UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. 1 )

Filed by the Registrant  x☒

Filed by a Party other than the Registrant  ¨☐

Check the appropriate box:

The Procter & Gamble Company

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION

[PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION]

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

August 26, 2016[DATE], 2017

Fellow Procter & Gamble Shareholders:

It is our pleasure to invite you to this year’s annual meeting of shareholders, which will be held at the Company’s headquarters.shareholders. The meeting will take place on Tuesday, October 11, 2016,[DAY], [DATE], 2017 at 9:00 a.m.[TIME] Eastern Daylight Time at The Procter & Gamble Company General Offices, 1 Procter & Gamble Plaza, Cincinnati, Ohio 45202.[_____]. At the meeting, our shareholders will be asked to:

Trian Partners, L.P., and certain of its affiliates (together, “Trian”) have notified the Company of their intention to propose a Director nominee for election at the annual meeting in opposition to the nominees recommended by our Board of Directors.As a result, you may receive solicitation materials, including a white proxy card, from Trian seeking your proxy to vote for Trian’s nominee.The Board urges you not to sign or return or vote the white proxy card sent to you by Trian.

Shareholders of record as of the close of business on August 12, 2016[DATE], 2017 (the “record date”) are entitled to vote at the Annual Meetingannual meeting and any postponement or adjournment thereof.Please see pages 65-682-5 for additional information regarding admission to the meeting and how to vote your shares. If you planThis proxy statement and the accompanying BLUE proxy card are first being sent or given to attend the meeting in person,we encourage you to register for admission by Monday, October 10. If you are not able to attend the meeting in person, you may join a live webcast of the meetingshareholders on the Internet by visitingwww.pginvestor.com at 9:00 a.m.or about [DATE], Eastern Daylight Time, on October 11.2017.

Your vote is extremely important. Please vote your proxy promptly to ensure your shares are properly represented, evenEven if you plan to attend the annual meeting. You canmeeting, we request that you vote your shares by signing and dating the enclosed BLUE proxy card and returning it in the enclosed postage-paid envelope or by voting via Internet or by telephone by following the instructions provided on the enclosed BLUE proxy card, BLUE voting instruction form, or notice. If you have already voted using a white proxy card sent to you by Trian, you can revoke it by signing and dating the enclosedBLUE proxy card and returning in the enclosed postage-paid envelope or by requesting a printed copy ofvoting via Internet or by telephone by following the proxy materials and usinginstructions provided on the enclosedBLUE proxy card.card,BLUE voting instruction form, or notice.

We appreciate your continued confidence in our Company and look forward to seeing you at The Procter & Gamble General Offices[_____] on October 11.[DATE], 2017.

REVIEW THE PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:
		VIA THE INTERNET Visitwww.proxyvote.com. the website provided on yourBLUEproxy card,BLUE voting instruction form, or notice.				BY MAIL Sign, date, and return yourthe enclosedBLUE proxy card orBLUE voting instruction form.
		BY TELEPHONE Call the telephone number on your BLUEproxy card,BLUE voting instruction form, or notice.				IN PERSON Attend the annual meeting in Cincinnati. Seepages 66-67 for additional details on how to preregister.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on October 11, 2016: This Notice of Annual Meeting, andthe Proxy Statement, and the 20162017 Annual Report are available at www.pginvestor.com. If you have any questions, please contact D.F. King & Co., Inc. or Mackenzie Partners, Inc., our proxy solicitors assisting us in connection with the annual meeting, by calling toll free(877) 361-7966 or (800) 322-2885 or emailingwww.proxyvote.com.p&g@dfking.com orP&G@mackenziepartners.com.

Voting Matters and Board Recommendations

Our Board of Directors

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Our Director Nominees

You are being asked to vote on the election of these 10 Directors.the 11 Director nominees listed below. Additional information about each Director’sDirector nominee’s background and experience can be found beginning on page 4.8.

YOUR VOTE IS EXTREMELY IMPORTANT. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF THESE 11 DIRECTOR NOMINEES. THE BOARD OF DIRECTORS DOESNOT ENDORSE ANY TRIAN NOMINEES AND URGES YOUNOT TO SIGN OR RETURN THE WHITE PROXY CARD SENT TO YOU BY TRIAN.

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¹ The STAR Bonus is considered a cash program. However, participants may elect to receive their bonus in stock options or deferred compensation instead of cash.

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Commonly Used Terms in This Proxy Statement

In connection with the Company’s 2017 annual meeting of shareholders, which will take place on [DATE], 2017, the Board of Directors has provided these materials to you, either over the Internet or via mail. The Notice will be mailed to certain Company shareholders beginning [DATE], 2017, and our proxy materials will be posted on the website referenced in the Notice on that same date. The Company, on behalf of its Board, is soliciting your proxy to vote your shares at the 2017 annual meeting of shareholders. We solicit proxies to give shareholders of record an opportunity to vote on matters that will be presented at the annual meeting.

You can vote if, as of the close of business on [DATE], 2017, you were a shareholder of record of the Company’s:

Each share of Company stock gets one vote. On [DATE], 2017, there were issued and outstanding:

Most shareholders can vote by proxy in three ways:

If you vote by telephone, via the Internet, or by signing, dating, and returning theBLUE proxy card, your shares will be voted at the annual meeting as you direct. If you sign yourBLUE proxy card but do not specify how you want your shares to be voted, they will be voted as the Board recommends.

If you are a participant in The Procter & Gamble Direct Stock Purchase Plan and/or The Procter & Gamble International Stock Ownership Program, you can vote the shares of common stock held for your account through any of the proxy voting options set forth above.

For participants in The Procter & Gamble Profit Sharing Trust and Employee Stock Ownership Plan, The Procter & Gamble Savings Plan, The Gillette Company Employee Stock Ownership Plan, The Procter & Gamble Commercial Company Employees’ Savings Plan and/or The Profit Sharing Plan of The Procter & Gamble Commercial Company (the “Plans”):

If you are a participant in the Plans, you can instruct the respective plan fuduciaries how to vote the shares of stock that are allocated to your account. If you do not vote your shares, the plan fuduciaries will vote them in proportion to those shares for which they have received voting instructions. Likewise, the plan fuduciaries will vote shares held by the trust that have not been allocated to any account in the same manner.

Trian has notified the Company that it intends to propose an alternative Director nominee for election at the annual meeting in opposition to the nominees recommended by your Board. The Company has provided you with the enclosedBLUE proxy card. Trian may send you a white proxy card.

Your Board of Directors unanimously recommends using the enclosed BLUE proxy card to vote FOR each of the Board’s nominees for Directors. Our Board of Directors recommends that you simply DISREGARD the white proxy card.

Yes. You can change or revoke yourproxy at any time before it is exercised at the annual meeting by Internet, telephone, or mail or by attending the annual meeting and voting in person.

If you have previously signed a white proxy card sent to you by Trian, you may change your vote and revoke your prior proxy by signing and dating the enclosedBLUE proxy card and returning it in the postage-paid envelope provided or by voting via the Internet or by telephone by following the instructions on the enclosedBLUE proxy card.

Submitting a white Trian proxy card – even if you withhold your vote on the Trian nominee – will revoke any vote you previously made via our BLUE proxy card. If you wish to vote pursuant to the recommendation of the Board, you should disregard any proxy card that you receive that is not a BLUE proxy card and not return any white proxy card that you may receive from Trian.

Yes. However, we encourage you to vote your proxy by Internet, telephone, or mail prior to the meeting, even if you plan to attend in person.

Election of Directors—If Trian proceeds with its alternative nomination, the number of Director nominees will be 12, which exceeds the number of Directors to be elected. As provided in the Company’s Amended Articles of Incorporation, in such a situation, the 11 nominees who receive the greatest number of votes cast will be elected. Abstentions and broker non-votes will have no effect.

Proposals 2 through 7 require the affirmative vote of a majority of shares participating in the voting on each proposal for approval. Abstentions and broker non-votes will not be counted as participating in the voting and will therefore have no effect.

Proposal 8 requires the affirmative vote of a majority of the outstanding shares entitled to vote on this proposal at the 2017 Annual Meeting. Abstentions and broker non-votes will have the effect as a vote “AGAINST” proposal 8.

Additionally, if you hold your Company shares through a bank, broker, or other intermediary, the intermediary will not be able to vote your shares. Given the contested nature of the election of Directors, the New York Stock Exchange’s (“NYSE”) rules governing broker’s discretionary authority do not permit brokers to exercise discretionary authority regarding any of the proposals to be voted on at the annual meeting, including the Election of Directors.

The Company will bear the cost of the solicitation of proxies by the Company. The Company’s Directors and certain of the Company’s regular officers and employees in the ordinary course of their employment may solicit proxies

by mail, Internet, telephone, facsimile, personal contact, email, or other online methods. We will reimburse their expenses for doing this. We will also reimburse brokers, fiduciaries, advertisements, and custodians for their costs in forwarding proxy materials to beneficial owners of Company stock. Other proxy solicitation expenses that we will pay include those for preparing, mailing, returning, and tabulating the proxies.

As a result of the potential proxy solicitation by Trian, we will incur additional costs in connection with our solicitation of proxies. We have hired D.F. King & Co., Inc. and Mackenzie Partners, Inc., proxy solicitation firms, to assist us in soliciting proxies for a fee of $[_____]. D.F. King and Mackenzie expect that approximately 450 of their employees will assist in the solicitation. The total amount to be spent for the Company’s solicitation of proxies from shareholders for the annual meeting is estimated to be approximately $[_____] million, approximately $[_____] million of which has been incurred to date.

You are the “shareholder of record” for any P&G shares that you own directly in your name in an account with P&G’s stock transfer agent, Wells Fargo Shareowner Services.

You are a “beneficial shareholder” of shares held in street name if your P&G shares are held in an account with a broker, bank, or other nominee as custodian on your behalf. The broker, bank, or other nominee is considered the shareholder of record of these shares. As the beneficial owner, you have the right to instruct the broker, bank, or other nominee on how to vote your P&G shares.

If your shares are held by a bank, broker, or other holders of record, you will receive voting instructions from the holder of record. You must follow these instructions in order for your shares to be voted. Your broker is required to vote your shares in accordance with your instructions.Given the contested nature of the election of Directors, if you do not give instructions to your broker, your broker will not be able to vote your shares. It is important to instruct your broker how to vote your shares by following their voting instructions.

If you plan to attend the meeting, you must be a shareholder of The Procter & Gamble Company as of [DATE], 2017, the record date. We will request to see your photo identification at the entrance to the meeting. We will then determine if you owned common stock on the record date. You must bring the following evidence that you are a shareholder of record:

If you are not able to attend the meeting in person, you may join a live audiocast of the meeting on the Internet by visitingwww.pginvestor.com at [TIME] Eastern Daylight Time on [DATE], 2017.

[DATE], 2017 is the record date for the meeting. This means that owners of Procter & Gamble stock at the close of business on that date are entitled to:

On [DATE], 2017, we will begin mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to certain shareholders of record as of [DATE], 2017, and we will post our proxy materials on the website referenced in the Notice. We may also mail proxy materials to shareholders of record. As more fully described in the Notice, shareholders may choose to access our proxy materials atwww.pginvestor.com or may request a printed set of our proxy materials. In addition, the Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

Shareholders of record who have the same address and last name may receive a single copy of the proxy materials for all shareholders having that address. This procedure reduces our printing costs and postage fees. Each shareholder will have a unique control number needed to vote his or her shares. If you prefer to receive a separate copy of the proxy materials, please call us toll-free at (800) 742-6253 in the U.S., or inform us in writing at: The Procter & Gamble Company Shareholder Services, c/o Wells Fargo Shareowner Services, P.O. Box 64874, St. Paul, MN 55164-0874, or by email atwww.pgshareholder.com; click Contact Us under the Email section. We will promptly deliver a separate copy of the proxy materials in response to any such request. If, in the future, you do not wish to participate in householding, you should contact us at the above phone number, address or email.

Beneficial shareholders can request information about householding from their banks, brokers, or other holders of record.

If you have any questions, please contact D.F. King & Co., Inc. or Mackenzie Partners, Inc., our proxy solicitors assisting us in connection with the annual meeting, by calling toll free (877) 361-7966 or (800) 322-2885 or emailing p&g@dfking.com or P&G@mackenziepartners.com.

Background of the Solicitation

On February 14, 2017, CNBC reported that, according to unnamed sources, Trian had taken a substantial position in the Company, estimated to be around $3.5 billion.

On February 14, 2017, Trian filed a Schedule 13F with the SEC disclosing beneficial ownership of 6,416,284 shares of the Company’s outstanding common stock by certain Trian funds. As of its most recent 13F filing on May 12, 2017, Trian disclosed beneficial ownership of 36,718,855 shares of the Company’s outstanding common stock.

On February 16, 2017, Nelson Peltz, Chief Executive Officer and Founding Partner of Trian, contacted the Company’s Investor Relations department, requesting to speak with Mr. Taylor. Mr. Taylor returned the call, and Mr. Peltz informed Mr. Taylor that Trian had taken a large investment stake in the Company. Mr. Peltz said that he would like the dialogue to be constructive and that he would like to set up a meeting to discuss his thoughts and ideas about the Company. Mr. Taylor agreed to do so, and the parties subsequently scheduled a meeting for March 7.

On February 27, 2017, pursuant to applicable U.S. antitrust laws, Trian provided a letter to the Company stating its intention to file notifications under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), to enable certain investment funds affiliated with Trian to acquire voting securities of the Company. On March 16, 2017, the Federal Trade Commission granted early termination of the waiting periods applicable under the HSR Act with respect to those notifications.

On March 7, 2017, Messrs. Taylor and Moeller met with Mr. Peltz and Ed Garden, Founding Partner and Chief Investment Officer of Trian. At this meeting, Messrs. Peltz and Garden provided a brief overview of their firm. Messrs. Peltz and Garden said that Trian had done an analysis of the Company and was of the belief that the Company had opportunities to improve its performance and earnings. Mr. Peltz suggested that Trian could help the Company drive these results and that he would like a Board seat, saying that he could be far more helpful working from the inside. The parties discussed some of Trian’s suggestions,¹ and Mr. Taylor also committed to confer with the Company’s Directors and to get back to Mr. Peltz regarding his Board seat request and potential next steps in the parties’ engagement.

Between March 7 and March 17, Mr. Taylor had conversations with several members of the Company’s Board regarding the meeting with Mr. Peltz and his request for a Board seat.

On March 17, 2017, Messrs. Peltz and Garden called Mr. Taylor. Mr. Peltz reiterated his request for a seat on the Company’s Board of Directors, emphasizing that he only wanted one seat and that he wanted it for himself. Mr. Taylor told Mr. Peltz that the Board did not think adding Mr. Peltz to the Board was appropriate at this time, and that he would prefer to continue with a constructive engagement. The parties agreed to meet again in person and scheduled a meeting for April 24.

On April 11, 2017, the Board of Directors held its regularly scheduled April meeting at the Company’s headquarters. During the meeting, the Board appointed Amy L. Chang to the Board, effective June 1, 2017. The Board also discussed the engagement with Trian and Mr. Peltz’s request for a Board seat for himself.

On April 12, 2017, the Company announced the appointment of Amy L. Chang to the Company’s Board, effective June 1, 2017. On the same day, Mr. Taylor had a phone call with Mr. Peltz. Mr. Taylor informed Mr. Peltz that the Company had been engaged in a search for a new Director for the past six months, and that the Board believed Ms. Chang’s extensive digital experience would be a great addition to the skillset of the Company’s Board. Mr. Peltz was very supportive of the appointment of Ms. Chang to the Board. Mr. Taylor also invited Mr. Peltz to attend the Company’s upcoming Global Leadership Council (GLC) meeting on May 4, which would include the Company’s top 30 executives, and share his views about the Company. Mr. Peltz agreed this would be a good idea and noted that the invitation reflected P&G’s willingness to listen. Messrs. Taylor and Peltz also reconfirmed their plan to meet on April 24.

¹ In this conversation, as well as all others between representatives of the Company and Trian, the parties discussed material Company results or strategic plans only to the extent that they were publicly available.

On April 24, 2017, Messrs. Taylor and Moeller met with Messrs. Peltz and Garden, and Josh Frank, Senior Analyst and Partner at Trian. Mr. Peltz stated that he did not want to talk about the Company’s product portfolio, capital structure, or about changing management. Mr. Peltz said that the Company was moving in the right direction, but that it needed to move faster, and that management needed to make more significant cost cuts and organizational changes. The group discussed a number of ideas about the Company’s cost structure, and Mr. Peltz reiterated that he believed he could be a very helpful addition to the Company’s Board. The group also confirmed Mr. Peltz’s attendance at the upcoming GLC meeting.

On May 4, 2017, Messrs. Peltz and Frank came to the Company’s GLC meeting, where Mr. Peltz spoke to the GLC for approximately an hour. The format for the presentation was an interview with Mr. Peltz, moderated by Mr. Taylor. Mr. Peltz outlined for the GLC the same perspective on the Company that he had provided to Messrs. Taylor and Moeller in the April 24, 2017 meeting.

On May 8, 2017, Messrs. Peltz and Taylor had a phone call, during which Mr. Peltz continued to ask for a seat on the Company’s Board, stating he believed he could be more helpful as an insider, with access to more detailed information. Mr. Peltz also indicated that he would like to meet with the other members of the Company’s Board to discuss the potential appointment. Mr. Taylor agreed to schedule a meeting that would include W. James McNerney, Jr., the Company’s Lead Independent Director.

On May 18, 2017, Messrs. Taylor and McNerney met with Mr. Peltz. Mr. Peltz reiterated that he wanted to maintain a constructive relationship and restated the reasons why he believed he should be added to the Company’s Board. Mr. Peltz stated that he did not want to break up the Company and that the Company is generally on the right track, but needs to move faster in terms of making organizational changes and increasing productivity savings. Mr. McNerney told Mr. Peltz that the Company had a plan, that the Board fully supported that plan, and they wanted to give management the opportunity to execute it. Mr. McNerney also stated that if, by next year, the current plan was not producing satisfactory results, the Company and the Board would certainly consider whether any changes were appropriate. Mr. McNerney told Mr. Peltz that, while the Company wanted to continue to engage cooperatively with Trian, the Board had discussed Mr. Peltz’s request and did not believe that a Board seat was appropriate at this time. Mr. Peltz said that the Company would receive a Notice of Nomination from Trian, as Mr. Peltz needed to preserve all his options for now. Messrs. Taylor and McNerney informed Mr. Peltz that it would be difficult to continue with constructive engagement in the event of a potential proxy contest. Mr. Peltz told Messrs. McNerney and Taylor that he had to have something for his investors. The parties discussed alternatives for avoiding a proxy contest, but made no agreements. Messrs Taylor and McNerney were not willing to make any public commitments to add Mr. Peltz to the Company’s Board contingent on whether the Company met certain performance or operating metrics over the next 12 months. While no agreement was reached during the meeting, the parties agreed to continue to consider alternatives.

On May 18, 2017, Trian also delivered a notice of its intent to nominate Mr. Peltz to stand for election to the Board of Directors of the Company at the Annual Meeting and stating that Trian would solicit proxies in support of such election.

On May 22, 2017, as a possible alternative to a proxy contest, Mr. Taylor sent Mr. Peltz an email that included a potential press release that the Company could issue, which would describe the Company’s engagement with Trian.

On May 24, 2017, Mr. Peltz sent Mr. Taylor an email saying that he appreciated the spirit of Mr. Taylor’s proposal, and his initial reaction was to ask the Company to include specific performance and operating commitments in the public statement, with an additional commitment to appoint Mr. Peltz to the Company’s Board if those performance and operating commitments were not met within the next 12 months. Mr. Peltz also stated in his email that he understood why an agreement subject to an arbitrary one-year period would be difficult for Mr. Taylor and the Board. In Mr. Peltz’s email correspondence, he indicated he was more focused on the Company’s long-term performance rather than the next twelve months. Mr. Peltz further noted in the email that if Trian and the Company could not reach agreement, he would take his Board candidacy to shareholders at this year’s Annual Meeting.

On May 25, 2017, Mr. Taylor responded to Mr. Peltz’s message, saying that he had hoped for a more constructive response, and that, as acknowledged by Mr. Peltz, a one-year performance period was arbitrary. Mr. Taylor also stated that if the parties were engaged in a proxy contest, it would be difficult to continue engaging constructively as they had been doing to date. Mr. Taylor offered to discuss the proposed press release further. Mr. Peltz sent a reply email later that day, saying that he understood that an agreement subject to a one-year performance period could be difficult for Mr. Taylor and the Board and that he did not want the Company to make any commitments that could detract from its long-term performance. Mr. Peltz said that he hoped to continue their discussions and avoid a proxy contest, and suggested that he and Mr. Taylor meet in person.

On June 1, 2017, Mr. Taylor and Mr. Peltz met for dinner. Mr. Peltz reiterated his view that it was critical for him to be on the Board in order to be the most helpful. Mr. Taylor informed Mr. Peltz that this was a decision for the entire Board of Directors. Mr. Peltz requested to meet with the Company’s Directors to discuss, and Mr. Taylor said he would discuss the matter with the Board and provide a response.

On June 14, 2017, Mr. Taylor called Mr. Peltz and offered to set up a meeting that would include three other members of the Board – Mr. McNerney, Angela Braly, and Kenneth Chenault. The parties agreed on a July 11 meeting date.

On June 16, 2017, CNBC and other news outlets reported that, according to unnamed sources, Trian had submitted a Director nomination to the Company.

On June 19, 2017, Mr. Peltz tried to call Mr. Taylor, and Mr. Taylor returned the call. Mr. Peltz said that he wanted Mr. Taylor to know that Trian was not the source of the June 16 news stories. Mr. Peltz also indicated that, while he was disappointed there would only be three independent Directors in the July 11 meeting, he still hoped the parties could avoid a proxy contest. He said that it would be about a month before he would need to go public with the contest and suggested that he and Mr. Taylor meet for dinner again.

Between June 19, 2017 and July 11, 2017, Mr. Taylor and Mr. Peltz had some conversations to agree on the expectations and attendees for the July 11 meeting.

On July 11, 2017, Messrs. Taylor, McNerney, and Chenault met with Messrs. Peltz and Frank, with Ms. Braly joining the meeting by phone. Mr. Peltz reiterated his perspective previously shared with Messrs. Taylor and Moeller regarding the need for the Company to make more significant organizational changes and increase productivity savings, in each case at a faster pace. He also restated his request for a Board seat, based on the premise that he could be more helpful and constructive working from the inside. The Company’s representatives listened to Mr. Peltz’s ideas, but did not agree to give him a Board seat. Mr. Peltz stated that if he were not given a Board seat, he may opt to proceed with a proxy contest.

On July 17, 2017, Trian publicly filed its preliminary proxy statement with regard to its nominees and proposals and the Company publicly filed its preliminary proxy statement with regard to its nominees and proposals.

Later in the day on July 17, 2017, Mr. Peltz and Mr. Taylor spoke by telephone after Mr. Peltz’s interview with CNBC. Mr. Peltz re-expressed his support for Mr. Taylor, and that he hoped that came across. Mr. Peltz told Mr. Taylor that he should put Mr. Peltz on the Board and avoid a proxy contest. Mr. Taylor told Mr. Peltz that, while he appreciated that he was respectful in his interview, Mr. Taylor thought that several things that Mr. Peltz said about the Company in his interview were incorrect. Mr. Taylor also stated that the Board continued to believe that adding Mr. Peltz to the Board was not the right choice.

On July 20, 2017, Mr. Peltz called Mr. McNerney indicating that he was in Chicago and that he would like to meet with Mr. McNerney that day if he was available, to which Mr. McNerney responded that he was not. Mr. Peltz suggested, and Mr. McNerney agreed, that the two individuals should strive to maintain an open dialogue over the coming months. Mr. Peltz said he would contact Mr. McNerney when Mr. Peltz returned from travel and try to schedule a meeting.

Our Board of Directors has general oversight responsibility for the Company’s affairs pursuant to Ohio’s General Corporation Law and the Company’s Amended Articles of Incorporation, the Code of Regulations, and the By-Laws of the Board of Directors. In exercising its fiduciary duties, the Board represents and acts on behalf of the Company’s shareholders and is committed to strong corporate governance, as reflected through its policies and practices. The Board is deeply involved in the Company’s strategic planning process, leadership development, succession planning, and oversight of risk management.

Our Board of Directors nominated the 1011 Directors listed on pages 412 to 715 for election at the 20162017 annual meeting. Each of the Director nominees currently serves on the Board and was elected for a one-year term at the 20152016 annual meeting.meeting, with the exception of Amy L. Chang, who was appointed to the Board effective June 2017. The current terms of all nominees for Director will expire at the 20162017 annual meeting, and the Board has nominated each of these individuals for a new one-year term that will expire at the 20172018 annual meeting. Susan Desmond-Hellmann, who currently serves on the Board, has chosen not to stand for re-election, but will complete her current term.

Each of the Director nominees identified in this proxy statement has consented to being named as a nominee in our proxy materials and has accepted the nomination and agreed to serve as a Director if elected by the Company’s shareholders. If any nominee becomes unable or unwilling to serve between the date of the proxy statement and the annual meeting, the Board may designate a new nominee, and the persons named as proxies will vote on that substitute nominee.

Our Board of Directors unanimously recommends using the enclosed BLUE proxy card to vote FOR each of the Board’s 11 Director nominees.Trian notified the Company that it intends to nominate a nominee for election as a Director at the annual meeting. As a result, if Trian proceeds with its alternative nomination, the number of Director nominees will exceed the number of Directors to be elected, and the 11 nominees who receive the greatest number of votes cast will be elected.

Our Board of Directors recommends that you simply DISREGARD any proxy card that may be sent to you by Trian and only vote using the enclosed BLUE proxy card. Voting AGAINST Trian’s nominee on its proxy card isNOT the same as voting FOR our Board’s Director nominees because a vote against Trian’s nominee on its proxy card will revoke any previous proxy submitted by you, including any vote you may have made for our Board’s nominees. If you have already voted using the white proxy card sent to you by Trian, you may change it by voting in favor of our Board’s Director nominees using the enclosed BLUE proxy card or by voting via Internet or by telephone by following the instructions provided on the enclosed BLUE proxy card. Only the latest validly executed proxy that you submit will be counted. If you have any questions, please contact D.F. King & Co., Inc. or Mackenzie Partners, Inc., our proxy solicitors assisting us in connection with the annual meeting, by calling toll free (877) 361-7966 or (800) 322-2885 or emailing p&g@dfking.com or P&G@mackenziepartners.com.

Director Skills, Qualifications, and Diversity

Procter & Gamble is a global consumer products company, serving consumers around the world with sales in more than 180 countries and territories. A company of our size must have strong governance, as well as leadership with an understanding ofleaders who understand our diverse consumers and global needs. The current composition of the Board reflects an appropriate mix of skill sets, experience, and qualifications that are relevant to the business and governance of the Company. Each individual Director epitomizes the Company’s Purpose, Values and Principles, possesses the highest ethics and integrity, and demonstrates commitment to representing the long-term interests of the Company’s shareholders. Each Director also has individual experiences that provide practical wisdom and foster mature judgment in the boardroom. Collectively, the Directors bring business, international, government, technology, marketing, retail consumer products, and other experiences that are relevantpertinent to the Company’s global operations. The chart on the following page provides additional detail regarding some of the key experiences and skills of our Director nominees. Skills and experiences are one aspect of diversity highly valued by the Board. In fact, this desired combination of skills and diversity is reflected in ourOur Corporate Governance Guidelines (“Governance Guidelines”), which set forth the minimum qualifications for Board members and specify that the Board “seeks to achieve a mix of Board members that represents a diversity of background and experience, including with respect to age, gender, international background, race and specialized experience.”

Although the Board does not establish specific goals with respect to diversity, the Board’s overall diversity is a significant consideration in the Director nomination process. The Governance & Public Responsibility (“G&PR”) Committee reviews the Director nominees (including any shareholder nominees) and ascertains whether, as a whole, the group meets the Governance Guidelines in this regard. For this year’s election, the Board has nominated 1011 individuals who bring tremendousvaluable diversity to the Board. Their collective experience covers a wide range of countries, geographies, and industries. These 1011 Director nominees range in age from 5540 to 67, and three68. Four of these 1011 Directors, or 30%36% of our current Board, are women; one is African-American; and one is Mexican.three are ethnically diverse.

The Board also believes that tenure diversity should be considered in order to achieve an appropriate balance between the detailed Company knowledge and wisdom that comes with many years of service and the fresh perspective of newer Board members. Our current Board has an averagea good balance of experienced and new Directors, with tenure of the current Directors averaging 8 years.

The Board of Directors recommends a vote FOR each of the following Director nominees to hold office until the 20172018 annual meeting of shareholders and until their successors are elected.

In addition to the information above, Exhibit C sets forth information relating to our Directors, nominees for Directors, and certain of our officers and employees who may be considered “participants” in our solicitation under the applicable Securities and Exchange Commission’s (“SEC”) rules by reason of their position as Directors of the Company or as nominees for Directors or because they may be soliciting proxies on our behalf.

The Board’s Leadership Structure

The Board regularly considers the appropriate leadership structure for the Company and has concluded that the Company and its shareholders are best served by the Board retaining discretion to determine whether the same individual should serve as both Chief Executive Officer (“CEO”) and Chairman of the Board, or whether the roles should be separated. This approach allows the Board to utilize its considerable experience and knowledge to elect the most qualified Director as Chairman of the Board, while maintaining the ability to separate the Chairman of the Board and CEO roles when necessary. Accordingly, at some points in the Company’s history, the CEO and Chairman of the Board roles were held by the same person. At other times, the roles were held by different individuals. The Board believes that it is important to retain the flexibility to make this determination at any given point in time based on what it believes will provide the best leadership structure for the Company and best serve the interests of the Company’s shareholders.

In connection with noticeDuring the Board’s annual evaluation of Mr. Lafley’s retirement as Executive Chairman of the Board in June, the Board re-evaluated its leadership structure. Uponstructure, and upon recommendation of the G&PR Committee, the non-employee Directors of the Board concluded that the current leadership structure continues to be the right leadership structure for the Company at this time and that it would beis in the best interestsinterest of the Company and its shareholders to recombinemaintain the roles of Chairman of the Board and CEO, with Mr. Taylor, who currently serves as CEO, becoming Chairman of the Board and serving in this dual capacity. This action is consistent with the Company’s past practice of combining the CEO and Chairman roles after an appropriate transition period for an incoming CEO. When Mr. Taylor was elected President and CEO in November 2015, the Board opted to split thecombined Chairman and CEO roles in order to provide continuity in leadership and strategic oversight and appointedrole currently held by Mr. Lafley, who was very experienced, as Executive Chairman, and Mr. Taylor as incoming President and CEO. Throughout the year, Mr. Taylor and Mr. Lafley worked collaboratively to provide Company and Board leadership during a period of major strategic transformation for the Company. As a result, theTaylor. The Board believes that Mr. Taylor a strong leader, is now well-poised to serve in a combinedhas served the Company well as Chairman and CEO, role, and that this combined structure will provideprovides unified leadership and focus on the Company’s strategy, business plans, and productivity efforts. The Board also recognizedrecognizes that the combined Chairman and CEO role has worked well in the past and that introduction of a new third person in thesplit leadership structure would not be in the best interests of the Company at this time.

When the Board determines that the same individual should hold the positions of CEO and Chairman of the Board, or whenif the Chairman of the Board is not independent, the independent Directors of the Board elect a Lead Director from among the independent Directors, for an annual term. The Lead Director role is a significant one, with responsibilities consistent with accepted best practices, including:

Mr. McNerney serves as the Board’s current Lead Director and has been re-elected annually re-elected to that role since August 14, 2007. Mr. McNerney has helped to lead the Board through executive leadership transitions, and currently as the Company undergoes a major strategic transformation. Mr. McNerney is a strong, independent Lead Director, who fulfilled each of thesethe above duties during the past year. He has helped lead the Board through executive leadership transitions and the Company’s recent major strategic transformation. As the former CEO and Chairman of the Board of The Boeing Company, and former CEO of 3M Company, he brings a wealth of diverse experiences and outside perspective to his Lead Director role, which allows him to serve as Lead Director. a trusted advisor to Mr. Taylor and ensure efficient and effective Board engagement.

In FY 2015-16,2016-17, the independentnon-employee Directors, led by Mr. McNerney, met 6 times in regularly scheduled executive sessions without Messrs. Lafley(without the presence of Mr. Taylor or other employees of the Company) to discuss various matters related to the oversight of the Company, the management of Board affairs, succession planning for the Company’s top management, and Taylor present. Afterthe CEO’s performance. Mr. McNerney fosters an open and constructive dialogue among the independent Directors, and after each executive session, Messrs. Lafley andMr. McNerney advised Mr. Taylor were advised on the Board’sindependent Directors’ discussions, including performance feedback.feedback, and followed up on meeting outcomes and deliverables.

In June 2016,2017, in conjunction with the Board’s decision to recombinemaintain the combined Chairman and CEO roles, it considered Mr. McNerney’s strong and consistent independent leadershiprole, as another reason supporting its decision, andrecommended by the G&PR Committee, the non-employee Directors reappointed Mr. McNerney to serve as Lead Director for FY 2016-17.2017-18. The Board is confident that Mr. Taylor, as Chairman and CEO, and Mr. McNerney, as Lead Director, will continue to work well together, and that the appropriate balance of power will be maintained. The Board will continue to periodically evaluate the Company’s leadership structure.

Director Independence

The Board has determined that all of the Company’s Directors, with the exception of Mr. Taylor, are independent under the New York Stock Exchange (“NYSE”)NYSE’s listing standards and the Independence Guidelines. All members of the Board’s Audit, Compensation & Leadership Development, Governance & Public Responsibility, and Innovation & Technology Committees are independent under the NYSE listing standards and Independence Guidelines, and all members of the Audit Committee are also compliant with the Securities and Exchange Commission’s (“SEC”)SEC enhanced independence requirement for audit committee members. The Board of Directors has determined that Ms. Woertz and Mr. Chenault meet the criteria for “Audit Committee Financial Expert” as defined by SEC rules. The Board of Directors has also determined that all Audit Committee members are financially literate.

In making these independence determinations, the Board applied the NYSE listing standards and the categorical independence standards contained in the Board of Directors’ Guidelines for Determining the Independence of its Members (the “Independence Guidelines”). Under the Independence Guidelines, certain relationships were considered immaterial and, therefore, were not considered by the Board in determining independence, but were reported to the Chair of the G&PR Committee. Applying the NYSE listing standards and the Independence Guidelines, the Board determined that there are no transactions, relationships, or arrangements that would impair the independence or judgment of any of the Directors deemed independent by the Board.

Mr. Taylor is Chairman of the Board, President and CEO of the Company. As an employee of the Company, he cannot be deemed independent under the NYSE listing standards or the Independence Guidelines.

Board Meetings and Committees of the Board

Our Directors are active and engaged. Board agendas are set in advance by the Chairman of the Board and Lead Director to ensure that appropriate subjects are covered and that there is sufficient time for discussion. Committee Chairs also work closely with management to set agendas for Committee meetings to ensure that relevant subjects are reviewed by the Committees. Directors are provided with comprehensive materials in advance of Board and Committee meetings and are expected to review these materials before each meeting to ensure that time in Board and Committee meetings is focused on active discussions versus lengthy presentations. During the fiscal year ended June 30, 2017, the Board held 7 meetings, and the Committees of the Board collectively held 20 meetings, for a total of 27 meetings. Average attendance at these meetings by Directors during the past year was 95%, and all Directors attended greater than 75% of the meetings of the Board and the Committees on which they serve. The Board expects all Directors to attend the annual meeting of shareholders; all Directors, with the exception of Amy Chang, who joined the Board in June 2017, attended the October 11, 2016 annual meeting.

To assist the Board in discharging its duties and to facilitate deeper penetration into certain key areas of oversight, the Board has established four standing committees. Each committee is fully independent under the NYSE

listing standards and the Independence Guidelines, which can be found atwww.pginvestor.comwww.pg.com.

The charter for each of these committees can be found in the corporate governance section of the Company’s website atwww.pginvestor.comwww.pg.com.

Audit Committee

TheAudit Committee has the responsibilities set forth in its charter with respect to:

At each meeting, representatives of Deloitte & Touche LLP, the Company’s independent registered public accounting firm, and financial management were present to review accounting, control, auditing, and financial reporting matters. During certain of these meetings, the Audit Committee also held private sessions with the Company’s CFO, Chief Legal Officer, Chief Ethics & Compliance Officer, chief audit executive, and representatives of Deloitte & Touche LLP.

Compensation & Leadership Development Committee

TheC&LD Committee has a charter, under which:

The CEO makes recommendations to the C&LD Committee regarding the compensation elements of the principal officers (other than his own compensation) based on Company performance, individual performance, and

input from Company management and the Committee’s independent compensation consultant. All final decisions regarding compensation for principal officers are made by the C&LD Committee, and the C&LD Committee makes a recommendation to the Board regarding the shareholder votes related to executive compensation. For more details regarding principal officer compensation or the C&LD Committee’s process for making decisions regarding the compensation of principal officers, please see the Compensation Discussion & Analysis section found beginning on page 27 of this proxy statement. The C&LD Committee retains an independent compensation consultant, hired directly by the Committee, to advise it regarding executive compensation matters.

Governance & Public Responsibility Committee

TheG&PR Committee has governance responsibilities set forth in its charter with respect to:

TheG&PR Committee also covers public responsibility topics, including:

Innovation & Technology Committee

TheI&T Committee has the responsibilities set forth in its charter with respect to reviewing and making recommendations to the Board on major strategies for technical and commercial innovation to increase shareholder value and other subjects relating to:

The I&T Committee reviews annually:

The Board’s Oversight of Risk

The Company’s senior management has the responsibility to develop and implement the Company’s strategic plans, and to identify, evaluate, manage, and mitigate the risks inherent in those plans. It is the responsibility of the Board to understand and oversee the Company’s strategic plans, the associated risks, and the steps that senior management is taking to manage and mitigate those risks. The Board takes an active approach to its role in overseeing the development and execution of the Company’s business strategies as well as its risk oversight role. This approach is bolstered by the Board’s leadership and committee structure, which ensures proper consideration and evaluation of potential enterprise risks by the full Board under the auspices of the Chairman of the Board and Lead Director, and further consideration and evaluation of certain risks at the committee level.

As part of its strategic risk management oversight, the full Board conducts a number of reviews throughout the year to ensure that the Company’s strategy and risk management is appropriate and prudent, including:

In addition, the Board has delegated certain risk management oversight responsibilities to specific Board committees, each of which reports regularly to the full Board. In performing these oversight responsibilities, each committee has full access to management, as well as the ability to engage independent advisors.

Compensation-Related Risk

In addition to the efforts of the Board and Board Committees to manage risk oversight, the Board’s C&LD Committee annually reviews our compensation policies and practices. The Board’s C&LD Committee employs an independent compensation consultant, Frederic W. Cook & Co., Inc., who does not work for management and, among other tasks, reviews and reports on all of the Company’s executive compensation programs, including the potential risks and other impacts of incentives created by the programs. For more details on the arrangement with Frederic W. Cook & Co., Inc., please see the section entitled “Engagement of Independent Adviser” found on page 3337 of this proxy statement.

The independent compensation consultant’s review included an analysis of the Company’s short-, medium-, and long-term compensation programs covering key program details, performance factors for each program, target award ranges, maximum funding levels, and plan administrative oversight and control requirements. Key program elements assessed relating to potential compensation risks were pay mix, performance metrics, performance goals and payout curves, payment timing and adjustments, severance packages, equity incentives, stock ownership requirements, prohibitions on hedging and pledging, and trading policies. Simultaneously, membersMembers of management also performed a similar review of the Company’s other compensation programs.programs including maximum program spending, payment authorizations and confirmation that plans do not encourage excessive risk-taking. The results of the consultant’s analysis of the Company’s executive compensation programs, as well as management’s review of the Company’s other compensation programs, were shared with the C&LD Committee, which concluded that the Company’s compensation policies and practices are not reasonably likely to have a material adverse effect on the Company as a whole.Company.

In reaching its conclusion, the C&LD Committee noted that the Company’s compensation programs include a mix of cash and equity, as well as annual, medium-term, and long-term incentives. This mix of compensation, the

design features of these programs, and the Company’s respective oversight and control requirements mitigate the potential of any individual inclination toward taking unnecessary risks. The C&LD Committee also acknowledged various other features of the Company’s compensation programs, policies, and practices designed to mitigate

unwarranted risk. For example, the Company’s annual cash bonus program, the Short-Term Achievement Reward (“STAR”),STAR, provides the C&LD Committee with discretion to reduce or eliminate any award that would otherwise be payable. In addition, the performance metrics under STAR include both quantitative measures (e.g., top-line growth, bottom-line profits, free cash flow, etc.) and qualitative measures (e.g., relative performance, internal collaboration, strategic strength, innovation, etc.). These non-metric features mitigate the risk of an executive focusing too much on the specific financial metrics under STAR. Moreover, the performance metrics associated with the STAR Company Factor (core earnings per share growth and organic sales growth) are aligned with the Company’s business plans and strategic objectives.

Further, the C&LD Committee recognized that the Company’s longer-term incentives include a balanced portfolio of stock options, restricted stock units, and performance-vested stock (under the Performance Stock Plan)Program, or PSP). These longer-term incentives incorporate a variety of payout horizons that focus executives on long-term performance: 10-year terms with three-year cliff vesting for stock options, five-yearthree-year cliff vesting for restricted stock units, and a three-year performance period for performance-vested stock. The C&LD Committee also noted that the design of the Performance Stock PlanPSP reduces the likelihood that an executive will focus too much on a single performance measure by including four different performance categories with weightings of 20% or 30% each of which is equally weighted:to provide a balanced risk profile. The categories are organic sales growth, constant currency core before-tax operating profit growth, core earnings per share growth, and free cash flow productivity. In addition, actual performance against goals with respect to each of these performance measures will yield a payout from a minimum of 0% to a maximum of 200% of a senior executive’s target incentive opportunity. Using this sliding scale approach, versus an all-or-nothing approach, discourages participants from taking unnecessary risks. Each of the financial measures areis defined and further explained on page 3134 of this proxy statement.

Finally, the C&LD Committee acknowledged that the Company has adoptedestablished a global compensation and benefits policy review board to authorize any new plans and monitor existing plans as well as maintaining several policies intended to mitigate inappropriate risk taking, including stock ownership guidelines for senior executives, a recoupment policy that can be applied in the event of any significant financial restatement, and an insider trading policy that prohibits margin and hedging transactions by senior executives.

Board Engagement and Attendance

Our Directors are active and engaged. Board agendas are set in advance by the Chairman of the Board and Lead Director, to ensure that appropriate subjects are covered and that there is sufficient time for discussion. Directors are provided with comprehensive materials in advance of Board and committee meetings and are expected to review these materials before each meeting, to ensure that time in Board and committee meetings is focused on active discussions versus lengthy presentations. During the fiscal year ended June 30, 2016, the Board held 8 meetings, and the committees of the Board collectively held 25 meetings, for a total of 33 meetings. Average attendance at these meetings by members of the Board during the past year exceeded 96%, and all Directors attended greater than 83% of the meetings of the Board and the committees on which they serve. The Board expects all of its members to attend the annual meeting of shareholders; all Directors, with the exception of Mr. Cook and Ms. Whitman, attended the October 13, 2015 annual meeting.

The non-employee members of the Board met 6 times during FY 2015-16 in executive session (without the presence of Messrs. Lafley or Taylor, or other employees of the Company) to discuss various matters related to the oversight of the Company, the management of Board affairs, succession planning for the Company’s top management, the CEO transition, and the CEO’s performance.

Service on Other Public Boards

The Board believes that service on the boards of other public companies provides valuable governance and leadership experience that ultimately benefits the Company. The Board also recognizes that outside public board service requires a significant commitment of time and attention, and therefore, in accordance with best governance practices, limits Director participation on other public boards. Under the Corporate Governance Guidelines, Directors who are active CEOs of other public companies may sit on no more than two additional outside public boards (including his/her own company board), and other non-employee Directors may sit on no more than three additional

outside public boards. All Directors are in compliance with this policy.boards; any exception must be approved by the Board. This practice helps ensure that our Directors can give appropriate levels of time and attention to the affairs of the Company. In addition, when nominating a Director for service on the Board, the G&PR Committee considers whether the nominee will have adequate time to serve as a Director of the Company. Each Director demonstrates their strong engagement and high attendance and has adequate time to devote to the affairs of the Company.

Code of Ethics

The Company has a code of ethics for its Directors, officers, and employees. The most recent version of this code of ethics is contained in theWorldwide Business Conduct Manual. TheWorldwide Business Conduct Manual is reviewed each year for appropriate updates, and employees, officers, and Directors are asked to annually certify their understanding of, and compliance with, its requirements. Only the Board may grant a waiver of any provision for a Director or executive officer, and any such waiver, or any amendment to the manual, will be promptly disclosed as

required atwww.pg.com. TheWorldwide Business Conduct Manual, which is firmly rooted in the Company’s long-standing Purpose, Values and Principles, is made available to employees in 28 different languages and can be found on the Company’s website atwww.pg.com.

Corporate Citizenship

P&G is committed to being a good corporate citizen and doing the right thing. We are and want to be known as a company that is governed responsibly and behaves ethically, that is open and transparent in its business dealings, that supports good causes and protects the environment, and that provides a work environment where our employees are treated well and are given the opportunity to be all they can be. By growing the Company responsibly, we earn the trust on which our business is based, and we build the relationships on which our future depends.

In 2016, we announced our new Citizenship agenda and published our first Citizenship Report. We focus our Citizenship efforts across a number of areas. We start with Ethics & Corporate Responsibility, which is the foundation for the other four: Community Impact, Diversity & Inclusion, Gender Equality, and Environmental Sustainability. You can find more details about each of these interdependent Citizenship areas in our Citizenship Report, which is available at http://us.pg.com/sustainability/at-a-glance/sustainability-reports.

Review and Approval of Transactions with Related Persons

TheWorldwide Business Conduct Manual requires that all employees and Directors disclose all potential conflicts of interest and promptly take actions to eliminate any such conflict when the Company requests. In addition, the Company has adopted a written Related Person Transaction Policy that prohibits any of the Company’s executive officers, Directors, or any of their immediate family members from entering into a transaction with the Company, except in accordance with the policy.

Under our Related Person Transaction Policy, the Chief Legal Officer is charged with primary responsibility for determining whether, based on the facts and circumstances, a related person has a direct or indirect material interest in a proposed or existing transaction. If the Chief Legal Officer determines that the related person would have a direct or indirect material interest in the transaction, the Chief Legal Officer must present the transaction to the Audit Committee for review or, if impracticable under the circumstances, to the Chair of the Audit Committee, who must then either approve or reject the transaction in accordance with the terms of the policy. In the course of making this

determination, the Audit Committee shall consider all relevant information available and, as appropriate, must take into consideration the following:

The Audit Committee may only approve the transaction if it determines that the transaction is not inconsistent with the best interests of the Company as a whole. Further, in approving any such transaction, the Audit Committee has the authority to impose any terms or conditions it deems appropriate on the Company or the related person. Absent this approval, no such transaction may be entered into by the Company with any related person. The Audit Committee has reviewed and approved the following transactions.

Jon R. Moeller, the Company’s Vice Chairman and Chief Financial Officer (“CFO”), is married to Lisa Sauer, a long-tenured employee of the Company who currently holds the position of Vice President, Product Supply, Global Home Products.

Her total compensation in the last year was approximately $1,137,000,$[_____], consisting of salary, bonus, equity grants, and retirement and health benefits. Her compensation is consistent with the Company’s overall compensation principles based on her years of experience, performance, and position within the Company. Prior to Mr. Moeller becoming CFO, the Audit Committee approved the continued employment of Ms. Sauer with the Company under the Company’s Related Person Transaction Policy, concluding that her continued employment was not inconsistent with the best interests of the Company as a whole.

Deborah P. Majoras, the Company’s Chief Legal Officer and Secretary, is married to John M. Majoras, one of approximately 800950 partners in the law firm of Jones Day. The Company has hired Jones Day, in the ordinary course of business, to perform legal services. The Company’s relationship with Jones Day dates back more than 2530 years and significantly precedes Ms. Majoras joining the Company as Vice President and General Counsel in 2008 from the Federal Trade Commission, where she served as Chairman. Mr. Majoras does not receive any direct compensation from the fees paid to Jones Day by the Company, his ownership in the Jones Day law firm is significantly less than 1%, and the fees paid by the Company to Jones Day in the last fiscal year were less than 1% of their annual revenues. Under the Company’s Related Person Transaction Policy, the Audit Committee reviewed and approved the continued use of Jones Day as a provider of legal services to the Company, but required the Company’s CEO to approve any recommendations by Ms. Majoras to hire Jones Day for a specific legal matter. In doing so, the Committee concluded that the Majorases did not have a direct or indirect material interest in the Company’s hiring of Jones Day and that the relationship is not inconsistent with the best interests of the Company as a whole.

Mark Biegger, the Company’s Chief Human Resources Officer (“CHRO”), has a brother, Brian Biegger, who retired from the Company on December 31, 2015. Brian Biegger began his employment at the Company in 1983, well before Mark Biegger’s appointment as CHRO in 2012. At the time of his retirement, Brian was serving as an Associate Director—eBusiness, and his total compensation from July 1, 2015 through his retirement date on December 31, 2015 was approximately $150,000, consisting of salary, bonus, equity grants, and retirement and health benefits. His compensation was consistent with the Company’s overall compensation principles based on his years of experience, performance, and positions within the Company. The Committee determined that Brian had a direct material interest in his annual compensation but approved this transaction because it was not inconsistent with the best interests of the Company as a whole, and appropriate controls were in place to avoid any potential conflicts of interest.

W. James McNerney, Jr. the Company’s Lead Director, has a brother, Rick McNerney, who iswas employed by Audience Science, Inc. (“ASI”), a digital media company.company, during the fiscal year ended June 30, 2017. During this time, ASI iswas a Company vendor and also hashad a business partnership and development agreement with the Company. ASI’s contract with the Company expired on June 30, 2017. Rick McNerney was hired by ASI as Director of Enterprise Solutions in December 2014, well after the Company’s relationship with ASI was established. In that role, Rick McNerney doesdid not work on P&G business. The Committee determined that Rick, as an employee of ASI, may have an indirect interest in ASI’s relationship with the Company given the size of the Company’s relationship with ASI, but approved the continuation of the Company’s relationship with ASI because it iswas in the best interest of the Company as a whole, and appropriate controls arewere in place to avoid any potential conflicts of interest.

Other than as noted above, there were no transactions, in which the Company or any of its subsidiaries was a participant, the amount involved exceeded $120,000, and any Director, Director nominee, executive officer, or any of

their immediate family members had a direct or indirect material interest reportable under applicable SEC rules or that required approval of the Audit Committee under the Company’s Related Person Transaction Policy, nor are there any currently proposed.

Compensation Committee Interlocks and Insider Participation

All members of the Compensation & Leadership Development Committee during FY 2015-162016-17 were independent directors and none were employees or former employees of the Company. The Company had a Related Person Transaction in connection with Mr. McNerney, as set forth in the preceding section of this proxy statement. There are no Compensation Committee interlocks between the Company and any other entities in which one of our executive officers served on the compensation committee (or equivalent) or the board of directors of another entity whose executive officer(s) served on our C&LD Committee or Board of Directors.

Communication with Directors and Executive Officers

Shareholders and others who wish to communicate with the Board or any particular Director, including the Lead Director, or with any executive officer of the Company, may do so by email atboardofdirectors.im@pg.com or by writing to the following address:

[Name of Director(s)/Executive Officer or “Board of Directors”]

The Procter & Gamble Company

c/o The Corporate Secretary’s Office

One Procter & Gamble Plaza

Cincinnati, OH 45202-3315

All such correspondence is reviewed by the Corporate Secretary’s office, which logs the material for tracking purposes. The Board has asked the Corporate Secretary’s office to forward to the appropriate Director(s) all correspondence, except for personal grievances, items unrelated to the functions of the Board, business solicitations, advertisements, and materials that are profane.

Director Nominations for Inclusion in the 2017 Proxy Statement

In 2016, our Board amended the Company’s Code of Regulations to permit a shareholder, or a group of up to 20 shareholders, who has owned at least 3% of our outstanding Common Stock for at least 3 years, to nominate and include in our proxy statement candidates for our Board, subject to certain requirements. Each eligible shareholder, or group of shareholders, may nominate candidates for Director, up to a limit of the greater of 2 or 20% of the number of Directors on the Board. Any nominee must meet the qualification standards set forth in the Corporate Governance Guidelines, as described below.

Any such notice and nomination materials must be received at the address below not less than 120 days and not more than 150 days prior to the one-year anniversary of the preceding year’s annual shareholder meeting. Certain other notice periods apply if the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date. Based on the one-year anniversary of the 2016 annual meeting, an eligible shareholder wishing to nominate a candidate for election to the Board at the 2017 annual meeting must provide such notice no earlier than May 14, 2017 and no later than June 13, 2017. Any such notice and accompanying nomination materials must meet the requirements set forth in our Regulations, which are publicly available atwww.pg.com.

Shareholder Recommendations of Board Nominees and Committee Process for Recommending Board Nominees

The Governance & Public Responsibility Committee will consider shareholder recommendations for candidates for the Board. The minimum qualifications and preferred specific qualities and skills required for Directors are set forth in Article II, Sections B through E of the Corporate Governance Guidelines. The Committee considers all candidates using these criteria, regardless of the source of the recommendation. The Committee’s process for evaluating candidates also includes the considerations set forth in Article II, Section B of the Committee’s Charter. After initial screening for minimum qualifications, the Committee determines appropriate next steps, including requests for additional information, reference checks, and interviews with potential candidates. In addition to shareholder recommendations, the Committee also relies on recommendations from current Directors, Company personnel, and others. From time to time, the Committee may engage the services of outside search firms to help identify candidates. During the fiscal year ended June 30, 2016, no such engagement existed, and no funds were paid to outside parties in connection with the identification of nominees. All nominees for election as Directors who currently serve on the Board are known to the Committee and were recommended by the Committee to the Board as Director nominees.

Pursuant to the Company’s Regulations, a shareholder wishing to nominate a candidate for election to the Board at an annual meeting of shareholders is required to give written notice to the Secretary of the Company of his or her intention to make such nomination. The notice of nomination must be received at the Company’s principal

executive offices not less than 140 days nor more than 240 days prior to the one-year anniversary of the preceding year’s annual shareholder meeting. Certain other notice periods apply if the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date. Based on the one-year anniversary of the 2016 annual meeting, a shareholder wishing to nominate a candidate for election to the Board at the 2017 annual meeting must provide such notice no earlier than February 13, 2017, and no later than May 24, 2017.

As set forth in the Company’s Code of Regulations, the notice of nomination is required to contain information about both the nominee and the shareholder making the nomination, including information sufficient to allow the G&PR Committee to determine if the candidate meets certain criteria. A nomination that does not comply with the requirements set forth in the Company’s Code of Regulations will not be considered for presentation at the annual meeting.

Where to Send all Director Nominations and Recommendations:

The Procter & Gamble Company

c/o The Corporate Secretary’s Office

One Procter & Gamble Plaza

Cincinnati, OH 45202-3315

Availability of Corporate Governance Documents

In addition to their availability on the Company’s website atwww.pg.com, copies of the Company’s Amended Articles of Incorporation, the Company’s Code of Regulations, all Committee Charters, the Corporate Governance Guidelines (including Independence Guidelines, Confidentiality Policy, and Financial Literacy and Expertise Guidelines), theWorldwide Business Conduct Manual, the Company’s Purpose, Values, and Principles and the Related Person Transaction Policy are available in print upon request by writing to the Corporate Secretary at One Procter & Gamble Plaza, Cincinnati, OH 45202-3315.

The objective of the C&LD Committee is to provide non-employee members of the Board a compensation package consistent with the size-adjusted median of the Peer Group. Directors can elect to receive any part of their fees or retainer (other than the annual grant of Restricted Stock Units (“RSUs”)) as cash, RSUs or unrestricted stock. Consistent with the practice of the past several years, the Company did not grant any stock options to Directors in FY 2015-16.2016-17. Non-employee members of the Board receivereceived the following compensation:

At its June 14, 201613, 2017 meeting, the Board of Directors, upon the recommendation of the C&LD Committee, agreed to maintain the current Director compensation package for the upcoming fiscal year.

Non-employee members of the Board must own Company stock and/or RSUs worth six times their annual cash retainer. A number of the non-employee Directors were appointed or elected to the Board within the last few years. However, all non-employee Directors either meet or are on track to meet the ownership requirements within the five-year period established by the C&LD Committee.

The following table and footnotes provide information regarding the compensation paid to the Company’s non-employee Directors in FY 2015-16.2016-17. Directors who are employees of the Company receive no compensation for their service as Directors.

¹ Director fees are paid quarterly. Each director may elect to take these fees in cash, unrestricted stock, RSUs (which vest immediately), or a combination of the three. The RSUs earn dividend equivalents that are subject to the same vesting provision as the underlying RSUs and are accrued

in the form of additional RSUs each quarter and credited to each Director’s holdings. The RSUs are ultimately deliverable in shares. Ms. Wilderotter

retired from the BoardDesmond-Hellmann chose not to stand for re-election at the end of her term on October 13, 2015,11, 2016, and her retainer was prorated accordingly. Ms. Chang joined the Board on June 1, 2017 and took a pro-rated retainer in cash. Mr. Blake elected to take $105,000 of his fees in unrestricted stock, which had a grant date fair value of $105,040.$105,152. Ms. Braly received $3,750 of her fees in cash. She also took $112,500elected to take $120,000 of her fees in RSUs, which had a grant date fair value of $112,612.$120,072. Mr. Cook elected to take $120,000 of his fees in unrestricted stock, which had a grant date fair value of $120,123.$120,072. Mr. McNerney elected to take $155,000 of his fees in unrestricted stock, which had a grant date fair value of $155,129.$155,180. Messrs. Chenault and Lundgren elected to take $105,000 of their fees in RSUs, which had a grant date fair value of $105,040. Dr. Zedillo took $86,250 of his fees in cash. He also elected to take $27,500 of his fees in RSUs, which had a grant date fair value of $27,548.$105,152. The remaining Directors took their fees in cash.

² Each year, upon election at the Company’s annual meeting of shareholders, every Director is awarded a $175,000 grant of RSUs with a grant date fair value of $175,000.RSUs. These RSUs vest after one year as long as the Director remains on the Board. EachMs. Chang did not participate in the October 2016 grant. Except for Ms. Chang, each Director has 2,4222,024 RSUs outstanding (representing the grant on October 13, 201511, 2016 and subsequent dividend equivalents). In addition, the following Directors have shares of retirement restricted stock outstanding as of June 30, 2016:2017: Ms. Braly (4,992 shares); Mr. Cook (9,948 shares); Mr. Lundgren (1,265 shares); and Dr. Zedillo (3,883 shares). Also, Mr. Cook and Dr. Zedillo each have 3,760 option awards outstanding.

³ For all Board meetings throughout the fiscal year, Directors were entitled to bring a guest so long as the Director used the Company aircraft to attend the meeting and the guest’s attendance did not result in any incremental aircraft costs, although no Director brought a guest to any Board meeting in FY 2015-16.2016-17. Directors and their guests are also covered under the same insurance policy as all Company employees for accidental death while traveling on Company business (coverage is $750,000 for each Director and $300,000 for a guest)Director). The incremental cost to the Company for this benefit is $2,980.$3,521. Guests of Directors are covered while traveling on corporate aircraft or while traveling in any company limousines to and from the airport. The incremental cost for this benefit is $1,286. In addition, the Company maintains a Charitable Awards Program for current and retired Directors who were participants prior to July 1, 2003. Under this program, at their death, the Company donates $1,000,000 per Director to up to five qualifying charitable organizations selected by each Director. Directors derive no financial benefit from the program because the charitable deductions accrue solely to the Company. The Company funds this contribution from general corporate assets. No payments wereassets and made duringone payment in FY 2015-16. This program was discontinued for any new Director effective July 1, 2003.2016-17. In FY 2015-16,2016-17, the Company also made a $500 donation on behalf of each Director to the Children’s Safe Drinking Water Program or to a different charity of their choice. These donations were also funded from general corporate assets, and the Directors derive no financial benefit from these donations because the charitable deductions accrue solely to the Company. As an employee Directors, Messrs.Director, Mr. Taylor and Lafley did not receive a retainer, fees, or a stock award.

Report of the Compensation & Leadership Development Committee

The Compensation & Leadership Development Committee of the Board of Directors has reviewed and discussed the following section of this proxy statement entitled “Compensation Discussion & Analysis” with management. Based on this review and discussion, the Committee has recommended to the Board that the section entitled “Compensation Discussion & Analysis,” as it appears on the following pages, be included in this proxy statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2016.[_____]

W. James McNerney, Jr., Chair

Kenneth I. Chenault

Scott D. Cook

Terry J. Lundgren

Margaret C. Whitman

August 9, 2016[DATE], 2017

Introduction

The focus of this discussion and analysis is on the Company’s compensation philosophies and programs for its named executive officers (“NEOs”) for FY 2015-16:2016-17: David Taylor, Chairman of the Board, President and Chief Executive Officer; A.G. Lafley, Executive Chairman of the Board; Jon R. Moeller, Chief Financial Officer; Steven D. Bishop, Group President—Global Health Care; Giovanni Ciserani, Group President—Global Fabric and Home Care and Global Baby and Feminine Care; Patrice Louvet,Care, Mary Lynn Ferguson-McHugh, Group President—Global Beauty;Family Care and Martin Riant,P&G Ventures; and Steven D. Bishop, Group President and Advisor toPresident—Global Health Care. Effective July 1, 2017, the Chief Executive. Messrs. Lafley and Riant retired from the Company on June 30, 2016.

Leadership Change

The Board electedC&LD Committee appointed Mr. TaylorMoeller as PresidentVice Chair and Chief Executive Officer and Mr. Lafley as Executive Chairman, both effective November 1, 2015. On June 30, 2016, Mr. Lafley retired from the Company. In connection with Mr. Lafley’s retirement, the Board appointed Mr. Taylor Chairman of the Board, in addition to his role as President and CEO, effective July 1, 2016. There were no changes to Mr. Taylor’s compensation in conjunction with his July 1 appointment.Financial Officer.

FY 2015-162016-17 Results—Key Compensation Measures

The Company’s focus for FY 2015-16 was on the execution of four key strategic priorities: strengthen and simplify the portfolio, drive cost and cash productivity, accelerate top line growth via innovation and strengthened business models, and improve the organization and culture.[TO BE ADDED WHEN AVAILABLE]

¹ The targets above reflect the original FY 2015-16 financial guidance provided by the Company on July 30, 2015. This guidance was subsequently revised during the fiscal year, primarily due to unusually high impacts from foreign exchange rates; however, as further detailed on pages 26-27, the original guidance numbers for Organic Sales Growth and Core EPS Growth were used to establish the STAR targets for the Company Performance Factor.

² FY 2015-16 actuals for Core EPS Growth and Adjusted Free Cash Flow Productivity were used in the calculation of Year 3 Performance Stock Program results, as further detailed on pages 29-31.

³ Please see Exhibit A for a reconciliation of non-GAAP measures, including Organic Sales Growth, Core EPS Growth, and Adjusted Free Cash Flow Productivity.

Organic Sales Growth was 1%. This was just below the midpoint of the original target range primarily due to continued challenges in China and soft market shares in some country category combinations. Core EPS Growthof -2% was at the low end of the original target range primarily due to the negative impact of foreign exchange (-9% or -$1.0 billion).

The Company took two important steps to address the foreign exchange challenges. First, where feasible, the Company increased prices. Second, the Company accelerated work on savings across all elements of cost: cost of goods sold, non-manufacturing overhead, and marketing. The Company delivered $1.6 billion in cost of goods savings, spanning materials, manufacturing, and logistics. This savings exceeded the target annual run rate by $400 million.

The Company continued to accelerate overhead reduction. In February 2012, we announced a targeted 10% reduction of non-manufacturing enrollment by June 2016. As of June 30, 2016, we reduced roles by 24%, almost 2.5 times the original objective.

Adjusted Free Cash Flow Productivity was 115%, ahead of target. These cash results enabled over $7 billion in dividends and $4 billion in share repurchase. For the fiscal year, the Company effectively returned nearly $16 billion to shareholders, including the shares received from the Duracell transaction.

Including the Company’s previously announced agreement to merge 41 Beauty brands with Coty, Inc., the Company has substantially completed plans for the strategic portfolio reshaping announced in August 2014. By the close of the Coty transaction, which is expected to occur in October 2016, the Company will have focused its portfolio on 10 categories and 65 brands (from 16 categories and 165 brands).

CEO Compensation for FY 2015-16

The Chief Executive Officer’s compensation is determined by the C&LD Committee with objective input from the C&LD Committee’s independent compensation consultant, Frederic W. Cook & Co. The C&LD Committee reviews and considers the following when making compensation decisions for the Chief Executive Officer:

FY 2015-16 CEO Compensation Highlights

Mr. Taylor became Chief Executive Officer on November 1, 2015. At that time the C&LD Committee established a competitive pay package based on total compensation opportunities for CEOs in the Peer Group. At the same time, the Committee modified Mr. Lafley’s compensation opportunities to reflect his new role as Executive Chairman. These decisions are described below.

Executive Compensation Practices

Our executive compensation practices support good governance and mitigate excessive risk-taking.

Say on Pay Advisory Vote Outcome

In October 2015, shareholders approved the Company’s Say on Pay proposal, with 91.96% of votes cast in favor of the compensation paid to the NEOs. The Company considers this vote a positive endorsement of its executive compensation practices and decisions. The shareholders’ overwhelming support of the Company’s executive compensation program is one factor that contributed to the C&LD Committee’s decision not to make significant changes to the Company’s current executive compensation programs, principles, and policies. In addition, the Company routinely engages with investors to understand their issues and perspectives on the Company, including executive compensation practices. The C&LD Committee will continue to consider results from the annual shareholder advisory votes, including the next vote on October 11, 2016, as well as other shareholder input, when reviewing executive compensation programs, principles, and policies.

We design compensation programs to motivate executives to achieve the Company’s fundamental and overriding objective—to create value for our shareholders at leadership levels on a consistent long-term basis. As such, we encourage shareholders to support the Company’s advisory Say on Pay resolution, which can be found on page 60 of this proxy statement.

Our Compensation Objectives

Our fundamental and overriding objective is to create value for our shareholders at leadership levels on a consistent long-term basis. To accomplish this goal, the C&LD Committee designs executive compensation programs that:

Emphasizing Pay for Performance

Our executive compensation program consists of four key components: salary, STAR,the Short-Term Achievement Reward (STAR), and two long-term incentive equity programs — PSPprograms—the Performance Stock Program (PSP) and the Long-Term Incentive Program (LTIP) (formerly known as the Key Manager Stock Grant.Grant). For FY 2015-16,2016-17, these four components constituted approximately 89%[_____]% on average of each NEO’s total compensation. The remaining 11%[_____]% consisted of retirement income, expatriate expenses, and other benefits.

We design our programs so that NEO compensation varies by type (fixed versus performance-based), length of performance period (short-term versus long-term), and form (cash versus equity). We believe that such variation is necessary to: (1) strike the appropriate balance between short- and long-term business goals; (2) encourage appropriate behaviors and discourage excessive risk-taking; and (3) align the interests of the Company’s executives with our shareholders.

While salary is considered fixed, salary progression over time is based on individual performance.performance and the scope of responsibilities of the role. The remaining compensation components vary based on the performance of the individual, the performance of the individual’s business unit, and the performance of the Company as a whole. This mix of components is designed to incent both individual accountability and collaboration to build long-term shareholder value. The charts below show the average mix of the four key components of FY 2015-162016-17 NEO compensation by type, length, and form.

Consistent with our design principles, performance-based programs pay out at 100% when target goals are achieved. Payouts below 100% occur when target goals are not achieved, and payouts above 100% are possible when target goals are exceeded. Over the previous ten years, the average STAR payout for NEOs ranged from a low of 67% of target to a high of 143% of target. Since the inception of PSP in 2010, the program has delivered payouts from a low of 20% of target to a high of 36% of target. For the current year, the average STAR payout for the NEOs was 95% of target, while the current PSP payout for the three years ending June 30, 2016 was 36% of target. Payouts under these programs were based on the results achieved as compared to the pre-established performance targets, highlighting the clear link between pay and performance that underlies our compensation programs.

Paying Competitively

The C&LD Committee structures executive compensation so that total targeted annual cash and long-term compensation opportunities are competitive with the targets for comparable positions at companies considered to be our peers (“Peer Group”), based on criteria described below. The C&LD Committee sets targets for each element of compensation considering the same elements of compensation paid to those holding similar jobs at companies in our Peer Group, focusing on positions with similar management and revenue responsibility. The C&LD Committee makes appropriate adjustments for differences in revenue size within the Peer Group. For the CEO’s compensation analysis, the C&LD Committee considers the Company’s revenue, and market capitalization, and relative performance compared to our Peer Group.

The Peer Group is objectively determined and consists of global companies that generally meet the following criteria:

§     Peer Group revenues range from $17$16 billion to $484$480 billion with a median of $71$67 billion; and

§      Peer Group market capitalization ranges from $21$28 billion to $446$474 billion with a median of $147$143 billion.

Each year, the C&LD Committee evaluates and, if appropriate, updates the composition of the Peer Group. Changes to the Peer Group are carefully considered and made infrequently to assure continuity from year to year. For FY 2015-16,2016-17, the committee made several adjustmentsCommittee did not make any changes to select companies that more closely meet the criteria listed above. The Committee removed ConocoPhillips, DuPont, and Target, and added Microsoft and Nike. The Peer Group nowwhich consists of the following companies:

While the target total compensation for our NEOs is set considering the size-adjusted median target total compensation within our Peer Group, actual compensation varies depending on the NEO’s experience in the particular role, as well as on total Company, business unit, and individual performance. Consistent with our principles to pay for performance and pay competitively, substantial differences may exist among NEOs’ pay.

Focus on Long-Term Success

To reinforce the importance of stock ownership and long-term focus for our most senior executives, including the NEOs, the C&LD Committee established the Executive Share Ownership Program and Stock Option ExerciseEquity Holding Requirement.

The Executive Share Ownership Program requires the CEO to own shares of Company stock and/or RSUs (including granted Performance Stock Units (“PSUs”)) valued at a minimum of eight times salary. Mr. Taylor currently

holds approximately 11[_____] times salary. All other NEOs must own stock and/or RSUs (including granted PSUs) valued at a minimum of four or five times salary, depending on the NEO’s role. The C&LD Committee annually reviews these holdings, and in 20162017 each NEO exceeded these requirements.

The ShareEquity Holding Requirement ensures executives remain focused on sustained shareholder value even after exercising their stock options or receiving shares from RSU settlements or PSU settlements.payouts. The shareequity holding requirement applies when an executive, including an NEO, has not met the ownership requirements of the Executive Share Ownership Program. When the holding requirement applies, the CEO is required to hold the net shares received from

stock option exercises RSUs, and PSUsRSU and PSU settlements for at least three years, and the other NEOs are required to hold net shares received for at least one year. The holding requirement does not apply to incentive planunrestricted stock or to STAR awards that executives elect to take as stock options instead of cash or unrestricted stock.cash.

Elements of Our Compensation Programs

Annual Cash Compensation

The Company’s annual cash compensation consists of salary and STAR. We collect and analyze data from the Peer Group on the total annual cash compensation opportunity (salary plus annual bonus target) for positions comparable to those at the Company. We consider the target median annual cash compensation opportunity for each position within our Peer Group, adjusted for size using a regression analysis of Peer Group revenues, to set a salary range mid-point and a target for STAR, as a percentage of salary (“STAR target”).

Salary

Mr. Taylor’s annualized salary was setremained unchanged at $1,600,000 upon his election to CEO, effective November 1, 2015. In conjunction with this appointment, Mr. Lafley was elected Executive Chairman of the Board, and his salary was adjusted from $2,000,000 to $1,250,000.during FY 2016-17. The salary for Mr. Moeller this year was increased from $850,000 to $950,000 reflecting his continued performance and leadership as CFO during the Company’s ongoing transformation.remained unchanged at $950,000. The C&LD Committee also approved a 6.3%5.9% increase to bring Mr. Ciserani’s salary to $850,000,$900,000 based on the competitive market and to recognize his contributions managing a 5%significant portion of the total Company businesses. The Committee also approved a 3.7% increase to bring Mr. Bishop’s salary to $810,000.$840,000 and a 3.8% increase to bring Ms. Ferguson-McHugh’s salary to $820,000. These adjustments were made in recognition of their individual performance and market movement. Mr. Louvet’s salary was $725,000 as of July 1, 2015, and remained unchanged. Mr. Riant’s salary remained at $960,000.adjustments.

STAR Annual Bonus

The STAR program links a substantial portion of each NEO’sannualNEO’s annual cash compensation to the Company’sperformanceCompany’s performance for the fiscal year. The program focuses on the achievement of business unit results, but also includes a component that measures the performance of the Company as a whole.overall Company. STAR awards are generally paid in cash, but executives can also elect to receive all or part of their awards in stock options or deferred compensation.

STAR awards are calculated using the following formula:

The basis for each element of STAR is:

The Business Unit Performance Factor for NEOs who lead multiple business units is based on a combination, as determined by the STAR Committee, of the results of the business units for which the NEO is ultimately responsible. There are no separate performance goals for the business unit combinations for purposes of compensation.

While the formula described above is used to calculate potential STAR awards, the C&LD Committee retains the authority to make no STAR award in a given year and the discretion to accept, modify, or reject management’s recommendations for any or all employees, including the NEOs.

FY 2015-162016-17 STAR Annual Bonus

Mr. Taylor’s STAR target was establishedremained at 200% of salary but was adjusted to 174% reflecting his mid-year election to CEO. The STAR target for Mr. Lafley was decreased from 250% to 150% in conjunction with his election as Executive Chair of the Board. His target was prorated to 184% reflecting the time he spent in each role during the fiscal year.salary. The STAR targets for Messrs. Moeller Ciserani, Louvet, and RiantCiserani are 120% of salary. The STAR targettargets for Mr. Bishop isand Ms. Ferguson-McHugh are 100% of salary.

At the beginning of FY 2015-16,2016-17, the C&LD Committee established the Organic Sales Growth target at 2% and the Core EPS Growth targets of 1.5% for both measures,target at 5%, to be used to compute the FY 2015-162016-17 Company Performance Factor, and established a payout matrix that would generate a Company Performance Factor between 70% and 130% depending on the actual Organic Sales and Core EPS Growth achieved. Both Organic Sales Growth and Core EPS Growth were below target at 1% and -2%[_____], respectively, resulting in a Total Company Performance Factor of 70%[_____]%.

The Committee also established FY 2015-162016-17 goals for the new Transformation Factor. Because all goals were achieved at or above target,[_____] the Transformation Factor was established at 130%[_____]%.

The C&LD Committee then reviewed the recommendations provided for the 22 different18 Business Unit Performance Factors and, after considering the performance of the total Company, the Transformation Factor, and the appropriate combination of Business Unit Performance Factors for each NEO, approved the following STAR awards:

In keeping with good governance practices, the C&LD Committee used the weighted average Business Unit Factor, the Company Performance Factor, and Transformation Factor to determine the awards for the NEO members of the [STAR Committee (CEO, CFO) and the Executive Chair. This resulted in an award of $2,482,771 for Mr. Taylor, $2,051,140 for Mr. Lafley, and $1,016,652 for Mr. Moeller.RESULTS TO BE ADDED WHEN AVAILABLE]

The STAR awards recommended to the C&LD Committee for Messrs. Bishop, Ciserani, Louvet, and Riant were computed using the formula described on page 26 of this proxy.

For Mr. Bishop, 75% of his Business Unit Performance Factor was based on the Oral Care business that he directly manages, while the remainder of the factor was based on the weighted average of the Oral Care and Personal Health Care businesses. Based on above-target results in these businesses, Mr. Bishop’s Business Unit Performance Factor was 119%.

Half of Mr. Ciserani’s Business Unit Performance Factor was based on Fabric Care business results, and the remainder of the factor was based on the weighted average of the Fabric and Home Care businesses. Based on the above-target results in these businesses, Mr. Ciserani’s Business Unit Performance Factor was 113%.

Half of Mr. Louvet’s Business Unit Performance Factor was based on the weighted average of the Salon Professional, Prestige Fragrances, and Cosmetics businesses, and the remainder was based on the weighted average of all Beauty businesses. Based on a combination of above-target results in the Salon Professional, Prestige Fragrances, and Cosmetics businesses, and below-target results in the balance of the Beauty businesses, Mr. Louvet’s Business Unit Performance Factor was 105%.

Mr. Riant’s Business Unit Performance Factor was based on the average of all business units, consistent with his role as Group President and Advisor to the CEO.

Long-Term Incentive Programs

The majority of the NEOs’ compensation is delivered through two long-term incentive programs tied to sustained Company performance: the PSP and the Key Manager Stock Grant.LTIP.

The C&LD Committee uses competitive market data to set total long-term compensation targets considering the median total long-term compensation of comparable positions in the Peer Group, regressed for revenue size.

The CEO recommends NEO grants to the C&LD Committee based on benchmarked long-term compensation targets, adjusted for business results and individual contributions attributable to each NEO, including that individual’s leadership skills. These recommendations can be up to 50% above or 50% below the benchmarked target.

The C&LD Committee retains full authority to accept, modify, or reject these recommendations. In exceptional cases, no grant will be awarded. Approximately halfHalf of each NEO’s annual long-term compensation is allocated to PSP via an Initial PSU Grant (“Initial PSU Grant”) (as defined below). The other half is a Key Manager Stockan LTIP Grant. The final grant date fair value of the awards may not reflect the 50/50 split between PSP and the Key Manager Stock Grant due to the final accounting valuations for stock awards (PSUs and RSUs) versus stock options.

Performance Stock Program

The PSP aligns the interests of the NEOs with shareholders by encouraging NEOs to focus on the aspects of the long-term performance of the Company that create shareholder value. In the first year of each three-year performance period, the C&LD Committee grants PSUs to participants. The number of PSUs that vest at the end of the performance period will depend on Company results over the three-year period.

The C&LD Committee sets targets at the beginning of each performance period for the following categories (“Performance Categories”): Organic Sales Growth weighted 30%; Constant Currency Core Before-Tax Operating Profit Growth weighted 20%; Core EPS Growth weighted 30%; and Adjusted Free Cash Flow Productivity.Productivity weighted 20%. The Core EPS growth target for year one of the PSP program is typically linked to the external guidance provided at the beginning of the fiscal year. The Core EPS targets for years two and three are based on our longer termlonger-term expected growth rates. These targets include the best estimates of the impact of our share repurchase program. The C&LD Committee then assigns a minimum and maximum performance goal for each Performance Category. At the end of the three-year performance period, each Performance Category will have a Performance Factor between 0% and 200%, depending on results achieved in each category. The Performance Factor will be 100% if the business results for the category are at target. Business results falling between the minimum and maximum performance goals

are determined via linear interpolation. Using a sliding scale to reward performance, as opposed to “all or nothing” goals, discourages participants from taking unnecessary risks to ensure a final paymentearn payments under the program. At the end of each three-year performance period, the C&LD Committee multiplies the weighted average of the four Performance Factors by the Initial PSU Grant plus accumulated dividend equivalents to determine the vested PSUs. The formula is as follows:

PSUs vest at the earliest of the end of the three-year performance period or when the individual becomes retirement eligible, provided the NEO was an employee on June 30 following the grant date of the PSUs.PSUs but are not determined until the end of the three year performance period. Participants may elect to defer receipt of the shares of Common Stock by choosing to instead receive deferred RSUs.

Key Manager StockLong-Term Incentive Program Grant

The Key Manager StockLTIP Grant is the second component of the Company’s long-term incentive compensation for its senior executives. Executives can elect to receive all or a portion of their grants in either RSUs or stock options, with the exception of the CEO, whose grant form and amount is solely determined by the C&LD Committee. Stock options are

not exercisable (do not vest) until three years from the date of grant and expire ten years from the date of grant, or earlier as related to certain termination events. RSUs cliff vest and are delivered in shares of Common Stock fivealong with accumulated dividend equivalents three years from the date of grant. In addition, NEOs must be employed on the June 30 following the grant date in order to retain the awards, even if they are retirement eligible. These awards focus executives on the long-term success of the Company, and the vesting restrictions enhance retention because employees who voluntarily resign from the Company during the specified vesting periods forfeit their grants.

FY 2015-162016-17 Long-Term Incentive Grants

The following long-term incentive grants were made in FY 2015-16. Award amounts approved by the C&LD Committee vary from the grant date fair value shown in the table based on the grant date valuation factors as well as the stock option and RSU mix chosen by each NEO.2016-17. The actual compensation realized by each NEO will be determined by future Company performance.

The C&LD Committee approved $11,000,000$12,000,000 in long-term incentive value when Mr. Taylor was elected CEO. At the same time, the Committee approved $6,000,000 in total long-term incentive value for Mr. Lafley in association withTaylor, a $1,000,000 increase from the prior year, reflecting median LTI opportunities among the Peer Group and his new rolefirst full year as Executive Chairman.CEO. When setting Mr. Taylor’s and Mr. Lafley’s total compensation opportunity, the C&LD Committee considered their respective considerablehis strong leadership and experience, and leadership in driving portfolio simplification, as well as the relative size and value of the Company within the Peer Group. The award for Mr. Taylor positions him closer to the market median of the peer set compared to the prior year, when he was new in the CEO role and his long-term incentive was positioned below market median.

The C&LD Committee approved an increase to Mr. Moeller’sa total long-term incentive award to $5,379,700of $5,412,150 for Mr. Moeller, which is slightly above the median long-term compensation opportunity of other CFOs in the Peer Group for companies of similar size. This increaseaward reflects Mr. Moeller’s performance as CFO, a scope of responsibilities that exceeds averagemost other Peer Group CFOs, his experience in role, and his continuing contributions to Company results.

The C&LD determinedCommittee approved a long-term incentive award of $4,201,200$4,510,000 for Mr. Ciserani, reflecting his increased scopecontributions managing a significant portion of responsibilitythe P&G businesses.

The Committee approved $2,835,000 for the Baby and Feminine Care businesses. Mr. Bishop, received anreflecting his successful business contributions managing the Oral Care and Personal Health Care businesses.

The Committee approved $3,020,000 for Ms. Ferguson-McHugh. Her award of $2,945,600,was directly tied to successful business contributions in Family Care and Mr. Louvet received anher P&G Ventures role. Additionally, her award of $3,006,000, which is modestly above market midpoint for their job scopes, reflecting their experiencereflects her contributions toward Diversity and business results. Mr. Riant received the same award as last year at $3,802,800.Inclusion initiatives.

PSP Goal Setting

In conjunction with deciding the amount and allocation of the NEOs’ long-term incentive opportunities for FY 2015-16,2016-17, the C&LD Committee set the PSP Performance Factors listed below. The delivery of results against these factors will determine the ultimate payout for this portion of compensation.