CLX 8-K
Clorox Co /De/ (CLX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
| (a) | On November 15, 2023, The Clorox Company (the “Company”) held its virtual annual meeting of shareholders. |
| (b) | The shareholders (1) elected all of the Company’s nominees for director; (2) approved the compensation of the Company’s named executive officers on an advisory basis; (3) indicated their preference that future advisory votes on the Company’s executive compensation be held annually; and (4) ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2024. |
| (c) | The final voting results on each of the matters submitted to a vote are as follows: |
| 1. | Election of Directors: |
| Number of Votes | ||||||||
| For | Against | Abstain | Broker Non-Votes | |||||
| Amy L. Banse | 85,080,070 | 944,899 | 243,529 | 18,117,979 | ||||
| Julia Denman | 85,552,621 | 483,114 | 232,764 | 18,117,979 | ||||
| Spencer C. Fleischer | 85,140,510 | 781,237 | 346,750 | 18,117,979 | ||||
| Esther Lee | 85,112,848 | 931,708 | 223,942 | 18,117,979 | ||||
| A.D. David Mackay | 85,410,850 | 599,483 | 258,165 | 18,117,979 | ||||
| Paul Parker | 85,495,172 | 512,770 | 260,555 | 18,117,979 | ||||
| Stephanie Plaines | 85,465,490 | 568,232 | 234,776 | 18,117,979 | ||||
| Linda Rendle | 85,410,266 | 633,141 | 225,090 | 18,117,979 | ||||
| Matthew J. Shattock | 83,736,272 | 2,290,573 | 241,653 | 18,117,979 | ||||
| Kathryn Tesija | 85,320,272 | 710,570 | 237,076 | 18,117,979 | ||||
| Russell J. Weiner | 85,417,730 | 604,581 | 244,587 | 18,117,979 | ||||
| Christopher J. Williams | 84,869,044 | 1,083,890 | 315,563 | 18,117,979 | ||||
| 2. | Advisory Vote on the Approval of Named Executive Officers Compensation: |
| Number of Votes | ||||||
| For | Against | Abstain | Broker Non-Votes | |||
| 80,442,142 | 5,304,739 | 521,616 | 18,117,979 | |||
| 3. | Advisory Vote on the Frequency of Future Advisory Votes to Approve Executive Compensation: |
| Number of Votes | ||||||||
| One Year | Two Years | Three Years | Abstain | Broker Non-Votes | ||||
| 84,325,421 | 189,088 | 1,408,855 | 345,134 | 18,117,979 | ||||
2
| In accordance with the voting results of proposal 3 above, the Company has determined that it will hold future non-binding advisory votes on named executive officers’ compensation on an annual basis. |
| 4. | Ratification of the selection of Ernst & Young LLP as the Company’s independent auditor for 2024. |
| Number of Votes | ||||||
| For | Against | Abstain | Broker Non-Votes | |||
| 100,088,352 | 4,036,422 | 261,703 | 0 | |||
Item 8.01 Other Events.
On November 16, 2023, the Company issued a press release announcing that the Company’s chief executive officer and director, Linda Rendle, has been appointed chair of the Company’s board of directors, effective January 1, 2024. Matthew J. Shattock, who currently serves as independent chair of the board of directors, will transition to serve as lead independent director of the board of directors, effective January 1, 2024. Shattock will continue to serve as independent chair of the board of directors until Rendle’s appointment becomes effective. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
See the Exhibit Index below.
EXHIBIT INDEX
| Exhibit | Description |
| 99.1 | Press Release dated November 16, 2023 of The Clorox Company |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
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 CLOROX COMPANY | ||
| Date: November 16, 2023 | By: | /s/ Angela Hilt |
| Angela Hilt | ||
| Executive Vice President – Chief Legal Officer | ||
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Exhibit 99.1
Clorox
Board Names Linda Rendle Chair; Matthew Shattock to Become
Lead Independent Director
OAKLAND, Calif., Nov.16, 2023 – The Clorox Company (NYSE: CLX) today announced that its board of directors has elected CEO Linda Rendle to the role of chair of the board of directors, effective Jan. 1, 2024, and that Matthew Shattock, Clorox’s current board chair, will become lead independent director.
Rendle has served as CEO of Clorox and a member of the board of directors since September 2020. Shattock, a seasoned consumer packaged goods executive, became the company’s board chair on Feb. 15, 2021, and has been a member of the board of directors since 2018. As lead independent director, Shattock will retain significant responsibilities, including approving board meeting agendas, overseeing meetings of the independent directors, and leading CEO and board performance evaluations.
“Linda has demonstrated exceptional leadership of Clorox over the past three years as CEO,” said Shattock. “She has successfully guided the company through the pandemic, navigated a persistently challenging post-pandemic macroeconomic environment and a complex cybersecurity attack, and strengthened Clorox’s competitive position through the activation of a digital and organizational transformation. The board is confident that adding Board Chair to Linda’s role will enable her to continue to accelerate the meaningful changes she has already initiated to create a stronger, more resilient company.”
“I am honored to have the confidence of the board to serve as Clorox’s next board chair and am grateful to Matt for his support and guidance,” said Rendle. “Matt has provided incredibly valuable strategic perspective and insights, especially around our operational transformation, and I’m confident that will continue in his role as lead independent director. On behalf of the board, we thank him for his leadership and look forward to continuing to benefit from his vast industry and strategic transformation experience.”
Rendle is a 20-year veteran of Clorox—holding numerous senior leadership roles including president and executive vice president – Cleaning, International, Strategy and Operations, among others—where she developed deep business and functional expertise and oversaw the development of the company's IGNITE strategy. Before joining Clorox, Rendle worked for Procter & Gamble, where she held several positions in sales management. Rendle is on the board of directors of Visa Inc. and the Consumer Brands Association.
About The Clorox
Company
The Clorox Company (NYSE: CLX) champions people to be well and thrive every single day. Its trusted brands, which include Brita®,
Burt's Bees®, Clorox®, Fresh Step®, Glad®, Hidden Valley®, Kingsford®, Liquid-Plumr®, Pine-Sol® and Natural
Vitality®, can be found in about nine of 10 U.S. homes and internationally with brands such as Ayudin®, Clorinda®, Chux®
and Poett®. Headquartered in Oakland, California, since 1913, Clorox was one of the first U.S. companies to integrate ESG into its
business reporting. In 2023 the company was ranked No. 1 on Barron's 100 Most Sustainable Companies list.
Visit thecloroxcompany.com to learn more.
CLX-C
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