Form 8-K - Current report

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 20, 2024

THE CLOROX COMPANY
(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
incorporation)		Identification No.)

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

[phone]
(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 20, 2024, 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, and (3) ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2025.

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
Stephen B. Bratspies		88,574,185	420,571		210,942		17,145,925
Pierre R. Breber		88,583,063	415,714		206,922		17,145,925
Julia Denman		88,472,706	543,421		189,572		17,145,925
Spencer C. Fleischer		87,205,016	1,796,214		204,469		17,145,925
Esther Lee		85,346,195	3,664,298		195,206		17,145,925
A.D. David Mackay		88,390,870	612,443		202,385		17,145,925
Stephanie Plaines		88,432,195	587,490		186,014		17,145,925
Linda Rendle		84,229,786	4,419,727		556,185		17,145,925
Matthew J. Shattock		87,379,925	1,623,635		202,138		17,145,925
Russell J. Weiner		88,356,468	636,204		213,027		17,145,925
Christopher J. Williams		87,694,853	1,305,769		205,076		17,145,925

2.

Advisory Vote on the Approval of Named Executive Officers Compensation:

Number of Votes
For		Against		Abstain		Broker Non-Votes
83,241,298		5,474,458		489,942		17,145,925

3.

Ratification of the selection of Ernst & Young LLP as the Company’s independent auditor for 2025.

Number of Votes
For		Against		Abstain		Broker Non-Votes
101,119,064		4,974,815		257,744		0

2

 

Item 8.01 Other Events.

On November 20, 2024, the shareholders of the Company elected Stephen B. Bratspies and Pierre R. Breber to the Board of Directors of the Company. A press release announcing the election of Messrs. Bratspies and Breber 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 20, 2024 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 21, 2024	By:	/s/ Angela Hilt
			Angela Hilt
			Executive Vice President – Chief Legal Officer and Corporate Secretary

 

4

 

Exhibit 99.1

PRESS RELEASE

Clorox Announces Election of Stephen Bratspies
and Pierre Breber to its Board of Directors

OAKLAND, Calif., November 20, 2024 — The Clorox Company (NYSE: CLX) today announced the election of Stephen Bratspies and Pierre Breber, effective as of today, to its board of directors, adding deep leadership, operational and financial experience that aligns with Clorox’s strategic priorities.

Bratspies, 57, brings strong executive leadership experience, including as chief executive officer of Hanesbrands. He also holds considerable operational, merchandising and marketing expertise from senior leadership roles with Walmart, Specialty Brands and PepsiCo. Bratspies’ significant customer, retail and consumer packaged goods industry background enables him to provide valuable perspective on the Company’s strategy, business and growth. Bratspies also serves on the Board of Hanesbrands.

Breber, 60, brings extensive financial and accounting expertise, including as chief financial officer at Chevron where he held numerous executive, commercial, operational and international leadership roles. He also possesses broad experience in strategic transformation and growth initiatives, which support Clorox’s strategic objectives. Breber also serves on the Boards of PACCAR and Southwest Airlines.

“We are honored to add Stephen and Pierre and their exceptional experience to our Board,” said Linda Rendle, chair and chief executive officer of The Clorox Company. “Their fresh perspectives and deep backgrounds in driving enterprise growth and transformation will be an immense asset as we continue advancing Clorox’s strategy for long-term value creation.”

Bratspies is expected to serve on the Audit committee and Breber is expected to serve on the Audit and the Nominating, Governance and Corporate Responsibility committees. As previously disclosed in Clorox’s proxy statement, Amy Banse, Paul Parker and Kathryn Tesija did not stand for re-election at the annual meeting of stockholders. All other nominees were elected to new terms as directors. This now brings the current number of Board members to 11.

Additional information about The Clorox Company board of directors can be found at www.thecloroxcompany.com

About The Clorox Company

The Clorox Company (NYSE: CLX) champions people to be well and thrive every single day. Its

 

 

trusted brands include Brita®, Burt's Bees®, Clorox®, Fresh Step®, Glad®, Hidden Valley®, Kingsford®, Liquid-Plumr® and Pine-Sol® as well as international brands such as Clorinda®, Chux® and Poett®. Headquartered in Oakland, California, since 1913, Clorox was one of the first in the U.S. to integrate ESG into its business reporting. In 2024 the company was ranked No. 1 on Barron’s 100 Most Sustainable Companies list for the second consecutive year. Visit thecloroxcompany.com to learn more.

CLX-C

Contacts:

Media Relations:

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Investor Relations:

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Cover	Nov. 20, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 20, 2024
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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