Current Report Filing (8-k)
November 17 2016 - 4:31PM
Edgar (US Regulatory)
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, 2016
THE CLOROX
COMPANY
(Exact name of registrant
as specified in its charter)
Delaware
|
1-07151
|
31-0595760
|
(State or other jurisdiction of
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(Commission File Number)
|
(I.R.S. Employer
|
incorporation)
|
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Identification
No.)
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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))
Item 5.02
|
Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
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(b) On November 14, 2016,
Thomas D. Johnson, Vice President - Global Business Services and Chief
Accounting Officer of The Clorox Company (the Company), provided notice of his
intention to retire from the Company on March 1, 2017, following 28 years of
service with the Company.
(c) On November 15, 2016, the
Board of Directors of the Company appointed Jeff Baker, age 47, as Principal
Accounting Officer, effective March 1, 2017. Mr. Baker will replace Thomas D.
Johnson, who announced his intention to resign effective as of March 1, 2017, as
disclosed above. Mr. Baker will take over Mr. Johnsons duties as Principal
Accounting Officer on March 1, 2017, and will have the title Vice President
Chief Accounting Officer & Corporate Controller.
Mr. Baker is currently the
Companys Vice President Corporate Controller, a position he has held since
August 2014. In this role, he is responsible for the Companys financial
reporting process, including accounting policy development and implementation,
the account close process, consolidation of worldwide financial results,
designing and implementing financial reporting controls and reporting to the
Securities and Exchange Commission. Mr. Baker has extensive accounting expertise
and has been deeply involved in the Companys accounting matters since joining
the Company in 2014. Prior to joining the Company, Mr. Baker held positions of
Corporate Controller and Director of Finance at Cree, Inc., a publicly-traded
manufacturer of LED consumer and industrial products from August 2008 to July
2014.
Any changes to Mr. Bakers
compensation arrangement in connection with the appointment described above have
not yet been determined.
Mr. Baker has no familial
relationships nor related party transactions with the Company that would require
disclosure under Items 401(d) or 404(a) of Regulation S-K (17 CFR 229.401(d) and
229.404(a)) in connection with his appointment described above.
Item 5.07 Submission of
Matters to a Vote of Security Holders.
On November 16, 2016, 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.
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|
The Companys stockholders elected the
following directors to each serve until the next Annual Meeting of
Stockholders or until a successor is duly elected and
qualified.
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Number of Votes
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For
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Against
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Abstain
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Broker
Non-Votes
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Amy
Banse
|
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85,604,869
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613,374
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340,000
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27,628,726
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Richard H.
Carmona
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|
82,943,062
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3,390,320
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|
224,861
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|
27,628,726
|
Benno
Dorer
|
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81,620,012
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3,155,098
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|
1,783,133
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27,628,726
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Spencer C.
Fleischer
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85,067,969
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1,130,140
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360,135
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27,628,726
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Esther
Lee
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85,214,923
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|
1,169,683
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|
173,637
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27,628,726
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A.D. David
Mackay
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85,955,205
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322,552
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280,486
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27,628,726
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Robert W.
Matschullat
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84,454,990
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1,905,303
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|
197,950
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27,628,726
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Jeffrey
Noddle
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85,610,733
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659,513
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287,997
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27,628,726
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Pamela
Thomas-Graham
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85,201,494
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1,131,619
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225,129
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27,628,726
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Carolyn M.
Ticknor
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84,360,979
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2,004,966
|
|
192,298
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|
27,628,726
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Christopher J.
Williams
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84,871,731
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1,426,413
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260,099
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27,628,726
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2.
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The Companys
stockholders voted for (on an advisory basis) the approval of the
compensation of the Companys named executive
officers.
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Number of Votes
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For
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Against
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Abstain
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Broker Non-Votes
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80,607,529
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5,185,513
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765,202
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27,628,726
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3.
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The Companys stockholders ratified the
selection of Ernst & Young LLP as the Companys independent registered
public accounting firm for the fiscal year ending June 30,
2017.
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Number of Votes
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For
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Against
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Abstain
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Broker
Non-Votes
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112,036,221
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1,665,243
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485,506
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0
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4.
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The Companys
stockholders voted against the stockholder proposal to reduce threshold to
call special meetings to 10% of outstanding
shares.
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Number of Votes
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For
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Against
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Abstain
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Broker
Non-Votes
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34,709,957
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51,130,320
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717,966
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27,628,726
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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
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Date:
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November 17, 2016
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By:
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/s/ Laura Stein
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Executive Vice President
General Counsel and Corporate Affairs
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