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)
____________________
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip code)
(
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
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:
| Written communications pursuant to Rule 425 Under the Securities Act (17 CFR 230.425) | ||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered |
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).
Emerging growth company
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 | ||||