Accordingly, the Board and the C&LD Committee will consider the outcome of this advisory vote in connection with future executive compensation decisions. Amounts the NEOs defer under any of the above- mentioned plans that are scheduled to be paid after. PROPOSAL TO APPROVE THE PROCTER & GAMBLE COMPANY INTERNATIONAL STOCK OWNERSHIP PLAN, AS AMENDED AND RESTATED. 2 Ratification of Appointment of Independent Registered Public Accounting Firm, Proposal No. This led to above-target payouts in our bonus programs. Ethics & Compliance results are a formal part of Principal Officer evaluations each year. The Company ultimately entered into the agreement with Quibi after an extensive two-sided,arms-length negotiation. The following table describes the general treatment of compensation under the Company's key programs under various separation scenarios for all Company employees, including the NEOs. In addition, from time to time, the Company may be required to pay personal income taxes for certain separating executives hired through acquisitions in conjunction with pre-existing contractual obligations. The Board has determined that each member of the Audit Committee qualifies as an audit committee financial expert as defined under applicable SEC rules and also meets the additional criteria for independence of audit committee members set forth in Rule, Apple has a code of ethics, titled Business Conduct: The way we do business worldwide, that applies to all employees, including Apples principal executive officer, principal financial officer, and principal accounting officer; to the Board; and to independent contractors, consultants, and others who do business with Apple. ... 2020. Equity compensation plans approved by shareholders. This donation was funded from general corporate assets, and the NEOs derived no financial benefits from this donation because this charitable deduction accrues solely to the Company. Advisory vote to approve executive compensation The Board of Directors recommends a vote AGAINST For Against Abstain Proposals 4, 5 and 6. The Compensation Committee believes that Apples cash bonus programs and long-term equity awards provide an effective and appropriate mix of incentives to help ensure performance is focused on long-term shareholder value creation and do not encourage short-term risk taking at the expense of long-term results. advertising resonates with and drives growth among diverse consumer groups, including Black, Hispanic, and Asian American consumers. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. the participant's home country retirement plan had the participant remained in that country and eligible to participate in that plan. outstanding, including most of our Top 200 shareholders. The average of the dollar value of the premiums actually paid by the Company in calendar years 2019 and 2020 under these policies were as follows: Mr. Taylor, $354,897, Mr. Moeller, $88,108, Mr. Bishop, $53,545, Ms. Deloitte & Touche LLP, the Audit Committee-appointed independent registered public accounting firm for the fiscal year ended June 30, 2020, is responsible for expressing opinions on the conformity of the Company's audited financial statements with generally accepted accounting principles and on management's assessment of the effectiveness of the Company's internal control over financial reporting. the Company, and Mr. Blake played no role in Mr. Lanier's hiring. Members of management also performed a risk assessment of the Company's other compensation programs including incentive programs from acquisitions, cost of programs, design elements, payment authorizations, and overall confirmation that plans do not encourage excessive risk-taking. The Executive Share Ownership Programrequires the CEO to own shares of Company stock and/or RSUs (including granted Performance Stock Units) valued at a minimum of eight times salary. I would like to thank you personally for your continued support of P&G, and I want you to know that your Company is stepping forward in these challenging times to continue to serve consumers, customers, and communities, doing our part to be a force for good and force for growth in the world. Jon R. Moeller, the Company's Vice Chairman, Chief Operating Officer (COO) and Chief Financial Officer (CFO), is married to Lisa Sauer, a long-tenured employee of the Company who currently holds the position of Senior Vice President-Product Supply, Home Care and P&G Professional. Many decisions that used to take weeks now take days, and many that used to take days now take hours. This Compensation Discussion and Analysis explains the guiding principles and practices upon which our executive compensation program is based and the compensation paid to our 2019 named executive officers: , Senior Vice President, Chief Financial Officer, , Senior Vice President, General Counsel and Secretary. Mr. McNerney, as Lead Director, will continue to work well together, and that the appropriate balance of authority will be maintained. In accordance with SEC requirements, we determined that there have been no changes to our employee population or employee compensation arrangements in FY 2019-20 that we believe would significantly affect our pay ratio disclosure. Our fundamental and overriding objective is to create value for our shareholders at leadership levels on a consistent long-term basis. Finally, if during the evaluation process, any issue with regard to an individual Director is identified, the Chairman or Lead Director will address such issue with the individual Director. Participants in the NA Plans and UK and Ireland Plans must provide timely voting instructions to their respective plan fiduciaries prior to the meeting, as detailed in their materials. The Compensation Committees authority to grant equity awards or to take any other action with respect to equity awards (other than the performance of ministerial duties) may not be delegated to Apples management or others. In carrying out this critical responsibility, the Board has designated the Audit Committee with primary responsibility for overseeing enterprise risk management. We plan to continue that practice. However, our Company has not explicitly linked sustainability goals with senior executive incentives. Another prominent example is Royal Dutch Shell, which announced in December 2018 its plans to tie a portion of executive pay to concrete targets linked to the companys net carbon footprint. Mr. Jimenez elected to take $144,375 of his fees in RSUs, which had a grant date fair value of $144,551. No participant has any shareholder rights under the A&R Plan until the Shares are actually purchased on the participant's behalf under the plan. Every Apple product is designed from the ground up to protect privacy and security. Annual Reports & Proxy Information PROHIBITION OF USE OF COMPANY STOCK IN DERIVATIVE TRANSACTIONS. She served as President and Chief Executive Officer of eBay Inc. from 1998 to 2008. This differentiation only impacts awards for those employees below the President level and thus does not impact NEO compensation. The Company's discussions with Quibi regarding a potential business relationship began with Quibi founder Jeffrey Katzenberg prior to Ms. Whitman's investment and employment; the transaction was entered in the normal course of business and was not initiated by Ms. Whitman. We have discussions with many of our shareholders regarding various corporate governance topics, including executive compensation, and related trends, such as environmental, social, and governance considerations. Our corporate governance structure fosters principled actions, informed and effective decision-making, and appropriate monitoring of compliance and performance. Shares allocated to personal accounts of executive officers under the Employee Stock Ownership Trust pursuant to PST. Transact such other business as may properly come before the meeting. We believe that the compensation of our named executive officers reflects and rewards their contributions to Apples success and demonstrates alignment with Apples annual financial results and the interests of our shareholders. Notice of proxy access director nominees must be received no earlier than the close of business on August 6, 2020 and no later than the close of business on September 5, 2020. The U.N.s special rapporteur on opinion and expression registered concern over Apples move. She elected to take $30,000 of her fees in cash and $60,000 in RSUs, which had a grant date fair value of $60,075. This assessment is compared to each business unit's role in the portfolio, reflecting the different industries in which the Company's businesses compete and their growth potential. Mr. Taylor is a proven leader with more than 40 years of experience across many of P&G's core categories, functions, and markets. Those who previously requested printed proxy materials or electronic materials on an ongoing basis will receive those materials as requested. Pursuant to Section 14A of the Securities Exchange Act of 1934, we are providing our shareholders with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our NEOs as set forth in this proxy statement in accordance with the compensation disclosure rules of the SEC. It is the responsibility of the Board to oversee the development and execution of the Company's strategic plans and to understand the associated risks and the steps that senior management is taking to manage and mitigate those risks. Apples executive compensation program is designed to motivate and reward exceptional performance in a straightforward and effective way, while also recognizing the remarkable size, scope, and success of Apples business. The annual base salaries for Ms. Adams, Ms. Ahrendts, Mr. Maestri, and Mr. Williams remained at $1 million for 2019, and Ms. OBriens annual base salary was set at $1 million when she was promoted to her current role. After submitting your request, you will … In the first year of each three-year performance period, the C&LD Committee grants PSUs to each NEO. None of the NEOs had, Amounts contributed by the Company pursuant to the PST, a qualified defined contribution plan providing retirement benefits for. The Chairman of the Board and Lead Director set Board agendas in advance to ensure that appropriate subjects are covered with time for meaningful discussion. We enable our people to Learn & Grow, creating a culture where employees can experiment, ask questions, and freely express ideas as we collectively seek to enhance long-term shareholder value. Tax Treatment. Among other qualifications, Dr. Sugar brings to the Board executive leadership experience as a chairman and chief executive officer of a large international public company, financial expertise as a former chief financial officer, understanding of advanced technology, experience with government relations and public policy, and a global business perspective from his service on other boards.
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