CLX Clorox Co

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 15, 2023

THE CLOROX COMPANY
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)

1-07151 (Commission File Number)

31-0595760 (I.R.S. Employer Identification No.)

1221 Broadway, Oakland, California 94612-1888
(Address of principal executive offices)    (Zip code)

(510) 271-7000
(Registrant's telephone number, including area code)

Not applicable

(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
Common Stock - $1.00 par value	CLX	New York Stock Exchange

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.

(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

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)

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

 

Exhibit 99.1

Clorox Board Names Linda Rendle Chair; Matthew Shattock to Become
Lead Independent Director

OAKLAND, Calif., Nov.16, 2023 – The Clorox Company (NYSE: CLX) today announced that its board of directors has elected CEO Linda Rendle to the role of chair of the board of directors, effective Jan. 1, 2024, and that Matthew Shattock, Clorox’s current board chair, will become lead independent director.

Rendle has served as CEO of Clorox and a member of the board of directors since September 2020. Shattock, a seasoned consumer packaged goods executive, became the company’s board chair on Feb. 15, 2021, and has been a member of the board of directors since 2018. As lead independent director, Shattock will retain significant responsibilities, including approving board meeting agendas, overseeing meetings of the independent directors, and leading CEO and board performance evaluations.

“Linda has demonstrated exceptional leadership of Clorox over the past three years as CEO,” said Shattock. “She has successfully guided the company through the pandemic, navigated a persistently challenging post-pandemic macroeconomic environment and a complex cybersecurity attack, and strengthened Clorox’s competitive position through the activation of a digital and organizational transformation. The board is confident that adding Board Chair to Linda’s role will enable her to continue to accelerate the meaningful changes she has already initiated to create a stronger, more resilient company.”

“I am honored to have the confidence of the board to serve as Clorox’s next board chair and am grateful to Matt for his support and guidance,” said Rendle. “Matt has provided incredibly valuable strategic perspective and insights, especially around our operational transformation, and I’m confident that will continue in his role as lead independent director. On behalf of the board, we thank him for his leadership and look forward to continuing to benefit from his vast industry and strategic transformation experience.”

Rendle is a 20-year veteran of Clorox—holding numerous senior leadership roles including president and executive vice president – Cleaning, International, Strategy and Operations, among others—where she developed deep business and functional expertise and oversaw the development of the company's IGNITE strategy. Before joining Clorox, Rendle worked for Procter & Gamble, where she held several positions in sales management. Rendle is on the board of directors of Visa Inc. and the Consumer Brands Association.

About The Clorox Company
The Clorox Company (NYSE: CLX) champions people to be well and thrive every single day. Its trusted brands, which include Brita®, Burt's Bees®, Clorox®, Fresh Step®, Glad®, Hidden Valley®, Kingsford®, Liquid-Plumr®, Pine-Sol® and Natural Vitality®, can be found in about nine of 10 U.S. homes and internationally with brands such as Ayudin®, Clorinda®, Chux® and Poett®. Headquartered in Oakland, California, since 1913, Clorox was one of the first U.S. companies to integrate ESG into its business reporting. In 2023 the company was ranked No. 1 on Barron's 100 Most Sustainable Companies list. Visit thecloroxcompany.com to learn more.

CLX-C  

Contacts:  

Media: corporate.communications@clorox.com 

Investors: investorrelations@clorox.com  

v3.23.3

Cover	Nov. 15, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 15, 2023
Entity File Number	1-07151
Entity Registrant Name	THE CLOROX COMPANY
Entity Central Index Key	0000021076
Entity Tax Identification Number	31-0595760
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1221 Broadway
Entity Address, City or Town	Oakland
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94612-1888
City Area Code	510
Local Phone Number	271-7000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock - $1.00 par value
Trading Symbol	CLX
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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