Annual General Meeting Transcript - CLX 2025-11-19

Operator

Hello and welcome to the Annual Meeting of Shareholders of The Clorox Company. Please note that today's meeting is being recorded. The meeting agenda and the rules of conduct are available on the meeting website. You may submit questions or comments at any time during the meeting by clicking on the Q&A icon at the top of your screen. Questions that are pertinent to meeting matters will be addressed during the designated Q&A portion of the meeting. It is now my pleasure to turn today's meeting over to the Chair and Chief Executive Officer of the Clorox Company, Linda Rendell. Ms. Rendell, the floor is yours.

Linda Rendle, CEO

Good morning. I'm Linda Rendell, Chair and Chief Executive Officer of the Clorox Company. On behalf of the Board of Directors, I'd like to thank you for attending our 2025 Annual Meeting of Shareholders. In addition to my fellow board members, I am joined today by Angela Hiltz, our Chief Legal and External Affairs Officer and Corporate Secretary, and Sarah Chin from our Corporate Communications Team, who will assist us with the Q&A portion of our meeting. Representatives from Ernst & Young LLP, the company's independent registered accounting firm, are also on the line today. Today's meeting may contain forward-looking statements and non-GAAP measures. Please review the language that's currently displayed on the screen regarding

Linda Rendle, CEO

these items. After we conduct the formal portion of our meeting, I will provide a business update,

Linda Rendle, CEO

and we will then proceed to Q&A. Notice of the meeting was sent to each shareholder of record, and a quorum is present online or by proxy. Each shareholder on September 22, 2025, the record date for this meeting, is entitled to vote at this meeting. The meeting is now called to order. Bridget Huerta, on behalf of Computershare, the company's transfer agent, has been appointed inspector of election for this meeting she is on the line today and will supervise the voting i now declare the polls open you may vote your shares online anytime during this meeting until the polls close by clicking on the vote icon on the meeting center section of the screen and following the prompts the polls will close after all proposals have been presented to expedite the flow of business each of the items of business to be acted upon by shareholders will be proposed and the order set forth in the proxy statement, but the vote on each item will be deferred until all items of business have been presented. The first matter of business to be considered is the election of directors. The following individuals have been nominated for election to the Board of Directors. Gina Boswell, Steven Bradsby, Pierre Breber, Julia Denman,

Linda Rendle, CEO

Esther Lee, David Mackay, Stephanie Plains, Linda Rendell, Matthew Shattuck, Russell Wiener, and Christopher Williams.

Linda Rendle, CEO

The Board of Directors recommends that shareholders vote for the election of each of the director nominees. The second item of business is approval, on an advisory basis, of the compensation of the company's named executive officers, as set forth in our proxy statement. The Board of Directors recommends that shareholders vote for the advisory vote on executive compensation. The third item of business is ratification of the selection of Ernst & Young LLP as the company's independent auditors for the fiscal year ending June 30, 2026. The Board of Directors recommends that shareholders vote for the ratification of the selection of Ernst & Young as the company's independent auditors.

Linda Rendle, CEO

That concludes the matters to be voted on as outlined in the notice of the annual meeting.

Linda Rendle, CEO

At this time, any shareholder who has not yet voted or wishes to change their vote may do so by clicking on the vote icon on the meeting center section of the screen and following the prompts. If you have returned your proxy card, voted by telephone, or voted online, you do not need to take any further action unless you wish to change your vote. We will now take a short pause to allow for any shareholders who have not yet

Linda Rendle, CEO

voted to do so. I now declare the polls closed. I will now announce the results

Linda Rendle, CEO

of the voting. I'm advised by the inspector of election that based on the preliminary vote results, all 11 director nominees have received the requisite number of votes to be elected. The compensation of the company's named executive officers as set forth in our proxy statement has been approved by advisory vote. And the selection of Ernst & Young as our independent registered accounting firm for fiscal year 2026 has been ratified. As noted, these are preliminary voting results. We will report our final results in the coming days on a Form 8-K filed with the Securities and Exchange Commission. That concludes the formal business of our meeting, and the meeting

Linda Rendle, CEO

is now adjourned. I am now going to spend a few minutes providing an update on our business. Small performance this past year reflected resilience in the face of complexity as we

Linda Rendle, CEO

continue to advance our Ignite strategy while navigating the remaining impacts from the August 2023 cyber attack and macroeconomic and geopolitical uncertainties. Importantly, we continue to enhance our portfolio of superior leading brands, growing overall market share and organic sales, delivering gross margin expansion, and achieving solid adjusted EPS growth. We did this while successfully preparing to implement our enterprise resource planning system transition in the U.S. and executing on our sustainability priorities. Fueled by our strategy and guided by our values, we're taking the right steps to position Clorox for the future, all while being more consumer-obsessed, faster, and leaner. Here is a brief financial summary and enterprise highlights from the past fiscal year. Net sales were flat, while organic sales increased 5%. This was mostly due to incremental shipments in support of our ERP transition, but that was partially offset by less favorable pricing and promotions. Through operational improvements and cost-saving measures, gross margin improved 220 basis points, returning to pre-pandemic levels. These gains were partly offset by higher promotions, mix, and increased manufacturing and logistics costs. We achieved another year of double-digit adjusted EPS growth, increasing by 25%, driven mainly by the incremental shipments in support of our ERP transition. Additionally, we introduced innovations across our major brands using AI-driven digital systems, accelerating our product development process and enhancing consumer experiences. Our personalized advertising boosted trust and relevance, delivering a strong return on investments. With our digital transformation and operating model acting as catalysts for more efficient and consumer-centered ways of working, we built the skills and culture that empower our teams to move faster, adapt more effectively, and succeed together. We also continue to strengthen our core and adapt to consumer trends for long-term brand relevance. Recent actions, including selling the Better Health Vitamins, Minerals, and Supplements business and preparing to take full control of GLAAD after ending our venture with Procter & Gamble in January 2026, position us for steady, profitable growth. While there's still more work to do, we remain focused on driving profitable category growth, maintaining margin discipline, and creating long-term value. Clorox remains a strong generator of cash, delivering free cash flow of 11% for the year. For more than 20 years, we've increased our dividend annually, including our most recent increase to $1.24 per share. We're proud of this long history of strong cash generation, which gives us the financial flexibility to manage the near term while also investing in the future. Our fiscal year 2026 plan sets a strong foundation for new, scalable innovation platforms as we reinvigorate category growth and drive solid margin and earnings performance. We are maintaining our full year outlook for net sales, gross margin, and adjusted EPS. However, the impact of order fulfillment challenges experienced early in the year due to our ERP transition keeps our current expectations closer to the lower end of these ranges. This guidance also reflects slightly lower input costs and a strengthened demand creation plan to support share and sales growth in the second half of the fiscal year. Looking ahead, we expect a continued dynamic environment and a heightened consumer expectation as they continue to seek brands that offer superior experiences and value. Ignite positions us to meet that call with greater personalization, speed, and innovation. I'm confident in our ability to deliver more consistent profitable growth and enhance long-term shareholder value. We will now be answering questions that were submitted prior to and during the meeting and are consistent with the rules of conduct for this meeting. If we are not able to respond to all questions due to time constraints, we will post responses to those questions on our investor relations website after the meeting. Sarah, do we have any questions? Yes, we have some questions.

Sarah Chin, Analyst — Corporate Communications

The first question is, is inflation still a problem for Clorox? How has the new administration's

Linda Rendle, CEO

tariff policies affected Clorox? Yes, thank you. So our fiscal year 26 outlook includes moderate inflation mostly due to supply chain inflation and higher commodities but this level of inflation inclusive of tariffs is well within our ability to deal with our current cost savings program and how we think about our margin transformation efforts this is in contrast to what we experienced for a couple of years post-covid where we were experiencing significant inflation that was impacting our business and impacted our gross margin by over 900 basis points. Since that time, through our enhanced margin transformation efforts, we were able to fully recover that impact and our gross margin levels returned to pre-pandemic at the end of fiscal year 25. So we'll see what the environment has to hold for us moving forward, but right now we anticipate it to continue to be moderate. And as it relates to tariff specifically, we tend to manufacture our products where the consumer is, meaning we have less exposure to tariffs than many people might have. And we've been able to mitigate much of that impact through making additional supply chain choices, thinking about price pack architecture and other parts of our toolbox. And although it is impacting and having an inflationary effect, it is rather

Sarah Chin, Analyst — Corporate Communications

moderate for our company. The next question is, are the consumers trading down to lower priced

Linda Rendle, CEO

products? Consumers are under a significant amount of stress right now, and that's a comment related to their overall shopping behaviors, not just to the Clorox basket of goods that they purchase. And we are seeing consumers behaving consistent with them being under more economic stress. So in aggregate, we are seeing consumers look for more value, and that happens in a number of ways. Some consumers are buying larger sizes, and that allows them to get a better price per use. We're seeing some consumers trading down to smaller sizes because they just have a certain out-of-pocket amount for that shopping trip. But what we're not seeing in our portfolio is any material trading to private label, to other brands given value. What we're seeing is trading within our own portfolio as they shop in different locations. They're shopping more at club, they're shopping more online, more in mass, but we continue to watch this very closely and we're laser focused on ensuring that we continue to enhance our value for consumers. And at this time, the value of our portfolio, which we measure through a proprietary measure, is still significantly higher than it was pre-COVID, with about 60% of our portfolio deemed superior by consumers, and we'll continue to focus on enhancing that over time.

Sarah Chin, Analyst — Corporate Communications

Okay. We have received a number of questions related to our strategy and what we are doing to accelerate sales performance. Thanks, Sarah. So, as it relates to our overall strategy,

Linda Rendle, CEO

we released our Ignite strategy back in 2019, and that strategy was aimed to accelerate the performance of the company while, in addition, making it stronger and more resilient. And certainly, there have been a number of issues outside of our control over the last few years, And Ignite has helped us go through those events and come out strong on the other side. So whether it be the impact that we had from COVID, where we saw tremendous sales increases and changes in consumer behaviors, to the post-COVID normalization of volume, significant record-setting inflation for a number of years on the business, and then what we saw, unfortunately, with our cyber attack as criminals attacked our company back in 2023. And then what we're seeing now from consumers, Ignite has guided us. And what we're feeling really great about is some of the things that are starting to come to fruition, like our technology transformation, our margin transformation efforts, and our efforts on innovation that are all starting to pay dividends. I already covered our ability to recover all of the impact that we had from inflation over the last few years through our enhanced margin transformation efforts, returning our gross margin levels We expect to grow EBIT margin consistent with what we have outlined in our Ignite strategy, 25 to 50 basis points. As it relates to our technology transformation, everyone at Clorox, as we've implemented our new ERP and tools and technology, is working differently. We're working faster and being able to address consumer needs more quickly. And then finally, I'll point to innovation, which is the lifeblood of our company. and we have significantly increased the incremental sales that we deliver from innovation and we feel very good about our back half plans where we've increased our advertising spending behind innovation. We have some new platforms across our businesses that will give multi-year ability for us to invest in those businesses and we'll talk more about those as we release our third our second quarter earnings in February but we feel like that program is really starting to take hold and were able to give superior value to consumers through innovation in a time that they need it most. So with that, I feel optimistic about the road ahead, but we're also very clear-sighted that this is an incredibly difficult environment with consumers under a lot of strain. But with that, we're seeing them continuing to respond to our brands. We're glad to have some of these one-time things behind us, and we are laser-focused on executing our strategy.

Sarah Chin, Analyst — Corporate Communications

Okay, and we have a question asking about the ERP rollout.

Linda Rendle, CEO

Yes. So we discussed this during our last earnings release. And for those of you who are not aware, we've been under a technology transformation for a number of years that included rebuilding the foundation of our company's technology, which is our ERP. And we went live with that in the U.S. in our first quarter of this fiscal year. And overall, most of that implementation went exactly as planned. However, we did have some challenges in the order to cash, and that's when customers placed orders and we're shipping that to them that got a little bumpy, resulting us in having a period of out-of-stocks in Q1. We have since largely recovered from that. We feel like that's well behind us. We have implemented a second round of that ERP in our manufacturing sites that went without any note, and we have our third and final round coming up here in the back half of the year and feeling good about that execution. So, we obviously want to implement anything we do flawlessly, but if I take a step back and look at the size and sheer difficulty of the transformation that we had ahead of us or behind us, it was very difficult, and unfortunately, we had some bumps, but we feel good that we've gotten past those and that most importantly this sets our company up to utilize this technology to drive continued margin improvement to drive sales innovation speed and allows us to take better advantage of the amazing capabilities that are out there in technology now like AI gen AI etc so overall feel very good about where we are we're past the biggest bump and hurdle in q1 and looking forward to getting value from it

Sarah Chin, Analyst — Corporate Communications

the years to come. We acknowledge that additional questions have been submitted. However, we have reached the end of our allotted time. As stated in our proxy statement, responses to any questions that comply with the rules of the meeting but could not be addressed today will be posted in the investor relations section of the company's website as soon as practicable after the meeting.

Linda Rendle, CEO

That concludes the 2025 Clorox Annual Meeting of Shareholders. On behalf of everyone at Clorox, Thank you for participating in today's meeting and for continuing to put your trust in our company.

Operator

This concludes the meeting. Thank you for your participation and you may now disconnect.