Electronic
Delivery of Proxy Materials
We
encourage our shareholders to enroll in voluntary e-delivery of future proxy materials. We believe that this process expedites
shareholders’ receipt of these materials, lowers the costs of our Annual Meeting and reduces the environmental impact of
mailing printed copies.
If
you are a Registered Shareholder (you own shares in your own name through our transfer agent, Computershare Trust Company,
N.A.): visit www.computershare.com and log into your account to enroll.
If
you are a Beneficial Owner (you own shares through a broker, bank or any other account):
If you hold shares beneficially, please follow the instructions provided to you by your broker, bank, trustee or nominee.
If
you have questions about how to vote your shares, or need additional assistance, please contact Innisfree M&A Incorporated,
who is assisting us in the solicitation of proxies:
501
Madison Avenue, 20th Floor
New York, New York 10022
Shareholders
may call toll-free at (877) 750-9499
Banks
and brokers may call collect at (212) 750-5833
Director
Candidate Evaluation and Nomination
The
NGCRC engages in continuous Board succession planning and evaluation of Board composition, working closely with our Board in determining
the skills, experiences, and characteristics desired for the Board as a whole and for its individual members, and also screening
and recommending candidates for nomination by the full Board.
While
the Board has not established any specific minimum qualifications that a potential nominee must possess, director candidates,
including incumbent directors, are assessed based on criteria established by the NGCRC in light of the Company’s
long-term strategy, the skills and experience currently represented on the Board, legislative and regulatory developments,
corporate governance trends, and any specific needs identified in the NGCRC’s evaluation of Board composition, among
other considerations. The NGCRC is responsible for recommending to the Board individuals to be selected as the
Company’s director candidates for election at the annual meeting of shareholders. The NGCRC uses a variety of methods
for identifying director candidates—which may come to the committee’s attention through management, current
directors, shareholders and other sources, including an external search firm.
| Criteria include: |
|
|
|
 |
Broad-based leadership
and relevant business skills and experiences |
|
|
Ability to devote
sufficient time to the Company’s affairs |
|
Prominence and reputation
in their professions |
|
|
Personal integrity and judgment |
|
Global business and social
perspective |
|
|
Diversity of thought, background
and experience |
|
Ability to effectively represent the long-term interests of our shareholders and
other stakeholders |
|
|
|
The
Board’s approach to refreshment is robust, combining experience and continuity with fresh perspectives. The Board strongly
believes that it is important to maintain Board continuity by including in its composition longer-tenured directors—who
have institutional memory and have worked with different CEOs and management teams— along with middle-tenured directors
and newer directors.
The
NGCRC focuses on achieving the right balance of director experience, diversity and tenure in evaluating new director candidates
and current directors for nomination. Further, the NGCRC carefully considers the ability of incumbent directors to continue to
contribute to the Board and the Company’s evolving needs, as part of the renomination process.
The Company’s Corporate Governance Guidelines
(Governance Guidelines) also provide that non-management directors whose personal circumstances change in a manner that affects
their ability to contribute to the Company, including a change in their principal position, primary job responsibilities, or personal
circumstances, must offer their resignation for the Board’s consideration, to ensure that current directors are still qualified
and have the capacity to perform their duties as a director, in light of other commitments.
The Board also has a Board Diversity Policy which
requires the NGCRC and any search firm they utilize to include diverse candidates who meet the Board membership criteria set forth
in the Governance Guidelines in any director candidate pool. See the Board Diversity Policy section of this proxy
statement for more information.
Board
Diversity Policy
The
Board views diversity as an important consideration in determining our optimal composition. The Board has a policy to consider
diversity as part of our overall Board membership criteria.
The
NGCRC has oversight of the implementation and delivery of the Board Diversity Policy, which guides and helps drive the Board’s
commitment to actively seek out diverse director candidates. This policy requires that our director candidate pools include women
and people of color who meet the Board membership criteria set forth in our Governance Guidelines. The policy recognizes that
in evaluating director candidates for the Board, the NGCRC considers many forms of diversity and whether the diversity of the
Board is appropriately reflective of the diversity of the Company’s stakeholders.
The
Board believes this policy supports the Company’s commitment to IDEA and its ability to adapt to ever-changing business
and policy environments.
Board Leadership
Structure
Board
determination of leadership structure. The Company’s Governance
Guidelines provide the Board with the flexibility to determine the appropriate Board leadership structure of the Company. Maintaining
flexibility on this structure allows the Board to choose the leadership structure that will best serve the interests of the Company
and its shareholders at that particular time, taking into account the Company’s current circumstances and anticipated needs,
as well as market practices and investor feedback, among other things. Accordingly, over the years, the Board has had a variety
of leadership structures.
Current
Board leadership structure. The current Board leadership structure is
comprised of a combined Board chair and CEO, a strong lead independent director, and independent Board committee chairs. The Board
believes that this structure provides an effective balance between strong Company leadership and independent oversight for the
management and oversight of the Company and is in the best interests of the Company and its shareholders today.
Combined
role of chair and CEO. Effective January 1, 2024, the Board appointed
Linda Rendle as chair and elected Matthew Shattock as lead independent director. In its determination to combine the chair and
CEO roles, the Board took into consideration factors including: Ms. Rendle’s knowledge of and experience with the Company;
her leadership skills driving strategy in her current role as CEO; and the strong, independent Board providing oversight of risks
and strategic direction. The Board believes that consolidating the roles of chair and CEO creates efficiencies, enhancing the
Board’s effectiveness in overseeing strategy and risk. As the Board member most closely connected to the business, the CEO
is best positioned to identify key business issues that require Board attention and, as Board chair, can efficiently direct the
Board’s focus to the most critical matters.
Election
of the lead independent director. To support effective governance and
maintain strong independent Board oversight, the Company’s Governance Guidelines require an independent director to serve
as lead independent director while the position of Board chair is held by a management director. Accordingly, Matthew Shattock
was elected lead independent director by the independent directors, concurrently with Linda Rendle assuming the role of chair.
Mr. Shattock previously served as independent chair from February 2021 to December 2023 and brings strong board and executive leadership
experience to the role, having previously served as non-executive board chair and a former public company CEO.
Corporate Governance
and Board Matters
The Clorox
Company Governance Guidelines
The
Board has adopted Governance Guidelines to reflect the Board’s views and the Company’s policies regarding significant
corporate governance matters, which the Board believes are leading practice. The Governance Guidelines present a framework for
the governance of the Company by setting forth the Board’s and the Board committees’ responsibilities, qualifications,
and operational matters and describing key matters. The NGCRC reviews the Governance Guidelines on an annual basis and recommends
changes to the Board based on current corporate governance leading practices and the Company’s needs.
The
Governance Guidelines can be found in the Corporate Governance section on the Company’s website at thecloroxcompany.com/
company/corporate-governance/governance-guidelines/, and are available in print to any shareholder who requests them from
The Clorox Company, c/o Corporate Secretary, 1221 Broadway, Oakland, CA 94612-1888.
Board Risk Oversight
The
Board is highly focused on oversight of the Company’s enterprise risks, including strategic risks and the risk
management process to ensure that it is properly designed, functioning effectively and consistent with our overall corporate
strategy. The Board is also focused on ensuring that the overall risk management approach is effective in strengthening our
corporate governance and setting the right tone for integrity, ethics and culture.
In
executing its risk oversight function, the Board considers the likelihood, magnitude and immediacy of the risks facing the
Company, which are informed by regular reports by management as well as the Company’s Enterprise Risk Management risk
assessment process (see Enterprise Risk Management further below). The Board may adjust the frequency and manner of
its oversight to reflect the nature of the risks facing the Company. The Board also draws on the judgment, backgrounds and
experiences of its directors in considering these risks. See the Director Skills & Experience section of this
proxy statement for more information on our director nominees’ skill attributes.
Risk Oversight
by Board Committees
The
Board implements its risk oversight function both as a full Board and also through its committees. The committees have been charged
with overseeing risks within their areas of responsibility as detailed below. These committees report regularly to the full Board
to facilitate appropriate risk oversight by the full Board. See Board Committees for additional information on the risk
oversight and management responsibilities of each committee.
ESG Governance
Clorox’s
ESG governance starts at the top—with robust oversight of our ESG strategy from the Board and implementation of our strategy
through a cross-functional approach that allows us to drive accountability for and execute toward our ESG priorities.
In
line with our commitment to continuously strengthening our governance practices, we continue to evolve our ESG governance to ensure
we are well-positioned to execute against our IGNITE strategy and drive long-term growth and value creation for our shareholders
and other stakeholders.
ESG
governance structure. In fiscal year 2023, we
created a new ESG Executive Committee, reporting to the CEO, which was designed to provide management direction and oversight
for the enterprise ESG goals. The ESG Executive Committee is led by our chief legal officer & corporate secretary and includes
the group presidents—which helps to embed business unit ownership of our ESG goals—as well as our chief people and
corporate affairs officer. It oversees the ESG Steering Team, which is led by our vice president—chief sustainability officer
and works with the business units to drive towards our enterprise ESG goals, as well as measure and track our progress. The Board,
through the NGCRC, continues to oversee our ESG
strategy. Over the past fiscal year, we have utilized the ESG governance structure to facilitate appropriate oversight and decision-making
that considers our ESG priorities.
ESG
disclosure committee. The ESG Disclosure Committee,
which was formed in 2022, is tasked with oversight of the Company’s ESG reporting and disclosures, including in its SEC
filings, monitoring regulatory changes and ESG disclosure trends, and evaluating the effectiveness of the Company’s controls
and procedures with respect to ESG disclosures, among other responsibilities. The committee meets at least quarterly and includes
participants from our legal, internal audit, corporate communications, finance, financial reporting controls and human resources
functions, as well as executives who have oversight of ESG matters.
ESG
materiality assessment. Clorox is committed to
focusing on ESG issues that are most important to our business and stakeholders. To assess these priorities, Clorox has conducted
ESG materiality assessments on a periodic basis since 2015. In fiscal year 2024, Clorox conducted a full ESG materiality assessment
to ensure our ESG priorities evolve in line with those of our stakeholders and to direct resources to the areas where we can be
most impactful. This assessment considered inputs such as corporate strategic choices, risks and opportunities, emerging and existing
regulations, ESG reporting frameworks, ESG raters and peer ESG efforts. Initial findings were then validated through an employee
survey that targeted executive and senior management, as well as interviews with a number of external stakeholders, including
investors. We expect to share the results of the refreshed ESG materiality assessment during fiscal year 2025.
Management
engaged Aon to obtain and aggregate compensation data for the compensation peer group in fiscal year 2024. This data was used to advise
the MDCC on setting target compensation for our NEOs for fiscal year 2024. FW Cook reviewed this information and performed an independent
compensation analysis of the compensation peer group data to advise the MDCC. Although
each individual component of executive compensation is reviewed, our overall goal is to target total direct compensation competitive
with the median of the compensation peer group. Other factors, such as an executive’s level of experience or scope of role, may
result in target total direct compensation for individual NEOs being set above or below this median range.
Executive
Compensation Governance
We
are focused on creating an effective compensation program that successfully aligns our key strategic objectives with the interests of
our shareholders. We believe our executive pay provides reasonable and appropriate incentives to our executive officers to achieve our
financial and strategic goals without encouraging them to take excessive risks in their business decisions. To reinforce this, we have
adopted policies that guide our compensation practices as summarized below.
| We Do… |
 |
Vary our incentive plans: We use different metrics and performance horizons for the goals within our annual and long-term incentive plans. |
|
Focus on financial measures relevant to shareholder value: We use economic profit as a rigorous long- term incentive metric and net sales, net earnings, and gross margin for our annual incentive metrics. |
|
Require meaningful ownership: We apply stringent stock ownership and retention guidelines for all our executives. |
|
Operate clawback provisions: Our annual and long-term incentive plans include clawback provisions; our clawback policy is robust and exceeds the NYSE requirements by enabling compensation recovery in the event of misconduct not related to a financial restatement. |
|
Use a double-trigger: Change-in-control provisions for all equity awards require both change in control and termination. |
|
Engage with shareholders: We have ongoing discussions with key institutional investors, including on the topic of compensation. |
|
Engage an independent consultant: The MDCC engages a consultant and assesses their independence annually. |
| We
Do Not… |
 |
Provide
employment contracts: All executives are employed at will. |
|
Reprice
stock options: Any stock option re-pricing would require shareholder approval in advance. |
|
Pay
unearned dividends: No dividends or dividend equivalents are paid on unvested equity awards. |
|
Pay
tax gross-ups: No tax gross-ups are provided by Clorox to executives under any circumstances. |
|
Provide
excessive benefits or perquisites: Benefits and perquisites are limited, reflecting market benchmarks. |
|
Permit
hedging or pledging: Our policy prohibits hedging and pledging of Clorox stock. |
|
Encourage
inappropriate risk-taking: The MDCC and its independent consultant annually review incentive design for unintended consequences. |
| |
|
| |
|
Tally
Sheets. To help ensure our executive compensation design is aligned with our overall compensation philosophy of pay for performance
and total compensation levels are appropriate, the MDCC annually reviews compensation tally sheets for each of our NEOs. These tally
sheets outline current target total compensation, the potential wealth creation of long-term incentive awards granted to our officers
under various potential stock prices, and the potential value of payouts under various termination scenarios. These tally sheets help
provide the MDCC with a comprehensive understanding of all elements of our compensation program and enable the MDCC to consider changes
to our compensation program, arrangements, and plans considering leading practices and emerging trends.
Stock
Award Granting Practices. Clorox typically grants long-term incentive awards each September at a regularly scheduled MDCC meeting.
The meeting date, or a later date as determined by the MDCC at the September meeting, is the effective grant date for the awards, and
the exercise/grant price is equal to the closing price of our common stock on the grant date.
The
MDCC may also occasionally grant equity-based awards at other times to recognize, retain, or recruit executive officers.
Fiscal
Year 2024 Compensation of Our Named Executive Officers
Base
Salary
The
MDCC generally seeks to establish base salaries for our NEOs competitive with the median of the compensation peer group. Salaries vary
in relation to each executive’s specific role, level of experience, and performance over time.
| Name |
FY
2024
Base Salary(1) |
Increase
in
FY 2024(2) |
| Linda
Rendle |
1,250,000 |
11% |
| Kevin
Jacobsen |
780,000 |
5% |
| Eric
Reynolds |
780,000 |
5% |
| Kirsten
Marriner |
675,000 |
4% |
| Angela
Hilt |
650,000 |
8% |
| (1) | Annualized
salary as of June 30, 2024. |
| (2) | Increase
relative to salary as of June 30, 2023. |
Generally,
the increases for NEOs were intended to address gaps to the median, reflecting increased tenure in their respective roles.
Annual
Incentives
Clorox
provides annual incentive awards to our NEOs under the AIP. Payouts under the AIP are based on the level of achievement of Company performance
goals set annually by the MDCC, subject to shareholder-approved maximums. These performance goals are tied to Board-approved corporate
financial performance goals and individual objectives.
The
AIP rewards enterprise financial performance and the individual performance of each of our NEOs. The amounts paid under the AIP are based
on the following factors:
| (1) | A
target value for each NEO, which is base salary multiplied by an annual incentive target
(Target Award). |
| (2) | Clorox’s
performance measured against pre-established corporate financial goals (Company Multiplier).
The Company Multiplier can range from 0% to 200% based on a quantitative assessment of Company
performance versus goals established by the MDCC at the beginning of the year. The MDCC retains
discretion to adjust the Company Multiplier to ensure alignment between pay and performance
and reflect shareholder interests. |
| (3) | Performance
of the operations or functions under the NEO’s responsibility (Individual Multiplier).
The Individual Multiplier can range from 0% to 150%. The Individual Multiplier is determined
by the MDCC and typically has a narrow range for executive officers, which makes its impact
on the total payout significantly smaller than the Company Multiplier: Over the past three
years, the range for Individual Multipliers for the NEOs was 100% to 105%, compared to 50%
to 179% for the Company Multiplier during the same period. |
Target
Award. Each year, the MDCC sets an annual incentive target level for each NEO as a percentage of their base salary, based on an assessment
of short-term incentive targets in the compensation peer group and other factors such as individual experience. The annual incentive
target level is typically set near the median of short-term incentive targets for comparable positions in the compensation peer group.
Company
Multiplier. At the beginning of each fiscal year, the MDCC sets financial goals for the AIP based on targets approved by the Board.
At the end of the year, the MDCC reviews Clorox’s results against the goals set at the beginning of the year and approves the final
Company Multiplier.
For
fiscal year 2024, the MDCC established goals for net customer sales, net earnings attributable to Clorox, and gross margin to drive sustainable,
profitable growth and short- and long-term total shareholder return. This combination of metrics effectively balances a focus on both
top-line and bottom-line performance. Consistent with our standard practice for over a decade, fiscal year 2024 targets for our AIP metrics
were initially expected to be set equal to our Board-approved fiscal year 2024 budget. Setting targets equal to budget aligns the AIP
with the Board’s approval of an appropriate expected outcome for the year and Clorox’s financial outlook as communicated
to investors at the beginning of each fiscal year.
However,
the August 2023 cyberattack, which occurred after the fiscal year 2024 budget was approved and before targets had been approved for
the AIP, caused wide-scale disruption to our operations and significantly impacted our ability to deliver the initial Board-approved
budget. Management assessed the likely impacts of the cyberattack and separated them into two categories: primary and extended.
Management recommended and the MDCC approved setting our targets below the Board-approved budget to account for our forecast of
primary impacts of the cyberattack only, requiring management to deliver on significant recovery efforts to offset the extended
impacts.
The
process described above resulted in a net customer sales target below our prior year actuals, and targets for net earnings attributable
to Clorox and gross margin above prior year actuals. Given the uncertainty in our forecasting during the height of the cyberattack and
the significant efforts required by management to meet the targets, the MDCC believes all targets were appropriately set at challenging
levels.
Despite
the headwinds of the cyberattack, continued inflation, and economic volatility in certain geographic markets, we over- delivered on net
earnings attributable to Clorox, gross margin, and major enterprise initiatives. However, with the benefit of hindsight, we concluded
our results on net customer sales were softer than expected given the pace of our recovery.
Based
on the originally approved fiscal year 2024 goals, the results for all three metrics exceeded target. Under the terms of the AIP, the
MDCC has discretion to adjust the final AIP funding amount as it deems appropriate and exercised such discretion in fiscal year 2024.
Given the uncertainty about the pace of our recovery when the MDCC approved the AIP targets shortly after the cyberattack, at fiscal
year end the MDCC used negative discretion to adjust the final AIP funding amount. In making this decision, the MDCC reflected on other
metrics and key factors to ensure alignment between pay and overall performance in fiscal year 2024. In addition to the formulaic calculation,
the MDCC considered the balance between top-line and bottom-line results and other key measures including market share and shareholder
value.
Fiscal
year 2024 financial goals for the AIP, the potential range of payouts for achieving those goals, and the results as determined by the
MDCC were as follows:
Annual Incentive
Financial Goals (in millions) |
| FY
2024 Goal |
Weight |
Threshold
(0%) |
Target
(100%) |
Maximum
(200%) |
Actual(1) |
Result(1) |
| Net
Customer Sales |
50% |
6,680 |
7,107 |
7,533 |
7,261 |
104% |
| Net
Earnings Attributable to Clorox |
30% |
223 |
272 |
321 |
547 |
200% |
| Gross
Margin |
20% |
35.8% |
39.8% |
43.8% |
43.4% |
185% |
| Company
Multiplier (after discretionary adjustment) |
|
|
|
|
|
100%(2) |
| (1) | Actual
and Result exclude the fiscal year 2024 net impact of the following items on net customer
sales, net earnings attributable to Clorox, and gross margin: divestiture of our Argentina
business unit, variance versus expectations when targets were set for the primary impacts
of the cyberattack, and variance from budget in expense associated with our digital transformation,
our streamlined operating model, our pension plan termination, foreign exchange, and accounting
for equity-based compensation. |
| (2) | Reflects
the MDCC’s exercise of discretion to reduce the Company Multiplier. |
Individual
Multiplier. Consistent with our pay-for-performance philosophy, AIP payouts are determined by the Company Multiplier and an Individual
Multiplier. Based on its evaluation of individual performance, the MDCC reviewed and approved the Individual Multiplier for each NEO
to reflect the officer’s individual contributions in fiscal year 2024. In determining the multiplier for individual performance,
the MDCC carefully evaluates several performance factors against objectives established at the beginning of the year. Individual performance
for each of our NEOs is evaluated holistically and for fiscal year 2024 included contributions to Company operations and strategy, position-specific
business outcomes, and ESG-related achievements aligned with Board-approved enterprise priorities. Clorox has integrated ESG into our
priorities because we believe in the strategic link between our societal impact and value creation.
Overview
of Nonqualified Deferred Compensation Plans
Nonqualified
Deferred Compensation Plan
Under
the NQDC, participants may voluntarily defer the receipt of up to 50% of their base salary and up to 100% of their annual incentive award.
In addition, the NQDC offers a 401(k) restoration provision for those who defer at a required level. All Clorox 401(k) contributions
are made in the form of (i) a fixed 6% employer annual contribution and (ii) an employer match of up to 4% of pay into the 401(k) Plan,
subject to IRC limits. Contributions on eligible compensation that exceed the IRC limits are contributed into a participant’s NQDC
account under the 401(k) restoration provision.
Participants
in the NQDC may elect to receive benefits from the NQDC either in a lump sum or up to 15 annual payments upon a qualifying payment event.
Participants may choose from an array of investment crediting rates that generally mirror the investment fund options available in the
401(k) Plan. The NQDC uses the same benefit formulas, types of compensation to determine benefits, and vesting requirements as the 401(k)
Plan. The responsibility to pay benefits under the NQDC is an unfunded and unsecured obligation of Clorox.
Executive
Retirement Plan
Our
executive officers are eligible for participation in the ERP. The ERP provides that Clorox will make an annual contribution of 5% of
an eligible participant’s base salary plus annual incentive payment into the ERP.
Clorox
contributions vest over a three-year period. Individuals are considered retirement-eligible under the ERP upon attainment of 20 years
of service with Clorox or age 55 with 10 years of service with Clorox, at which time all balances vest in full and after which time new
Clorox contributions are immediately vested. ERP participants may elect distribution in a lump sum or up to 15 annual installments upon
a qualifying payment event.
Long-Term
Incentive Plan
Our
executive officers are eligible to defer vested PSUs. Executives may defer any portion of vested PSUs, up to 100%. A distribution election
is made at the same time an executive makes the election to defer, which is at least one year before the vesting date. Distribution may
be elected as a lump sum or in two to five annual installments, commencing on separation from service (subject to a minimum of two years
after the vesting date) or commencing between two to five years after the vesting date.
POTENTIAL
PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL—FISCAL YEAR 2024
The
following table reflects the estimated amount of compensation payable to each of our NEOs upon termination of the NEO’s employment
under various scenarios. The amounts exclude earned amounts such as vested or accrued benefits.
The
amounts shown are calculated using an assumed termination date of the last business day of fiscal year 2024 (June 28, 2024) and the closing
price of our common stock on that date ($136.47). Although the calculations are intended to provide reasonable estimates of the potential
compensation payable upon termination, they are based on assumptions outlined in the footnotes of the table and may not represent the
actual amount the NEO would receive if an eligible termination event were to occur.
The
table does not include compensation or benefits provided under plans or arrangements that are generally available to all salaried employees.
Amounts reflected for change in control assume that each NEO is involuntarily terminated by Clorox without cause or voluntarily terminates
for good reason within two years after a change in control.
| Name
and Benefits |
Involuntary
Termination
Without Cause |
Involuntary
Termination After
Change In Control |
Resignation
or
Retirement |
Disability
or
Death |
Linda Rendle
Cash Payment |
$
7,500,000(1) |
$
8,649,806(2) |
$ —(3) |
$
—(4) |
| Stock
Options |
5,110,653(5) |
5,110,653(6) |
5,110,653(5) |
5,110,653(7) |
| Restricted
Stock Units |
5,275,384(8) |
5,275,384(9) |
5,275,384(8) |
5,275,384(9) |
| Performance
Share Units |
11,508,197(10) |
12,933,262(11) |
11,508,197(10) |
12,933,262(12) |
| Health
& Welfare Benefits |
44,203(13) |
66,305(14) |
— |
— |
| Financial
Planning |
— |
18,191(15) |
— |
— |
| Total
Estimated Value |
$
29,438,437 |
$
32,053,601 |
$
21,894,234 |
$
23,319,299 |
Information
About the Virtual Annual Meeting
This
proxy statement is furnished in connection with the solicitation of proxies by the Board of The Clorox Company, a Delaware corporation,
for use at the Annual Meeting, to be held at 9:00 a.m. Pacific time on Wednesday, November 20, 2024.
The
Annual Meeting will be virtual and held online via live webcast at meetnow.global/MYPFQZ4. Please refer to the Attending the
Virtual Annual Meeting section of this proxy statement for more information about procedures for attending the virtual Annual Meeting.
There will not be an option to attend the meeting in-person.
For
purposes of the following sections, you are a registered shareholder if your shares are registered in your name with Computershare,
and you are a beneficial owner if you hold your shares through a broker, bank or other holder of record.
Delivery
of Proxy Materials
Pursuant
to rules adopted by the SEC, we are furnishing proxy materials to our shareholders primarily over the Internet. We believe that this
process expedites shareholders’ receipt of these materials, lowers the costs of our Annual Meeting and reduces the environmental
impact of mailing printed copies. Accordingly, on or about October 4, 2024, we began mailing the Notice to our shareholders (other than
those shareholders who previously requested electronic or paper delivery of communications from us), informing them that our proxy statement,
2024 integrated annual report—executive summary, and voting instructions are available on the Internet as of the same date.
As
a shareholder, you may access these materials and vote your shares via the Internet or by telephone. You may also request that a printed
copy of the proxy materials be sent to you. You will not receive a printed copy of the proxy materials unless you request one in the
manner described in the Notice.
The
Notice of Annual Meeting, proxy statement, and 2024 integrated annual report—executive summary are available at www.edocumentview.com/CLX.
Electronic
Delivery of Proxy Materials
We
encourage our shareholders to enroll in voluntary e-delivery of future proxy materials. We believe that this process expedites shareholders’
receipt of these materials, lowers the costs of our Annual Meeting and reduces the environmental impact of mailing printed copies.
| Registered shareholders |
Visit computershare.com and log into your account to enroll. |
| Beneficial owner |
Please follow the instructions provided to you by your broker, bank, trustee or nominee. |
Voting
Information
Who
Is Entitled to Vote
Only
shareholders of record at the close of business on September 23, 2024 (the Record Date) are entitled to vote at the Annual Meeting. On
that date, there were 123,668,676 shares of common stock outstanding and entitled to vote. Holders of common stock as of the close of
business on the Record Date are entitled to one vote per share on each matter submitted to a vote of shareholders.
How
to Vote Before the Annual Meeting
| Registered shareholders |
You may vote via the Internet or by telephone by following the instructions on your proxy card, voting instruction form or Notice or (if you received a printed copy of the proxy materials) by completing and returning a proxy card or voting instruction form by mail. |
| Beneficial owner |
You must follow your broker, bank or other holder of record’s instructions to vote. |
Material
Cash Requirements
The following table summarizes
the Company’s current and long-term material cash requirements as of June 30, 2024, which we intend to fund primarily with operating
cash flows:
| |
2025 |
2026 |
2027 |
2028 |
2029 |
Thereafter |
Total |
| Long-term
debt maturities including interest payments |
$
90 |
$
90 |
$
90 |
$ 984 |
$
559 |
$
1,193 |
$
3,006 |
| Notes
and loans payable |
5 |
1 |
1 |
— |
— |
— |
7 |
| Purchase
obligations(1)(4) |
181 |
128 |
81 |
43 |
27 |
45 |
505 |
| Operating
and finance leases |
111 |
106 |
91 |
71 |
57 |
61 |
497 |
| Payments
related to nonqualified retirement income and retirement health care plans(2) |
15 |
14 |
13 |
13 |
13 |
48 |
116 |
| Venture
Agreement terminal obligation(3) |
— |
531 |
— |
— |
— |
— |
531 |
| Total |
$
402 |
$
870 |
$
276 |
$
1,111 |
$
656 |
$ 1,347 |
$
4,662 |
| (1) | Purchase
obligations are defined as purchase agreements that are enforceable and legally binding and
that contain specified or determinable significant terms, including quantity, price and the
approximate timing of the transaction. For purchase obligations subject to variable price
and/or
quantity provisions, an estimate of the price and/or quantity has been made. Examples of the Company’s purchase obligations
include contracts to purchase raw materials, commitments to contract manufacturers, commitments for information technology and
related services, advertising contracts, capital expenditure agreements, software acquisition and license commitments and service
contracts. The raw material contracts included above are entered into during the regular course of business based on expectations of
future purchases. Many of these raw material contracts are flexible to allow for changes in the Company’s business and related
requirements. If such changes were to occur, the Company believes its exposure could differ from the amounts listed above. Any
amounts reflected in the consolidated balance sheets as Accounts payable and accrued liabilities are excluded from the table above,
as they are short-term in nature and expected to be paid within one year. |
| (2) | These
amounts represent expected payments through 2034. Based on the accounting rules for nonqualified
retirement income and retirement health care plans, the liabilities reflected in the Company’s
consolidated balance sheets differ from these expected future payments. Refer to the Notes
to Consolidated Financial Statements for further details. |
| (3) | The
Company has a venture agreement with The Procter & Gamble Company (P&G) for the Company’s
Glad bags and wraps business (the Venture Agreement). As of June 30, 2024, P&G had a
20% interest in the venture. Upon termination of the agreement in January 2026, the Company
is required to purchase P&G’s 20% interest for cash at fair value as established
by predetermined valuation procedures. Refer to the Notes to Consolidated Financial Statements
for further details. |
| (4) | Includes
contracted spend through fiscal year 2026 related to the digital capabilities and productivity
enhancements investment, which is expected to be funded through cash generated from operations. |
Contingencies
A summary of
contingencies is contained in the Notes to Consolidated Financial Statements and is incorporated herein by reference.
Quantitative and Qualitative
Disclosures About Market Risk
As a multinational
company, the Company is exposed to the impact of changes in commodity prices, foreign currency fluctuations, interest-rate risk and other
types of market risk.
In the normal
course of business, where available at a reasonable cost, the Company manages its exposure to market risk using contractual agreements
and a variety of derivative instruments. The Company’s objective in managing its exposure to market risk is to limit the impact
of fluctuations on earnings and cash flow through the use of derivative instruments, including exchange-traded futures and options contracts
and over-the-counter swaps and forward purchase contracts. Over-the-counter derivative contracts are entered into for non-trading purposes
with major credit-worthy institutions, thereby decreasing the risk of credit loss.
The Company
uses different methodologies, when necessary, to estimate the fair value of its derivative contracts. The estimated fair values of the
majority of the Company’s contracts are based on quoted market prices, exchange-traded market prices or broker price quotations,
and represent the estimated amounts that the Company would pay or receive to terminate the contracts.
See Notes
to Consolidated Financial Statements for further discussion of derivatives and hedging policies and fair value measurements.
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders
and the Board of Directors of The Clorox Company
Opinion
on the Financial Statements
We
have audited the accompanying consolidated balance sheets of The Clorox Company (the Company) as of June 30, 2024 and 2023,
the related consolidated statements of earnings, comprehensive income, stockholders’ equity and cash flows for each of
the three years in the period ended June 30, 2024, and the related notes (collectively referred to as the “consolidated
financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects,
the financial position of the Company at June 30, 2024 and 2023, and the results of its operations and its cash flows for
each of the three years in the period ended June 30, 2024, in conformity with U.S. generally accepted accounting
principles.
We also
have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s
internal control over financial reporting as of June 30, 2024, based on criteria established in Internal Control—Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated August 8, 2024 expressed
an unqualified opinion thereon.
Basis for
Opinion
These financial
statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent
with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.
We conducted
our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included
performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management,
as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for
our opinion.
Critical
Audit Matter
The
critical audit matter communicated below is a matter arising from the current period audit of the financial statements that
was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that
are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication
of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a
whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit
matter or on the accounts or disclosures to which it relates.
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders
and the Board of Directors of The Clorox Company
Opinion
on Internal Control Over Financial Reporting
We have
audited The Clorox Company’s internal control over financial reporting as of June 30, 2024, based on criteria established in Internal
Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO
criteria). In our opinion, The Clorox Company (the Company) maintained, in all material respects, effective internal control over financial
reporting as of June 30, 2024, based on the COSO criteria.
We also
have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated
balance sheets of the Company as of June 30, 2024 and 2023, the related consolidated statements of earnings, comprehensive income, stockholders’
equity and cash flows for each of the three years in the period ended June 30, 2024, and the related notes and our report dated August
8, 2024 expressed an unqualified opinion thereon.
Basis for
Opinion
The
Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s
Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s
internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and
are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted
our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit
included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists,
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other
procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition
and Limitations of Internal Control Over Financial Reporting
A
company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the financial
statements.
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst &
Young LLP
San
Francisco, California
August 8, 2024
As of
June 30, 2024, the balance of the trust assets related to the Company’s nonqualified deferred compensation plans increased by $25
as compared to June 30, 2023.
Fair Value
of Financial Instruments
Financial
assets and liabilities measured at fair value on a recurring basis in the consolidated balance sheets are required to be classified and
disclosed in one of the following three categories of the fair value hierarchy:
Level 1: Quoted
market prices in active markets for identical assets or liabilities.
Level 2:
Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs reflecting the
reporting entity’s own assumptions.
As
of June 30, 2024 and 2023, the Company’s financial assets and liabilities that were measured at fair value on a recurring basis
during the period included derivative financial instruments, which were classified as either Level 1 or Level 2, and trust assets to
fund the Company’s nonqualified deferred compensation plans, which were classified as Level 1.
All of
the Company’s derivative instruments qualify for hedge accounting. The following table provides information about the balance sheet
classification and the fair values of the Company’s derivative instruments:
| |
|
|
2024 |
2023 |
| |
Balance
Sheet Classification |
Fair
Value
Hierarchy
Level |
Carrying
Amount |
Estimated
Fair Value |
Carrying
Amount |
Estimated
Fair Value |
| Assets |
|
|
|
|
|
|
| Commodity
purchase options contracts |
Prepaid
expenses and other current assets |
1 |
$— |
$— |
$
2 |
$
2 |
| Commodity
purchase swaps contracts |
Prepaid
expenses and other current assets |
2 |
1 |
1 |
— |
— |
| Foreign
exchange forward contracts |
Prepaid
expenses and other current assets |
2 |
— |
— |
— |
— |
| |
|
|
$
1 |
$
1 |
$
2 |
$
2 |
| Liabilities |
|
|
|
|
|
|
| Commodity
purchase futures contracts |
Accounts
payable and accrued liabilities |
1 |
$
2 |
$
2 |
$— |
$— |
| Commodity
purchase swaps contracts |
Accounts
payable and accrued liabilities |
2 |
— |
— |
1 |
1 |
| |
|
|
$
2 |
$
2 |
$
1 |
$
1 |
The
following table provides information about the balance sheet classification and the fair values of the Company’s other assets and
liabilities for which disclosure of fair value is required:
| |
|
|
2024 |
2023 |
| |
Balance
sheet classification |
Fair
Value
Hierarchy
Level |
Carrying
Amount |
Estimated
Fair Value |
Carrying
Amount |
Estimated
Fair Value |
| Assets |
|
|
|
|
|
|
| Interest-bearing
investments, including money market funds |
Cash
and cash equivalents(1) |
1 |
$ 95 |
$ 95 |
$ 243 |
$
243 |
| Time
deposits |
Cash
and cash equivalents(1) |
2 |
9 |
9 |
9 |
9 |
| Trust
assets for nonqualified deferred compensation plans |
Other
assets |
1 |
154 |
154 |
129 |
129 |
| |
|
|
$ 258 |
$ 258 |
$ 381 |
$ 381 |
| Liabilities |
|
|
|
|
|
|
| Notes
and loans payable |
Notes
and loans payable(2) |
2 |
$ 4 |
$ 4 |
$ 50 |
$ 50 |
| Long-term
debt |
Long-term
debt(3) |
2 |
2,481 |
2,341 |
2,477 |
2,327 |
| |
|
|
$
2,485 |
$
2,345 |
$
2,527 |
$
2,377 |
| (1) | Cash
and cash equivalents are composed of time deposits and other interest-bearing investments,
including money market funds with original maturity dates of 90 days or less. Cash and cash
equivalents are recorded at cost, which approximates fair value. |
| (2) | Notes
and loans payable are composed of outstanding U.S. commercial paper balances and/or amounts
drawn on the Company’s credit agreements, all of which are recorded at cost, which
approximates fair value. |
| (3) | Long-term
debt is recorded at cost. The fair value of Long-term debt was determined using secondary
market prices quoted by corporate bond dealers, and is classified as Level 2. |
Furthermore,
impairment charges of $445 were record during fiscal year 2023, of which $306 and $139 related to goodwill and certain indefinite-lived
trademarks, respectively. These adjustments were included as noncash charges in the consolidated statements of earnings. The nonrecurring
fair values utilized included unobservable Level 3 inputs based on management’s best estimates and assumptions. See Note 8 for
additional information.
NOTE
13. OTHER CONTINGENCIES, GUARANTEES AND COMMITMENTS
Contingencies
The Company
is involved in certain environmental matters, including response actions at various locations. The Company had recorded liabilities totaling
$28 as of both June 30, 2024 and 2023 for its share of aggregate future remediation costs related to these matters.
One
matter, which accounted for $12 of the recorded liability as of both June 30, 2024 and 2023 relates to environmental costs
associated with one of the Company’s former operations at a site located in Alameda County, California. In November 2016, at
the request of regulators and with the assistance of environmental consultants, the Company submitted a Feasibility Study that
evaluated various options for managing groundwater at the site and included estimates of the related costs. Following further
discussions with the regulators in 2017, the Company recorded an undiscounted liability for costs estimated to be incurred over a
30-year period, based on one of the options in the Feasibility Study related to groundwater. In September 2021, as a result of an
additional study and further discussions with regulators, the Company submitted a Soil Vapor Intrusion Report to the regulators. In
January 2023, the regulators issued a new order directing the Company and the current property owner to conduct a Remedial
Investigation and then prepare a Feasibility Study to evaluate and remediate impacts to soil, groundwater, soil vapor and indoor
air. While the Company believes its latest estimates of remediation costs (including any related to soil, groundwater, soil vapor
and indoor air impacts) are reasonable, the ultimate remediation requirements are not yet finalized and the regulators could require
the Company to implement remediation actions for a longer period or take additional actions, which could include estimated
undiscounted costs in the aggregate of up to approximately $28 over an estimated 30-year period, or require the Company to take
different actions and incur additional costs.
Another
matter in Dickinson County, Michigan, at the site of one of the Company’s former operations for which the Company is jointly and
severally liable, accounted for $10 of the recorded liability as of both June 30, 2024 and 2023. This amount reflects the Company’s
agreement to be liable for 24.3% of the aggregate remediation and associated costs for this matter pursuant to a cost-sharing agreement
with a third party. If the third party is unable to pay its share of the response and remediation obligations, the Company may be responsible
for such obligations. With the assistance of environmental consultants, the Company maintains an undiscounted liability representing
its current best estimate of its share of the capital expenditures, maintenance and other costs that may be incurred over an estimated
30-year remediation period. Although it is reasonably possible that the Company’s exposure may exceed the amount recorded for the
Dickinson County matter, any amount of such additional exposures, or range of exposures, is not estimable at this time.
The
Company’s estimated losses related to these matters are sensitive to a variety of uncertain factors, including the efficacy of
any remediation efforts, changes in any remediation requirements and the future availability of alternative clean-up technologies.
The Company is subject to various legal proceedings, claims and other loss contingencies, including, without limitation, loss
contingencies relating to contractual arrangements (including costs connected to the transition and unwinding of certain supply and
manufacturing relationships), product liability, patents and trademarks, advertising, labor and employment, environmental, health
and safety and other matters. With respect to these proceedings, claims and other loss contingencies, while considerable uncertainty
exists, in the opinion of management at this time, the ultimate disposition of these matters, to the extent not previously provided
for, will not have a material adverse effect, either individually or in the aggregate, on the Company’s consolidated financial
statements taken as a whole.
Guarantees
In
conjunction with divestitures and other transactions, the Company may provide typical indemnifications (e.g., indemnifications for
representations and warranties and retention of previously existing environmental, tax and employee liabilities) that have terms
that vary in duration and in the potential amount of the total obligation and, in many circumstances, are not explicitly defined.
The Company has not made, nor does it believe that it is probable that it will make, any material payments relating to its
indemnifications, and believes that any reasonably possible payments would not have a material adverse effect, either individually
or in the aggregate, on the Company’s consolidated financial statements taken as a whole.
The Company
had not recorded any material liabilities on the aforementioned guarantees as of both June 30, 2024 and 2023.
The Company
was a party to letters of credit of $18 and $14 as of June 30, 2024 and 2023, respectively, primarily related to one of its insurance
carriers, of which $0 had been drawn upon.
Compensation
cost and the related income tax benefit recognized for stock-based compensation plans were classified as indicated below for the fiscal
years ended June 30:
| |
2024 |
2023 |
2022 |
| Cost
of products sold |
$ 7 |
$
7 |
$
6 |
| Selling
and administrative expenses |
63 |
61 |
42 |
| Research
and development costs |
4 |
5 |
4 |
| Total
compensation costs |
$ 74 |
$
73 |
$
52 |
| Related
income tax benefit |
$ 18 |
$
17 |
$
12 |
Cash
received during fiscal years 2024, 2023 and 2022 from stock options exercised under all stock-based payment arrangements was $23,
$52 and $35, respectively. The Company issues shares for stock-based compensation plans from treasury stock. The Company may
repurchase stock under its Evergreen Program to offset the estimated impact of dilution related to stock-based awards.
Details
regarding the valuation and accounting for stock options, restricted stock awards, performance shares and deferred stock units for non-employee
directors follow.
Stock Options
There were
no stock option awards granted during the fiscal year 2024. The fair value of each stock option award granted during fiscal years 2023
and 2022 was estimated on the date of grant using the Black-Scholes valuation model and assumptions noted in the following table:
| |
2023 |
2022 |
| Expected
life |
5.3
years |
5.4
years |
| Weighted-average
expected life |
5.3
years |
5.4
years |
| Expected
volatility |
24.2% |
21.7%
to 25.0% |
| Weighted-average
volatility |
24.2% |
21.8% |
| Risk-free
interest rate |
3.7% |
0.9%
to 2.1% |
| Weighted-average
risk-free interest rate |
3.7% |
0.9% |
| Dividend
yield |
3.4% |
2.9%
to 3.7% |
| Weighted-average
dividend yield |
3.4% |
2.9% |
The
expected life of the stock options is based on historical exercise patterns. The expected volatility is based on implied volatility from
publicly traded options on the Company’s stock at the date of grant, historical implied volatility of the Company’s publicly
traded options and other factors. The risk-free interest rate is based on the implied yield on a U.S. Treasury zero-coupon issue with
a remaining term equal to the expected term of the option. The dividend yield is based on the projected annual dividend payment per share,
divided by the stock price at the date of grant.
Details of
the Company’s stock option activities are summarized below:
Number
of
Shares
(In thousands) |
Weighted-
Average
Exercise Price
per Share |
Average
Remaining
Contractual
Life |
Aggregate
Intrinsic
Value |
| Options
outstanding as of June 30, 2023 |
4,075 |
$147 |
5
years |
$ 69 |
| Granted |
— |
|
|
|
| Exercised |
(234) |
104 |
|
|
| Canceled |
(51) |
170 |
|
|
| Options
outstanding as of June 30, 2024 |
3,790 |
$150 |
4
years |
$
16 |
| Options
vested as of June 30, 2024 |
3,052 |
$148 |
4
years |
$
16 |
The weighted-average
fair value per share of each option granted during fiscal years 2023 and 2022, estimated at the grant date using the Black-Scholes option
pricing model, was $26.95 and $22.26, respectively. The total intrinsic value of options exercised in fiscal years 2024, 2023 and 2022
was $12, $27 and $18, respectively.
Stock option
awards outstanding as of June 30, 2024, have been granted at prices that are equal to the market value of the stock on the date of grant.
Stock option grants generally vest over 4 years and expire no later than 10 years after the grant date. The Company recognizes compensation
expense on a straight-line basis over the vesting period. Awards to employees eligible for retirement prior to
The Company
files income tax returns in the U.S. federal and various state, local and foreign jurisdictions. The federal statute of limitations has
expired for all tax years through June 30, 2015. Various income tax returns in state and foreign jurisdictions are currently in the process
of examination.
The
Company recognizes interest and penalties related to uncertain tax positions as a component of income tax expense. As of
June 30, 2024 and 2023, the total balance of accrued interest and penalties related to uncertain tax positions was $3 and $2, respectively.
Interest and penalties related to uncertain tax positions included in income tax expense resulted in an expense of $1 in
fiscal year 2024 and a net benefit of $0 in both fiscal years 2023 and 2022.
The following is a reconciliation of the beginning and ending amounts of the Company’s gross unrecognized tax benefits:
| |
2024 |
2023 |
2022 |
| Unrecognized tax benefits at beginning of year |
$ 17 |
$ 17 |
$ 21 |
| Gross increases - tax positions in prior periods |
— |
1 |
— |
| Gross decreases - tax positions in prior periods |
(4) |
(3) |
(7) |
| Gross increases - current period tax positions |
9 |
2 |
4 |
| Gross decreases - current period tax positions |
— |
— |
— |
| Lapse of applicable statute of limitations |
— |
— |
(1) |
| Settlements |
— |
— |
— |
| Unrecognized tax benefits at end of year |
$ 22 |
$ 17 |
$ 17 |
Included
in the balance of unrecognized tax benefits as of June 30, 2024, 2023 and 2022, were potential benefits of $15, $14 and $14, respectively,
which if recognized, would affect the effective tax rate. Unrecognized tax benefits are not expected to significantly increase or decrease
within the next 12 months.
NOTE 20.
EMPLOYEE BENEFIT PLANS
Retirement
Income Plans
In
the second quarter of fiscal year 2024, the Company settled plan benefits of its previously frozen domestic qualified
pension plan (the Plan), following the Company’s Board of Directors’ approval of a resolution to terminate the
Plan in May 2022. The settlement occurred through a combination of an annuity contract purchase with a third-party insurance
provider and lump sum payouts. These payments were made using Plan assets. The third-party insurance provider assumed the
obligation to pay future pension benefits and provide administrative services, and started making direct payments to
participants in January 2024. In conjunction with this settlement, a one-time noncash charge, net of curtailment gain, of
$171 before taxes ($130 after tax) was recorded in the Company’s consolidated statements of earnings and comprehensive
income primarily as a result of accelerating the recognition of actuarial losses previously included in Accumulated other
comprehensive net (loss) income that would have been recognized in future periods. Following settlement, remaining excess
plan assets of $19 was contributed to the Company’s domestic defined contribution plan during 2024.
The Company
continues to maintain various other retirement income plans for eligible domestic and international employees. The remaining domestic
retirement income plans are frozen.
The Company
contributed $14, $14 and $15 to its domestic retirement income plans during fiscal years 2024, 2023 and 2022, respectively. The Company’s
funding policy is to contribute amounts sufficient to meet benefit payments.
Retirement
Health Care Plans
The Company
provides certain health care benefits for employees who meet age, participation and length of service requirements at retirement. The
plans pay stated percentages of covered expenses after annual deductibles have been met or stated reimbursements up to a specified dollar
subsidy amount. Benefits paid take into consideration payments by Medicare for the domestic plan. The plans are funded as claims are
paid, and the Company has the right to modify or terminate certain plans.
3. Ratification of the Selection of Ernst & Young LLP as the Independent Registered Public Accounting Firm of The Clorox Company.
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE CLOROX COMPANY ANNUAL MEETING OF SHAREHOLDERS — NOVEMBER 20,
2024 The shareholder(s) whose signature(s) appear(s) on the reverse side hereby appoint(s) Linda Rendle and Angela Hilt and each of them
individually, as proxies, each with full power of substitution, to vote as designated on the reverse side of this ballot, all of the shares
of common stock of The Clorox Company that the shareholder(s) whose signature(s) appear(s) on the reverse side would be entitled to vote,
if personally present, at the Annual Meeting of Shareholders to be held at 9:00 a.m., Pacific time on Wednesday, November 20, 2024 and
any adjournment or postponement thereof. A majority of said proxies, including any substitutes, or if only one of them be present, then
that one, may exercise all of the powers of said proxies hereunder. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE
SHAREHOLDER(S). WHEN PROPERLY EXECUTED AND IF NO SUCH DIRECTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES
LISTED ON THE REVERSE SIDE FOR THE BOARD OF DIRECTORS, FOR PROPOSAL 2 AND FOR PROPOSAL 3. If any other matters properly come before the
meeting, or any adjournment or postponement thereof, the persons named in this proxy will vote in their discretion. PLEASE MARK, SIGN,
DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE. (Items to be voted appear on reverse side) Proxy — The
Clorox Company qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Change of Address — Please
print new address below. Comments — Please print your comments below. E Non-Voting Items + + The Notice of Annual Meeting, Proxy
Statement and 2024 Integrated Annual Report — Executive Summary are available at www.envisionreports.com/CLX The 2024 Annual Meeting
of Shareholders of The Clorox Company will be held on Wednesday, November 20, 2024 at 9:00 A.M. PST, virtually via the Internet at https://meetnow.global/MYPFQZ4.
To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form.
Pay vs Performance Disclosure - USD ($)
|
2 Months Ended |
12 Months Ended |
Sep. 14, 2020 |
Jun. 30, 2024 |
Jun. 30, 2023 |
Jun. 30, 2022 |
Jun. 30, 2021 |
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Disclosure - Pay vs Performance Disclosure |
|
|
|
(1),(2) |
(1),(2) |
(1),(2) |
(1),(2) |
(1),(2) |
(1),(2) |
(1),(2) |
(1),(2) |
(1),(2) |
(1),(2) |
| |
|
|
|
|
|
|
Value
of Initial Fixed $100
Investment Based on: |
|
|
| Year(1,2) |
Summary
Compensation
Table Total for
PEO (Rendle) |
Compensation
Actually Paid(3)
to PEO
(Rendle) |
Summary
Compensation
Table Total for
PEO
(Dorer) |
Compensation
Actually Paid(3)
to PEO
(Dorer) |
Average
Summary
Compensation
Table Total for
Non-PEO NEOs |
Average
Compensation
Actually Paid(3)
to Non-PEO
NEOs |
Total
Shareholder
Return(4) |
Peer
Group
Total
Shareholder
Return(5) |
Net
Income
($M) |
Economic
Profit(6)
($M) |
| FY24 |
12,685,308 |
6,227,375 |
— |
— |
4,019,223 |
2,218,829 |
69.76 |
140.30 |
292 |
573 |
| FY23 |
11,649,650 |
19,409,637 |
— |
— |
4,049,242 |
5,532,135 |
78.61 |
125.81 |
161 |
397 |
| FY22 |
8,534,808 |
7,087,568 |
— |
— |
3,199,457 |
2,503,719 |
67.49 |
118.44 |
471 |
282 |
| FY21 |
7,899,309 |
4,551,818 |
3,366,210 |
-1,467,203 |
3,354,685 |
1,964,538 |
83.75 |
112.34 |
719 |
672 |
|
|
|
|
| Company Selected Measure Name |
|
|
Economic Profit
|
|
|
|
| Named Executive Officers, Footnote [Text Block] |
|
|
Ms. Rendle was PEO for the entirety of fiscal years 2024, 2023, and 2022. Ms. Rendle succeeded Benno Dorer as PEO on September 14, 2020; each was a PEO for part of fiscal year 2021. Non-PEO
NEOs were Messrs. Jacobsen and Reynolds and Mses. Marriner and Hilt for fiscal year 2024;
Messrs. Jacobsen and Reynolds and Mses. Marriner and Stacey Grier for fiscal year 2023; Messrs.
Jacobsen and Reynolds and Mses. Marriner and Rebecca Dunphey for fiscal year 2022; and Messrs.
Jacobsen, Reynolds, and Tony Matta and Ms. Marriner for fiscal year 2021.
|
|
|
|
| Peer Group Issuers, Footnote [Text Block] |
|
|
The
peer group represents a composite index composed of the Standard & Poor’s Household
Products Index and the Standard & Poor’s Housewares & Specialties Index, which
is used by Clorox for purposes of compliance with Item 201(e) of Regulation S-K. Peer group
TSR is calculated in accordance with Item 201(e) of Regulation S-K, as modified by the PVP
rules.
|
|
|
|
| Adjustment To PEO Compensation, Footnote [Text Block] |
|
|
The following table provides additional information on how CAP for the current reporting year was determined, starting with Summary Compensation Table (SCT) total compensation and applying each of the required adjustments in accordance with PVP rules.
| |
PEO |
Average
of Non-PEO NEOs |
| SCT
Total Compensation |
12,685,308 |
4,019,223 |
| Subtract
change in pension value and NQDC earnings reported in SCT |
-668 |
-4,250 |
| Add
value of pension benefits per CAP definition(1) |
335 |
613 |
| Subtract
value of stock and option awards granted during the fiscal year reported in SCT |
-8,749,935 |
-2,299,888 |
| Add
value of stock and option awards granted during the fiscal year(2) |
8,746,089 |
2,288,158 |
| Add/subtract
change in fair value of unvested stock and option awards(3,4) |
-6,100,927 |
-1,664,088 |
| Add/subtract
change in fair value of stock and option awards vested during the fiscal year(4,5) |
-849,487 |
-253,362 |
| Subtract
fair value of stock and option awards forfeited during the fiscal year(6) |
— |
— |
| Add
value of dividends accrued on stock awards(7) |
496,659 |
132,422 |
| CAP |
6,227,375 |
2,218,829 |
Adjustment to Total Compensation Amount
| (1) | CAP
definition of pension benefits is equal to service cost during the fiscal year. During fiscal
year 2024, service cost was zero. The prior service cost reported for fiscal year 2024 represents
the increase in benefit obligation measured as of September 30, 2023 relating to the plan’s
December 18, 2023 amendment (effective October 1, 2023) to provide an extra quarter of interest
to certain cash balance accounts at an annualized rate of 2.41%. This increase in the benefit
obligation was determined for each of the named executives in each of the current and past
three fiscal years. |
| (2) | Year
end fair value of equity awards granted during the current fiscal year that remain outstanding
and unvested as of the last day of the fiscal year. |
| (3) | Year-over-year
change in fair value as of the last day of the current fiscal year of outstanding and unvested
equity awards granted in prior fiscal years. |
| (4) | The
change in fair values for unvested stock and option awards were calculated on each of the required measurement dates using assumptions
based on criteria consistent with those used for grant date fair value calculations and in accordance with the methodology used for financial
reporting purposes. The fair values of RSUs were determined based on the closing price of Clorox common stock on the measurement dates.
Prior to the final measurement date, the fair values of unvested PSUs were determined based on the probable outcome of performance-based
vesting conditions and the closing price of Clorox common stock on each measurement date. On the final measurement date, the fair value
of PSUs was determined based on the approved payout factor and the closing price of Clorox common stock on that date. The fair values
of stock options were determined using a Black-Scholes option pricing model with corresponding assumptions (risk-free interest rate,
dividend yield, expected volatility factor, and expected option life) as of each measurement date. |
| (5) | Year-over-year
change in fair value as of the vesting date of equity awards granted in prior fiscal years
that vested during the current fiscal year. |
| (6) | Fair
value at the end of the prior fiscal year of equity awards that failed to meet vesting conditions
in the current fiscal year. |
| (7) | These
amounts represent the dollar value of any dividends or other earnings accrued or paid on
stock awards during the current fiscal year, or prior to the vesting date for awards vested
during the fiscal year, not otherwise reflected in the fair value of such awards or included
in any other component of total compensation for the fiscal year. |
|
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
[1],[2] |
|
$ 4,019,223
|
$ 4,049,242
|
$ 3,199,457
|
$ 3,354,685
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
[1],[2],[3] |
|
$ 2,218,829
|
5,532,135
|
2,503,719
|
1,964,538
|
| Compensation Actually Paid vs. Total Shareholder Return [Text Block] |
|
|
Relationship
Between CAP and TSR
The
charts below reflect the relationship between the PEO and Average NEO CAP, Clorox TSR, and TSR for our peer group. We do not use TSR
as a metric in our incentive plans. However, our PSU metric—growth in EP during a three-year performance period—is a key
driver of changes in shareholder value and a principal determinant of TSR.
|
|
|
|
| Compensation Actually Paid vs. Net Income [Text Block] |
|
|
Relationship
Between CAP and Net Income (GAAP)
The
charts below reflect the relationship between the PEO and Average NEO CAP and Clorox’s GAAP net income. We do not use net income
as a metric in our incentive plans.
|
|
|
|
| Compensation Actually Paid vs. Company Selected Measure [Text Block] |
|
|
Relationship
Between CAP and Economic Profit (our Company-Selected Measure)
The
charts below reflect the relationship between the PEO and Average NEO CAP and EP. We consider EP to be the most important financial measure
linking pay to performance in fiscal year 2024 because awards under our long-term incentive plan are the largest component of NEO compensation,
PSUs make up 60% of long-term incentive plan awards, and EP is the basis of our PSU measure (growth in EP). EP is a measure we commonly
evaluate and communicate as a key indication of our business performance and is substantially correlated with our stock price performance,
and therefore to CAP. Unlike our PSU measure, EP is a single-year measure, meeting the SEC’s rules for the PVP table.
|
|
|
|
| Tabular List [Table Text Block] |
|
|
Most
Important Financial Performance Measures Linking Pay and Performance During Fiscal Year 2024
In
accordance with the PVP rules, we have listed below the most important financial measures we used to link pay to performance for fiscal
year 2024.
| Measure |
Where
Used |
| Economic
Profit measures our ability to generate value through business operations. |
Long-Term Incentive
Plan (indirect) |
| Growth
in Economic Profit measures our ability to generate value over time. |
Long-Term Incentive
Plan (direct) |
| Net
Customer Sales measures our ability to generate revenue from core operations. |
Annual Incentive
Plan |
| Net
Earnings Attributable to Clorox measures our ability to generate sustainable profits from our operations, distribute dividends,
reinvest in the business, and pursue growth opportunities. |
Annual Incentive
Plan |
| Gross
Margin measures our operational efficiency and our ability to manage production cost. |
Annual
Incentive Plan |
|
|
|
|
| Total Shareholder Return Amount |
[1],[2],[4] |
|
$ 69.76
|
78.61
|
67.49
|
83.75
|
| Peer Group Total Shareholder Return Amount |
[1],[2],[5] |
|
140.30
|
125.81
|
118.44
|
112.34
|
| Net Income (Loss) Attributable to Parent |
[1],[2] |
|
$ 292,000,000
|
$ 161,000,000
|
$ 471,000,000
|
$ 719,000,000
|
| Company Selected Measure Amount |
[1],[2],[6] |
|
573,000,000
|
397,000,000
|
282,000,000
|
672,000,000
|
| PEO Name |
|
Benno Dorer
|
Ms. Rendle
|
Ms. Rendle
|
Ms. Rendle
|
|
| Non-PEO NEO [Member] | Change In Pension Value And N Q D C Earnings Reported In S C T [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Total Compensation Amount |
|
|
$ (4,250)
|
|
|
|
| Non-PEO NEO [Member] | Value Of Pension Benefits Per C A P Definition [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Total Compensation Amount |
[7] |
|
613
|
|
|
|
| Non-PEO NEO [Member] | Value Of Stock And Option Awards Granted During The Fiscal Year Reported In S C T [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Total Compensation Amount |
|
|
(2,299,888)
|
|
|
|
| Non-PEO NEO [Member] | Value Of Stock And Option Awards Granted During The Fiscal Year [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Total Compensation Amount |
[8] |
|
2,288,158
|
|
|
|
| Non-PEO NEO [Member] | Change In Fair Value Of Unvested Stock And Option Awards [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Total Compensation Amount |
[9],[10] |
|
(1,664,088)
|
|
|
|
| Non-PEO NEO [Member] | Change In Fair Value Of Stock And Option Awards Vested During The Fiscal Year [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Total Compensation Amount |
[9],[11] |
|
(253,362)
|
|
|
|
| Non-PEO NEO [Member] | Fair Value Of Stock And Option Awards Forfeited During The Fiscal Year [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Total Compensation Amount |
[12] |
|
|
|
|
|
| Non-PEO NEO [Member] | Value Of Dividends Accrued On Stock Awards [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Total Compensation Amount |
[13] |
|
$ 132,422
|
|
|
|
| Measure [Axis]: 1 |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Measure Name |
|
|
Economic
Profit
|
|
|
|
| Measure [Axis]: 2 |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Measure Name |
|
|
Growth
in Economic Profit
|
|
|
|
| Measure [Axis]: 3 |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Measure Name |
|
|
Net
Customer Sales
|
|
|
|
| Measure [Axis]: 4 |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Measure Name |
|
|
Net
Earnings Attributable to Clorox
|
|
|
|
| Measure [Axis]: 5 |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Measure Name |
|
|
Gross
Margin
|
|
|
|
| Measure [Axis]: 6 |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Non-GAAP Measure Description [Text Block] |
|
|
The
SEC requires disclosure of a company-selected measure, representing the most important financial
measure linking CAP for the current fiscal year to company performance. The company-selected
measure for fiscal year 2024 is Economic Profit, a non-GAAP financial measure. Refer to Appendix
B for a reconciliation to the most directly comparable GAAP financial measure.
|
|
|
|
| Rendle [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| PEO Total Compensation Amount |
[1],[2] |
|
$ 12,685,308
|
$ 11,649,650
|
$ 8,534,808
|
$ 7,899,309
|
| PEO Actually Paid Compensation Amount |
[1],[2],[3] |
|
6,227,375
|
19,409,637
|
7,087,568
|
4,551,818
|
| Rendle [Member] | PEO [Member] | Change In Pension Value And N Q D C Earnings Reported In S C T [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Total Compensation Amount |
|
|
(668)
|
|
|
|
| Rendle [Member] | PEO [Member] | Value Of Pension Benefits Per C A P Definition [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Total Compensation Amount |
[7] |
|
335
|
|
|
|
| Rendle [Member] | PEO [Member] | Value Of Stock And Option Awards Granted During The Fiscal Year Reported In S C T [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Total Compensation Amount |
|
|
(8,749,935)
|
|
|
|
| Rendle [Member] | PEO [Member] | Value Of Stock And Option Awards Granted During The Fiscal Year [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Total Compensation Amount |
[8] |
|
8,746,089
|
|
|
|
| Rendle [Member] | PEO [Member] | Change In Fair Value Of Unvested Stock And Option Awards [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Total Compensation Amount |
[9],[10] |
|
(6,100,927)
|
|
|
|
| Rendle [Member] | PEO [Member] | Change In Fair Value Of Stock And Option Awards Vested During The Fiscal Year [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Total Compensation Amount |
[9],[11] |
|
(849,487)
|
|
|
|
| Rendle [Member] | PEO [Member] | Fair Value Of Stock And Option Awards Forfeited During The Fiscal Year [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Total Compensation Amount |
[12] |
|
|
|
|
|
| Rendle [Member] | PEO [Member] | Value Of Dividends Accrued On Stock Awards [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Total Compensation Amount |
[13] |
|
496,659
|
|
|
|
| Dorer [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| PEO Total Compensation Amount |
[1],[2] |
|
|
|
|
3,366,210
|
| PEO Actually Paid Compensation Amount |
[1],[2],[3] |
|
|
|
|
$ (1,467,203)
|
|
|