UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act Of 1934
|
Date
of Report (Date of earliest event reported)
|
September 22, 2008 |
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THE
PROCTER & GAMBLE COMPANY
|
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(Exact
name of registrant as specified in its
charter)
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|
Ohio
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1-434
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31-0411980
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||
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
Number)
|
|
One
Procter & Gamble Plaza, Cincinnati, Ohio
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45202
|
|
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(Address
of principal executive offices)
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Zip
Code
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(513)
983-1100
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45202
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|
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(Registrant's
telephone number, including area code)
|
Zip
Code
|
|
●
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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|
●
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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●
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17
CFR 240.14d-2(b))
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●
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17
CFR 240.13e-4(c))
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ITEM
5.02(e) COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On
June 30, 2008, The Procter & Gamble Company's (the "Company") current
long-term incentive program for its most senior executives expired on its own
terms. Accordingly, on September 22, 2008, the Compensation &
Leadership Development Committee (the “Committee") of the Board of Directors of
the Company renewed and approved the Company's Business Growth Program ("BGP")
with the material modifications described below.
BGP
is a three-year performance program for approximately 40 of the Company’s most
senior executive officers. Under the previous BGP for the period from
July 1, 2005 to June 30, 2008, awards were based on the Company’s performance
versus pre-established financial measures in two areas: (1) diluted earnings per
share ("EPS") growth and (2) operating total shareholder return ("OTSR"). The
previous BGP also allowed for interim payments to be made based on performance
metrics between 100 and 200% of target and provided payments in the form of cash
and three year restricted stock units.
The
BGP recently approved by the Committee covers the period from July 1, 2008 to
June 30, 2011 and sets awards based on the Company’s performance versus
pre-established financial measures in four areas: (1) earnings per share growth;
(2) organic sales growth; (3) before-tax operating profit growth; and (4) free
cash flow efficiency. This BGP also prohibits Interim Payments
exceeding 100% of target and provides for payment in the form of cash and
restricted stock units that deliver in shares at the conclusion of the three
year Performance Period. The BGP pays out at target compensation levels for the
three year Performance Period only if the Company achieves the Performance Goals
on each of the four measures described above.
A
summary of the new BGP approved by the Committee is attached as Exhibit
99.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report to be signed on its behalf by the undersigned hereunto
duly authorized.
THE
PROCTER & GAMBLE COMPANY
BY: /s/
E. J. WUNSCH
E.
J. Wunsch
Assistant
Secretary
September
26, 2008
EXHIBIT(S)
Exhibit
99: BGP Program Summary dated September 22, 2008.