PROCTER & GAMBLE Co

This proposal asks the Board to amend the Company’s governing documents to lower the shareholder special-meeting threshold from 25% to 15% of outstanding votable shares. The proponent argues the current 25% threshold is prohibitively high and that a 15% threshold would provide shareholders a practical accountability mechanism for urgent matters while limiting the ability of a small number of shareholders to impose unnecessary special meetings. The submission cites examples of large companies with lower thresholds and positions the change as consistent with shareholder rights and market practice. The proposal requests shareholders be given the power to call special meetings at the reduced threshold.

This proposal asks the Board to commit to include in the Company’s annual proxy statement any shareholder proposal that is submitted by a shareholder (or group) meeting any of three stated ownership/holding-period thresholds—$2,000 held for three years, $15,000 held for two years, or $25,000 held for one year—provided the proposal otherwise complies with Rule 14a-8 requirements. The request further asks the Company to honor those thresholds even if the SEC adopts future rules that would raise minimum ownership or holding-period requirements. The proponent argues the policy would preserve long-term shareholder access to the proxy process and prevent regulatory changes from silencing committed small shareholders, while noting recent regulatory and political activity concerning Rule 14a-8. The proposal seeks a binding Board policy guaranteeing inclusion under the specified thresholds.

This proposal requests that the Company publish an annual report disclosing charitable contributions from the prior fiscal year, identifying recipients of donations exceeding $5,000 and describing the purposes for which funds were used and any intentions for future donations. The report would also ask management to highlight philanthropic activities judged least related to corporate value and most likely to pose reputational risk, and to provide an analysis of risks to brand or shareholder value from controversies tied to donations, including the standards used to identify such controversies. The proponent cites concerns about donations to organizations alleged to undermine free speech or religious freedom and points to the Company’s existing philanthropic channels such as the P&G Fund and Matching Gifts Program. The requested disclosure is to exclude proprietary information and be prepared at reasonable expense.