Clorox Co 8-K, filed Nov 18, 2020
Clorox Co (CLX)
About this 8-K
Clorox Co filed this 8-K on November 18, 2020.
Items reported
- Item 5.07: Shareholder vote results
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
THE CLOROX COMPANY
(Exact name of registrant as specified in its charter)
____________________
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(Commission File Number) | (I.R.S. Employer Identification No.) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On November 18, 2020, The Clorox Company (the “Company”) held its virtual annual meeting of shareholders. The matters voted on and the results of the vote were as follows:
| 1. | The Company’s shareholders elected the following directors to each serve until the next Annual Meeting of Shareholders or until a successor is duly elected and qualified. |
| Number of Votes | ||||||||
| For | Against | Abstain | Broker Non-Votes | |||||
| Amy Banse | 89,023,603 | 302,112 | 259,772 | 21,538,945 | ||||
| Richard H. Carmona | 85,307,235 | 3,797,639 | 480,613 | 21,538,945 | ||||
| Benno Dorer | 87,560,509 | 1,731,105 | 293,873 | 21,538,945 | ||||
| Spencer C. Fleischer | 87,246,864 | 2,033,146 | 305,477 | 21,538,945 | ||||
| Esther Lee | 88,980,377 | 325,623 | 279,487 | 21,538,945 | ||||
| A.D. David Mackay | 88,823,687 | 451,353 | 310,447 | 21,538,945 | ||||
| Paul Parker | 88,965,302 | 304,046 | 316,139 | 21,538,945 | ||||
| Linda Rendle | 89,035,194 | 293,690 | 256,603 | 21,538,945 | ||||
| Matthew J. Shattock | 88,708,143 | 354,382 | 522,962 | 21,538,945 | ||||
| Kathryn Tesija | 88,904,660 | 421,303 | 259,524 | 21,538,945 | ||||
| Pamela Thomas-Graham | 84,648,396 | 4,651,174 | 285,917 | 21,538,945 | ||||
| Russell Weiner | 88,773,683 | 490,423 | 321,381 | 21,538,945 | ||||
| Christopher J. Williams | 88,791,577 | 470,677 | 323,233 | 21,538,945 | ||||
| 2. | The Company’s shareholders voted for (on an advisory basis) the approval of the compensation of the Company’s named executive officers. |
| Number of Votes | ||||||
| For | Against | Abstain | Broker Non-Votes | |||
| 81,237,663 | 7,477,279 | 870,349 | 21,539,141 | |||
| 3. | The Company’s shareholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2021. |
| Number of Votes | ||||||
| For | Against | Abstain | Broker Non-Votes | |||
| 108,501,462 | 2,269,234 | 353,736 | 0 | |||
| 4. | The Company’s shareholders did not approve the proposed amendment to the Company’s Restated Certificate of Incorporation to eliminate the supermajority voting provision. Under the Company’s Restated Certificate of Incorporation, the affirmative vote of at least 80% of the outstanding voting stock is required to approve this proposal. The 88,055,147 votes in favor of this proposal represented 69.86% of the total outstanding shares of common stock. |
| Number of Votes | ||||||
| For | Against | Abstain | Broker Non-Votes | |||
| 88,055,147 | 878,351 | 651,793 | 21,539,141 | |||
Item 8.01 Other Events.
On November 18, 2020, the shareholders of the Company elected Paul Parker to the Board of Directors of the Company. A press release announcing the election of Mr. Parker is filed as Exhibit 99.1 and is incorporated herein in its entirety.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
See the Exhibit Index below.
EXHIBIT INDEX
| Exhibit | Description | |
| 99.1 | Press Release dated November 18, 2020 of The Clorox Company | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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 18, 2020 | By: | /s/ Laura Stein | |
| Executive Vice President – | ||||
| General Counsel and Corporate Affairs | ||||
| PRESS RELEASE |  |
Longtime Finance Leader and Life Sciences Executive Paul Parker Elected to Clorox Board
OAKLAND, Calif., Nov. 18, 2020 – The Clorox Company (NYSE:CLX) announced today that Paul Parker was formally elected to serve on its board of directors. Currently a corporate officer and senior vice president of strategy and corporate development for Thermo Fisher Scientific Inc., he has spent more than three decades within the financial services industry, with a focus on global mergers and acquisitions and investment banking.
“Paul’s deep experience in finance, M&A and strategy will contribute important perspective to the board going forward,” said Clorox lead independent director Pamela Thomas-Graham. “This expertise will be especially valuable as Clorox looks to build on its momentum and support its ambition of accelerating long-term growth.”
At Thermo Fisher, Parker, 57, is responsible for corporate strategy, mergers and acquisitions, corporate social responsibility, government relations, and digital marketing and e-commerce. He previously served as chairman of global M&A at Goldman Sachs & Co. and held senior finance leadership roles at Barclays and Lehman Brothers.
Additional information about The Clorox Company board of directors can be found at www.thecloroxcompany.com.
The Clorox Company
The Clorox Company (NYSE: CLX) is a leading multinational manufacturer and marketer of consumer and professional products with about 8,800 employees worldwide and fiscal year 2020 sales of $6.7 billion. Clorox markets some of the most trusted and recognized consumer brand names, including its namesake bleach and cleaning products; Pine-Sol® cleaners; Liquid-Plumr® clog removers; Poett® home care products; Fresh Step® cat litter; Glad® bags and wraps; Kingsford® charcoal; Hidden Valley® dressings and sauces; Brita® water-filtration products; Burt's Bees® natural personal care products; and RenewLife®, Rainbow Light®, Natural Vitality Calm™, NeoCell® and Stop Aging Now® vitamins, minerals and supplements. The company also markets industry-leading products and technologies for professional customers, including those sold under the CloroxPro™ and Clorox Healthcare® brand names. More than 80% of the company’s sales are generated from brands that hold the No. 1 or No. 2 market share positions in their categories.
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Clorox is a signatory of the United Nations Global Compact and the Ellen MacArthur Foundation’s New Plastics Economy Global Commitment. The company has been broadly recognized for its corporate responsibility efforts, listed No. 1 on the 2020 Axios Harris Poll 100 reputation rankings and included on the Barron’s 2020 100 Most Sustainable Companies list and the Human Rights Campaign’s 2020 Corporate Equality Index, among others. In support of its communities, The Clorox Company and its foundations contributed more than $25 million in combined cash grants, product donations and cause marketing in fiscal year 2020. For more information, visit TheCloroxCompany.com, including the Good Growth blog, and follow the company on Twitter at @CloroxCo.
Media Relations
Aileen Zerrudo
aileen.zerrudo@clorox.com
Naomi Greer naomi.greer@clorox.com
Investor Relations
Lisah Burhan
lisah.burhan@clorox.com
Scott Saul scott.saul@clorox.com
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