CLOROX CO /DE/

Regulatory Filings • Nov 21, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 20, 2024

THE CLOROX COMPANY (Exact name of registrant as specified in its charter)

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Delaware	1-07151	31-0595760
(State
or other jurisdiction of	(Commission
File Number)	(I.R.S.
Employer
incorporation)		Identification
No.)

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

( 510 ) 271-7000 (Registrant's telephone number, including area code)

Not applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

| [
] | Written
communications pursuant to Rule 425 Under the Securities Act (17 CFR 230.425) |
| --- | --- |
| [
] | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [
] | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [
] | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |

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. ☐

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Item 5.07 Submission of Matters to a Vote of Security Holders.

| (a) | On November 20,
2024, The Clorox Company (the “Company”) held its virtual annual meeting of shareholders. |
| --- | --- |
| (b) | The
shareholders (1) elected all of the Company’s nominees for director, (2) approved the compensation of the Company’s named
executive officers on an advisory basis, and (3) ratified the selection of Ernst & Young LLP as the Company’s independent registered
public accounting firm for the fiscal year ending June 30, 2025. |

The final voting results on each of the matters submitted to a vote are as follows:

1. Election of Directors:

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

1. Advisory Vote on the Approval of Named Executive Officers Compensation:

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

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

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

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Item 8.01 Other Events.

On November 20, 2024, the shareholders of the Company elected Stephen B. Bratspies and Pierre R. Breber to the Board of Directors of the Company. A press release announcing the election of Messrs. Bratspies and Breber is filed as Exhibit 99.1 and is incorporated herein in its entirety.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

See the Exhibit Index below.

EXHIBIT INDEX

Exhibit	Description
99.1	Press
Release dated November 20, 2024 of The Clorox Company
104	Cover
Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

| /s/
Angela Hilt |
| --- |
| Angela
Hilt |
| Executive
Vice President – Chief Legal Officer and Corporate Secretary |

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