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
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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 | ||||
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| 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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