy Statement, and the 2023 Annual Report are available at www.proxyvote.com.

Letter from our Chairman of the Board, President and Chief Executive Officer

"Change remains constant, but so too does our commitment to the integrated strategy that has consistently delivered strong results for our shareholders."

PORTFOLIO

performance drives

brand choice

ORGANIZATION	INTEGRATED	SUPERIORITY
empowered, agile	to win with
accountable	GROWTH		consumers
	STRATEGY
CONSTRUCTIVE PRODUCTIVITY
DISRUPTION		to fuel
across our	investments
business

August 25, 2023

Fellow Procter & Gamble Shareholders:

Thank you for your investment in P&G and for taking the time to review these proxy materials ahead of our upcoming annual meeting. As Chairman of the Board, President, and Chief Executive Officer, I am pleased to share my perspective on the tremendous accomplishments of P&G's people this year and on the meaningful engagement and active oversight of your Board of Directors.

Your Company delivered another year of strong performance as the execution of our integrated strategy continued to drive growth and value creation despite challenging operating conditions. These results, which you can read more about in our 2023 Annual Report, underscore the dynamic nature of our strategy-its adaptability and its sustainability- through changing external circumstances, consumer needs, market dynamics, and stakeholder expectations. Change remains constant, but so too does our commitment to the integrated strategy that has consistently delivered strong results for our shareholders:

• a portfolio of daily-use products in categories where performance plays a significant role in consumer brand choice;
• superiority across product, package, brand communication, retail execution, and value to win with consumers and grow markets;
• productivity in everything we do, fully embedded in our operating model and embraced in every part of our operation;
• constructive disruption across the value chain, driving innovation and creating value; and
• an agile, accountable, and empowered organization and culture.

P&G's people bring this strategy to life every day in their work, creating new business through superior innovation that delights consumers, producing more efficient and effective communication that leads to higher quality engagement, digitizing formula design and manufacturing processes to increase flexibility, and focusing effort and resources on our biggest opportunities for growth.

As I have shared, we are working in four areas to continue to improve our execution: (1) further upgrading our supply chain to one that enables greater agility, flexibility, scalability, transparency, and resilience;

1. driving environmental sustainability to delight consumers with no tradeoffs; (3) increasing digital acumen to drive consumer and customer preference, reduce cost, and enable rapid and efficient decision-making across the value chain; and (4) providing a superior employee value equation to ensure we attract, retain, and develop the best talent. These areas are not new or separate strategies. They are necessary elements in continuing to strengthen our execution.

Our focus remains on balanced top- and bottom-line growth, but in the ever more complex world in which we live, it is not just top and bottom line that must be balanced. We must endeavor to balance the needs of an increasing number of constituents. Consumer, customer, employee, society, and shareholder needs must each be met. Serving and balancing the needs of each of these constituents will not be easy, but those who do it best, as I believe we must and will, should thrive.

Your Board of Directors continues to be engaged in this work, providing guidance and oversight informed by their diverse skills and experiences. Focusing first on Board refreshment, the Board welcomed three new members this past year-Sheila Bonini of the World Wildlife Fund, former U.S. Senator and Trade Representative Rob Portman, and Raj Subramaniam, CEO of FedEx. Sheila, Rob, and Raj each bring unique and important perspectives to the Board that further strengthen its ability to help the Company better serve consumers, communities, and stakeholders. In addition, the Board has nominated Brett Biggs, former CFO of Walmart and a veteran of the global consumer retail industry, for election at the Company's annual meeting this year. In sum, 43% of our Director nominees are women, and 36% are racially/ethnically diverse.

The Board is engaged in the development of our key strategies and focus areas. For example, this past year, the full Board reviewed strategic plans and challenges with the Company's Chief Operating Officer, our Sector CEOs, and many of our market leaders. Similarly, other Company leaders, like our Chief Financial Officer, Chief Legal Officer, Chief Human Resources Officer, Chief Research, Development and Innovation Officer, Chief Information Security Officer, Chief Sales Officer, Chief Equality & Inclusion Officer, Chief Product Supply Officer, and Chief Sustainability Officer, met with the Board to review strategic priorities, key opportunities, emerging risks, and mitigation plans in their areas of responsibility, with the relevant Board Committees often conducting even more detailed reviews. I invite you to read further in the enclosed proxy statement for even more examples of how the Board and its Committees remain actively engaged in these and other key topics, such as environmental sustainability and cybersecurity, helping us ensure our work advances our goal of balanced, long-term growth and value creation for shareholders.

I and my fellow Directors remain confident in P&G's strategy and the ability of P&G's people to execute it with excellence. Over the last several years, they have delivered strong results for shareholders despite significant external challenges-a global pandemic, the highest consumer inflation in nearly 40 years, war in Europe, major disruptions in global supply chains, and significant headwinds from foreign exchange, commodities, interest rates, and taxes. As we look ahead, we will continue to do our best to serve consumers, customers, each other, society, and you, our shareholders.

Thank you for your investment and continued confidence in and engagement with our Company.

64%

OF OUR DIRECTOR NOMINEES ARE

WOMEN AND/OR RACIALLY OR

ETHNICALLY DIVERSE

Board and Committee discussions reflect our Directors' engagement in the development of our key strategies and focus areas.

JON R. MOELLER

Chairman of the Board, President and Chief Executive Officer