Shareholder Vote · Company Update

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 2   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) 3   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 4