PG » Topics » Shareholder Proposal #2

This excerpt taken from the PG DEF 14A filed Aug 28, 2009.

Shareholder Proposal #2

Walden Asset Management, One Beacon St., Boston, Massachusetts 02108, owner of at least 295,410 shares of common stock of the Company, has given notice that it intends to present for action at the annual meeting the following resolution:

This excerpt taken from the PG DEF 14A filed Aug 29, 2008.

Shareholder Proposal #2

Mr. Peter Flaherty of the National Legal and Policy Center, 107 Park Washington Court, Falls Church, VA 22046, owner of 60 shares of common stock of the Company, has given notice that he intends to present for action at the annual meeting the following resolution:

RESOLVED, shareholders request that our board of directors adopt a policy that allows shareholders to vote on an advisory management resolution at each annual meeting to approve or disapprove the Compensation Discussion and Analysis report in the proxy statement.

The policy should provide that appropriate disclosures will be made to ensure that shareholders fully understand that the vote is advisory, will not affect any person’s pay, and will not affect the approval of any compensation-related proposal submitted for a vote of stockholders at the same or any other meeting of stockholders.

Supporting Statement:

Current rules governing senior executive compensation do not give shareholders enough influence over pay practices. In the United Kingdom, public companies allow stockholders to cast an advisory vote on the “directors renumeration report.” Although the vote isn’t binding, it allows shareholders a voice.

Excessive executive compensation creates two problems. First, public outrage undermines support for the free market, the system that makes possible corporate profits. Second, overcompensated executives are more likely to acquiesce to demands from anti-business activists, in order to insulate themselves from criticism for their high pay.

Unless P&G voluntarily gives shareholders such a voice, Congress may pass legislation forcing the Company to do so, such as the “Shareholder Vote on Executive Compensation Act” (H.R. 1257).

This excerpt taken from the PG DEF 14A filed Aug 28, 2007.

Shareholder Proposal #3

People for the Ethical Treatment of Animals (“PETA”), 501 Front St., Norfolk, VA 23510, which owns 70 shares of common stock in the company, has given notice that it intends to present for action at the annual meeting the following resolution:

WHEREAS Procter & Gamble acquired Iams in September 1999 and is responsible for ensuring Iams’ stewardship of animals used in experiments; and

WHEREAS 80 published studies were appraised by a committee of physicians to document the potential stress associated with routine laboratory procedures commonly performed on animals, and the physicians concluded that “significant fear, stress, and possibly distress are predictable consequences of routine laboratory procedures and that these phenomena have substantial scientific and humane implications for the use of animals in laboratory research”;1 and

WHEREAS Drs. Charles Abramson and Tim Bowser—Oklahoma State University professors and founders of PetSci, LLC, a contract research organization that provides services to companies involved in the development, manufacture, testing, evaluation, and marketing of pet and animal products—have written in support of PETA’s proposal that Iams can end its laboratory tests on animals and close its Dayton, Ohio, animal-testing facility, which holds 700 dogs and cats at maximum capacity; and



Jonathan Balcome et al., “Laboratory Routines Cause Animal Stress,” Contemporary Topics in Laboratory Animal Science 43.6 (2004):42-51.



Table of Contents

WHEREAS Iams can partner with PetSci to conduct humane, safe, and scientifically reliable in-home testing of commercial dog and cat food via the Citizen Scientist™ program, which has been demonstrated to work for a wide variety of test protocols, including palatability, preference, and feeding trials developed by the Association of American Feed Control Officials (AAFCO); and

WHEREAS the Citizen Scientist program is superior to laboratory testing methods in terms of identification and understanding of owner-pet/animal interactions, information about owner opinions of the product and packaging, the opportunity for participants to learn and practice real science, and activities that bring families, pets, and animals together; and

WHEREAS Drs. Abramson and Bowser wrote to PETA, “We would be more than happy to work with Procter & Gamble (Iams) to assist them in any way to improve their pet product testing methods. We have heard some very promising statements from high level individuals in their organization that P&G is moving away from inhumane testing techniques and we applaud their efforts and encourage them to do more”;

NOW, THEREFORE, BE IT RESOLVED that the board should report to shareholders by the end of 2007 on the feasibility of phasing out within a five-year period lams’ funding for and use of all laboratory tests on animals for dog and cat food products, ingredients, and formulations in favor of more humane, safe, and scientifically reliable in-home testing methods, including, but not limited to, those offered by PetSci, LLC.

This excerpt taken from the PG DEF 14A filed Aug 29, 2006.
Shareholder Proposal

      Mrs. Evelyn Y. Davis, Watergate Office Building, 2600 Virginia Avenue N.W., Suite 215, Washington, D.C. 20037, owner of 800 shares of common stock of the Company, has given notice that she intends to present for action at the annual meeting the following resolution:

        RESOLVED: “That the Board of Directors take the necessary steps so that NO future NEW stock options are awarded to ANYONE, nor that any current stock options are repriced or renewed (unless there was a contract to do so on some).”
        REASONS: “Stock option awards have gone out of hand in recent years, and some analysts MIGHT inflate earnings estimates, because earnings affect stock prices and stock options.”
        There are other ways to “reward” executives and other employees, including giving them actual STOCK instead of options.
        Recent scandals involving CERTAIN financial institutions have pointed out how analysts CAN manipulate earnings estimates and stock prices.

      “If you AGREE, please vote YOUR proxy FOR this resolution.”


This excerpt taken from the PG DEF 14A filed Aug 30, 2005.
Shareholder Proposal No. 3

      The Laborers’ Local Union and District Council Pension Fund, 905 16th Street, N.W., Washington, D.C. 20006-1765, owning 25,475 shares of Common Stock of the Company, has given notice that they intend to present for action at the annual meeting the following resolution:

        RESOLVED, that the shareholders of Procter & Gamble, Inc. (“Company”) hereby request that the Company provide a report, updated semi-annually, disclosing the Company’s:

  1.  Policies and procedures for political contributions (both direct and indirect) made with corporate funds.
  2.  Monetary and non-monetary contributions to political candidates, advocacy groups, social welfare organizations, political parties, political committees and other political entities organized and operating under 26 USC Sec. 527 or Sec. 501(c)(4) of the Internal Revenue Code including the following:

  a.  An accounting of the Company’s funds contributed to any persons or organizations described above;

  b.  The business rationale for each of the Company’s contributions; and

  c.     Identification of the person or persons in the Company who participated in making the decisions to contribute.

        This report shall be presented to the board of directors’ audit committee or other relevant oversight committee, and posted on the company’s website to reduce costs to shareholders.

      The Laborers’ Local Union and District Council Pension Fund has submitted the following statement in support of their resolution:

        As long-term shareholders of Procter and Gamble, we support policies that apply transparency and accountability to corporate political giving. In our view, such disclosure is consistent with public policy in regard to public company disclosure.



        Company executives exercise wide discretion over the use of corporate resources for political purposes. They make decisions without a stated business rationale for such donations. Citizens for a Strong Ohio reported that Procter & Gamble contributed $160,000 to its organization. (Center for a Strong Ohio).

        Relying only on the limited data available from this website provides an incomplete picture of the Company’s advocacy and political donations. Complete disclosure by the company is necessary for the company’s Board and its shareholders to be able to fully evaluate the use of corporate assets.
        Although the Bi-Partisan Campaign Reform Act (BCRA) enacted in 2002 prohibits corporate contributions to political parties at the federal level, it allows companies to contribute to independent political committees, also known as 527s. Additionally, there is no restriction on companies donating to 501 (c)(4) – organizations, which can advocate certain social positions that may not be in the best interest of shareholders.
        Absent a system of accountability, corporate executives will be free to use the Company’s assets for objectives that may be inimical to the interests of the Company and its shareholders. There is currently no single source of information that provides the information sought by this resolution. That is why we urge your support for this critical governance reform.


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