UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
CURRENT REPORT
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
The Board of Directors (the “Board”) of The Clorox Company (the “Company”) amended and restated the Company’s bylaws (the “Bylaws”), effective May 22, 2023, in connection with the effectiveness of new Securities and Exchange Commission (the “SEC”) rules regarding universal proxy cards and a periodic review of the Bylaws.
The amendments effected by the Bylaws are intended principally to add procedural and informational requirements for shareholders that intend to use the SEC’s Rule 14a-19 (“Universal Proxy Rule”) promulgated under the Securities Exchange Act of 1934, as amended.
Article I, Section 7 of the Bylaws has been amended to require that a shareholder directly or indirectly soliciting proxies from other shareholders must use a proxy card color other than white.
Article I, Section 10 of the Bylaws has been amended to require shareholders to provide additional background information and disclosures in connection with stockholder nominations of directors; to require that proposed nominees make themselves available for and submit to interviews, in substantially similar form to interviews conducted of any new director nominee, by the Board or any Board committee within ten (10) days following the date of a request; and to make certain representations to the Company and certify compliance with the Universal Proxy Rule.
Article I, Section 10A of the Bylaws has been amended to require that proposed nominees make themselves available for and submit to interviews, in substantially similar form to interviews conducted of any new director nominee, by the Board or any Board committee within ten (10) days following the date of a request.
Article IX has been added to the Bylaws to include emergency provisions that provide for the Board’s operating procedures during the time of an emergency as defined therein.
The amended and restated Bylaws include clerical and other conforming updates.
This description of the amendments to the Bylaws is qualified in its entirety by reference to the text of the Bylaws filed as Exhibit 3.2 to this Report.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
See the Exhibit Index below.
EXHIBIT INDEX
| Exhibit | Description | |
| 3.2 | Amended and Restated Bylaws | |
| 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: | May 26, 2023 | By: | Angela Hilt |
| Angela Hilt | |||
| Executive Vice President – Chief Legal Officer | |||