Clorox Company (The)
8-K on 11/18/2020   Download
SEC Document
SEC Filing
0000021076 false CLOROX CO /DE/ 0000021076 2020-11-17 2020-11-18 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

Washington, D.C. 20549


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

Date of Report (Date of earliest event reported): November 18, 2020

(Exact name of registrant as specified in its charter)

Delaware 1-07151 31-0595760
(State or other jurisdiction of
(Commission File Number) (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
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.

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       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)


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.


Date:    November 18, 2020       By:      /s/ Laura Stein
   Executive Vice President –
   General Counsel and Corporate Affairs