Shareholder Vote

8-K 1 clorox3500731-8k.htm 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 14, 2018 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) (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)) 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 14, 2018, The Clorox Company (the “Company”) held its annual meeting of stockholders in Oakland, California. The matters voted on and the results of the vote were as follows: 1. The Company’s stockholders elected the following directors to each serve until the next Annual Meeting of Stockholders or until a successor is duly elected and qualified. Number of Votes Broker Non- For Against Abstain Votes Amy Banse 85,816,075 660,986 207,845 26,142,634 Richard H. Carmona 83,716,533 2,742,920 225,454 26,142,634 Benno Dorer 83,321,009 2,021,266 1,342,632 26,142,634 Spencer C. Fleischer 85,620,028 834,246 230,632 26,142,634 Esther Lee 85,763,392 717,010 204,504 26,142,634 A.D. David Mackay 86,124,790 328,847 231,270 26,142,634 Robert W. Matschullat 84,271,213 2,199,971 213,722 26,142,634 Matthew J. Shattock 86,119,336 325,804 239,767 26,142,634 Pamela Thomas-Graham 84,456,107 2,037,020 191,780 26,142,634 Carolyn M. Ticknor 83,495,032 2,996,709 193,165 26,142,634 Russell Weiner 85,505,783 941,659 237,464 26,142,634 Christopher J. Williams 85,527,598 923,950 233,358 26,142,634 2. The Company’s stockholders 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 80,584,973 5,330,744 769,021 26,142,802 3. The Company’s stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2019. Number of Votes For Against Abstain Broker Non-Votes 110,800,203 1,657,448 369,889 0 4. The Company’s stockholders 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 85,205,070 votes in favor of this proposal represented 66.73% of the total outstanding shares of common stock. Number of Votes For Against Abstain Broker Non-Votes 85,205,070 959,141 520,695 26,142,634 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 15, 2018 By: /s/ Laura Stein Executive Vice President – General Counsel and Corporate Affairs