UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act Of 1934
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Date of Report (Date of earliest event reported)
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October 14, 2011
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Ohio
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1-434
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31-0411980
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification Number)
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One Procter & Gamble Plaza, Cincinnati, Ohio
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45202
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(Address of principal executive offices)
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Zip Code
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(513) 983-1100
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45202
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(Registrant's telephone number, including area code)
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Zip Code
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item 5.07.
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Submission of Matters to a Vote of Security Holders
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The Procter & Gamble Company (the “Company”) held its Annual Meeting of Shareholders on October 11, 2011. Set forth below are the final voting results for each of the proposals submitted to a vote of the shareholders.
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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1.
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Election of Directors:
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Angela F. Braly
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1,706,171,189 |
9,910,422
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4,556,057
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527,286,425
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Kenneth I. Chenault
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1,668,902,159
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47,690,977
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4,044,532
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527,286,425
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Scott D. Cook
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1,686,472,543
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29,672,018
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4,493,107
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527,286,425
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Susan Desmond-Hellmann
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1,705,972,242
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10,436,330
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4,229,096
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527,286,425
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Robert A. McDonald
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1,665,194,273
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51,440,885
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4,002,510
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527,286,425
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W. James McNerney, Jr.
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1,670,560,477
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45,855,131
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4,222,060
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527,286,425
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Johnathan A. Rodgers
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1,698,411,966
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17,659,055
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4,566,647
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527,286,425
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| Margaret C. Whitman | 1,686,065,764 | 30,494,937 |
4,076,967
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527,286,425
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Mary Agnes Wilderotter
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1,667,992,269
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48,320,974
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4,324,425
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527,286,425
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Patricia A. Woertz
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1,706,371,292
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9,915,660
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4,350,716
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527,286,425
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Ernesto Zedillo
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1,688,276,422
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27,779,522
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4,581,724
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527,286,425
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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| 2. | Ratify Appointment of Independent Registered Public Accounting Firm | 2,222,642,898 | 20,533,887 | 4,747,308 | 0 | |||||||
| 3. | Advisory Vote on Executive Compensation (The Say-on-Pay Vote) | 1,667,960,320 | 42,591,116 | 10,086,232 | 527,286,425 |
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1 Year
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2 Years
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3 Years
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Abstentions
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Broker
Non-Votes
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| 4. | Frequency on an Advisory Vote on Say-on-Pay | 1,465,714,588 | 11,360,002 | 234,642,686 | 8,920,392 |
527,286,425
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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| 5. | Amend the Articles of Incorporation | 2,216,939,967 | 17,728,105 | 13,256,021 | 0 |
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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| 6. | Shareholder Proposal - Adopt Cumulative Voting in the Election of Directors | 401,069,870 | 1,308,100,917 | 11,466,881 | 527,286,425 | |||||||
| 7. | Shareholder Proposal - Plan to Phase Out Animal Testing | 33,501,769 | 1,374,447,565 | 312,688,334 | 527,286,425 | |||||||
| 8. | Shareholder Proposal - Annual Proposal Describing Electioneering Contributions | 100,161,818 | 1,393,254,720 | 227,221,130 | 527,286,425 |
A majority of the votes cast by shareholders, on an advisory basis, were in favor of holding an advisory vote on the Company's executive compensation every year. In accordance with this shareholder vote, the Board of Directors approved an annual shareholder advisory vote on the Company's executive compensation as reported in its annual proxy statement. Annual votes will be held until the next shareholder vote on the frequency of such advisory vote, to occur no later than our Annual Meeting of Shareholders in 2017.
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.
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THE PROCTER & GAMBLE COMPANY
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| By: |
/s/ Susan S. Whaley
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Susan S. Whaley
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Assistant Secretary
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| October 14, 2011 | ||