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# P&G Tells Shareholders To Vote Against Locking In Proposal Rules, Citing SEC Plan To Scrap Them
- URL: https://www.bullished.co/p-and-g-tells-shareholders-to-vote-against-locking-in-proposal-rules-citing-sec-plan-to-0b5d18e4/
- Published: 2026-10-08T11:15:52.000Z
- Updated: 2026-10-08T11:15:52.000Z
- Description: The company's October 7 supplemental proxy filing reaffirms its AGAINST recommendation on Item 5 ahead of the October 13 annual meeting.
- Author: Matteo Parrino
- Tags: SEC Filings, PG, Industry: Consumer Staples, Topic: Leadership & Governance

Procter & Gamble [reaffirmed its recommendation](https://www.sec.gov/Archives/edgar/data/0000080424/000008042426000212/additionalmaterialreitem5.htm?ref=bullished.co) that shareholders vote AGAINST Item 5, a proposal to lock in today's rules for shareholder proposals, in a supplemental proxy filing on Wednesday. The company's reason: the SEC proposed on September 16 to rescind Rule 14a-8 entirely.

## What the filing says

Item 5 asks the Board to adopt a policy of including in the annual proxy statement any proposal that meets the current eligibility thresholds and other requirements of Rule 14a-8, even if those thresholds later change.

P&G filed its definitive proxy statement on August 28, 2026\. The SEC's rescission proposal came several weeks after that, according to the filing.

The company said the SEC proposal is open to public comment, is not final, may be modified, may not be adopted and may face litigation.

The filing says the Board is committed to a thorough review of the whole legal and regulatory framework for shareholder proposals. It said it will seek to balance shareholder access, governance best practices, administrative burdens and the interests of long-term shareholders.

## What it changes

Nothing about the Board's position changes; the filing restates its reasons from the August proxy. The Board argues that keeping its discretion and room for review is more consistent with good governance and shareholder engagement than adopting the requested policy.

P&G also said it will keep complying with Rule 14a-8 while the rule remains in effect and binding on it.

Other companies face similar pressure. A [Bloomberg Law report](https://news.bloomberglaw.com/esg/shareholders-push-companies-to-help-retain-proxy-proposal-rights?ref=bullished.co) described advocates urging Costco to oppose the SEC plan in public comments, and said Microsoft agreed in August to keep accepting qualifying proposals for one year. P&G's vote is among the first held since the SEC proposal.

P&G shares closed at $147.82 on Wednesday, down 0.40%, for a market cap of $343.3 billion (market data).

## What to watch

Shareholders vote at the annual meeting on October 13, 2026\. The filing points them to pages 97-101 of the proxy statement for instructions on submitting or revoking a proxy.

The Item 5 tally on October 13 will show how much support the proposal draws after the SEC's rescission proposal.

### Sources

- [Procter & Gamble — DEFA14A (2026-10-07)](https://www.sec.gov/Archives/edgar/data/0000080424/000008042426000212/additionalmaterialreitem5.htm?ref=bullished.co) — SEC EDGAR
- [Why Procter & Gamble (PG) Outpaced the Stock Market Today](https://finance.yahoo.com/markets/stocks/articles/why-procter-gamble-pg-outpaced-205004706.html?.tsrc=rss&ref=bullished.co) — Yahoo Finance
- [Shareholders Push Companies to Help Retain Proxy Proposal Rights](https://news.bloomberglaw.com/esg/shareholders-push-companies-to-help-retain-proxy-proposal-rights?ref=bullished.co) — news.bloomberglaw.com