Bylaw Amendment

UNITED STATES   SECURITIES AND EXCHANGE COMMISSION   WASHINGTON, DC 20549       FORM 8-K       CURRENT REPORT   Pursuant to Section 13 or 15(d) of the   Securities Exchange Act of 1934   Date of report (Date of earliest event reported): December 13, 2022   THE PROCTER & GAMBLE COMPANY   (Exact Name of Registrant as Specified in Charter)                        Ohio   001-00434   31-0411980 (State or Other Jurisdiction of Incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)         One Procter & Gamble Plaza , Cincinnati , Ohio 45202  (Address of Principal Executive Offices, and Zip Code)       513 - 983-1100 Registrant’s Telephone Number, Including Area Code      (Former Name or Former Address, if Changed Since Last Report)    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):         ☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)         ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)           ☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))           ☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))       Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock without Par Value PG New York Stock Exchange 1.125% Notes due 2023 PG23A New York Stock Exchange 0.500% Notes due 2024 PG24A New York Stock Exchange 0.625% Notes due 2024 PG24B New York Stock Exchange 1.375% Notes due 2025 PG25 New York Stock Exchange 0.110% Notes due 2026 PG26D   New York Stock Exchange 4.875% EUR notes due May 2027 PG27A New York Stock Exchange 1.200% Notes due 2028 PG28 New York Stock Exchange 1.250% Notes due 2029 PG29B New York Stock Exchange 1.800% Notes due 2029 PG29A New York Stock Exchange 6.250% GBP notes due January 2030 PG30 New York Stock Exchange 0.350% Notes due 2030 PG30C New York Stock Exchange   0.230% Notes due 2031 PG31A New York Stock Exchange 5.250% GBP notes due January 2033 PG33 New York Stock Exchange 1.875% Notes due 2038 PG38 New York Stock Exchange 0.900% Notes due 2041 PG41 New York Stock Exchange   Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).     Emerging growth company ☐           If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐    ITEM 5.03    AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR   On December 13, 2022, the Board of Directors of The Procter & Gamble Company (“the Company”) amended the Company’s Code of Regulations (the “Regulations”), effective immediately. The amendments, which are included in Article I, Section 8, address certain procedural and disclosure requirements in connection with shareholder nominations of directors and solicitation of proxies, including compliance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended. Specifically, the amendments require that any shareholder submitting a nomination notice make a representation as to whether such shareholder intends to solicit proxies in support of director nominees other than the Company’s nominees in accordance with Rule 14a-19 and further require that such shareholder comply with the requirements of Rule 14a-19, including providing reasonable evidence of such compliance to the Company. The foregoing description of the Regulations is qualified in its entirety by reference to the full text of the Code of Regulations of The Procter & Gamble Company, which are filed as Exhibit 3.2 to this Form 8-K and hereby incorporated by reference. The Company is filing this 8-K pursuant to Item 5.03, “Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.” ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS   (d) Exhibits Exhibit Number   Description 3.2   Regulations (as approved by the Board of Directors on December 13, 2022, pursuant to authority granted by shareholders at the annual meeting on October 13, 2009) 104   Cover Page Interactive Data File (embedded within the Inline XBRL document)    SIGNATURE   Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.     THE PROCTER & GAMBLE COMPANY     BY:    /s/ Sandra T. Lane                                      Sandra T. Lane                 Assistant Secretary                 December 13, 2022