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): September 19, 2006
THE CLOROX COMPANY
(Exact name of registrant as specified in its charter)
Delaware
(State or other
jurisdiction of
incorporation or
organization)
| |
|
|
| 1-07151
|
|
31-0595760 |
| (Commission File Number)
|
|
(I.R.S. Employer Identification No.) |
| |
|
|
| 1221 Broadway, Oakland, California
|
|
94612-1888 |
| (Address of principal executive offices)
|
|
(Zip code) |
(510) 271-7000
(Registrant’s telephone number, including area code)
(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 (see General Instruction
A.2.)
| o |
|
Written communications pursuant to Rule 425 Under the Securities Act (17 CFR 230.425) |
| |
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement
On
September 19, 2006, the Board of Directors (the “Board”) of The Clorox Company (the
“Company”), acting upon the recommendations of its Nominating and Governance Committee and
Management Development and Compensation Committee (the “Compensation Committee”) and input from
the Compensation Committee’s independent compensation consultant, approved changes to its director compensation
program. The revised director compensation program, which includes an annual retainer and annual grant of
deferred stock units to each director and additional fees payable to
directors who serve as chairs of Board committees or as Presiding Director, is attached as
Exhibit 99.1 hereto and is incorporated herein by reference.
On
September 19, 2006, the Compensation Committee
established the base salary levels and target bonus opportunities for its executive officers for
the fiscal year ending June 30, 2007. A schedule setting forth the base salary levels and target
bonus opportunities for the four most highly compensated executive officers other than the Chairman
and Chief Executive Officer is attached as Exhibit 99.2 hereto and is incorporated herein by
reference. The compensation for Donald R. Knauss, who will serve as the Company’s Chairman and
Chief Executive Officer effective October 2, 2006, was disclosed in a Form 8-K/A filed with the
Securities and Exchange Commission on September 7, 2006.
Item 5.02 Departure of Directors or Principal Officers;
Election of Directors; Appointment of
Principal Officers
On
September 19, 2006, Robert W. Matschullat, who has served as the Company’s Interim Chairman
and Interim Chief Executive Officer since March 2006, announced his resignation from those
positions effective October 2, 2006. Mr. Knauss’ appointment as Chairman and Chief Executive
Officer of the Company will also be effective on October 2, 2006. The Board, upon the
recommendation of its Nominating and Governance Committee, appointed Mr. Matschullat as Chair of
the Audit Committee and as a member of the Finance Committee, effective upon his resignation as
Interim Chairman and Interim Chief Executive Officer. In addition, the Board, upon the
recommendation of its Nominating and Governance Committee, appointed Gary Michael, a current member
of the Board and the current Interim Presiding Director, to serve as the Board’s Presiding
Director, effective October 2, 2006.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On September 19, 2006, the Board approved the following amendments to the Company’s Restated
Bylaws (the “Bylaws”):
| |
• |
|
Section 7(c) of Article I was amended to implement a majority voting standard for the
election of directors in uncontested elections. Under the amended Bylaws, a director will
be elected by the vote of the majority of votes cast with respect to such director at any
meeting for the election of directors at which a quorum is present. If a director is not
elected, such director must offer to tender his or her resignation to the Board. The
Nominating and Governance Committee will recommend to the Board whether to accept or
reject the resignation, or whether other action should be taken. The Board will act on
such recommendation and publicly disclose its decision within 90 days from the date that
election results are certified. The director who tenders his or her resignation will not
participate in the Board’s decision. In contested elections, the plurality voting
standard will apply. Prior to this amendment, the Bylaws provided that all director
elections were determined by a plurality of votes cast. |
| |
| |
• |
|
Section 1 of Article III was amended to expand the authority of the Board’s committees
to be consistent with Section 141(c)(2) of the Delaware General Corporation Law (the “DGCL”).
Prior to this amendment, the Company was governed by Section 141(c)(1) of the DGCL. |
| |
| |
• |
|
Article IV was amended to eliminate the required position of President of the Company.
Conforming changes were made to other Articles of the Bylaws. |
The
Bylaws, as amended and effective September 19, 2006, are attached as Exhibit 3.1 hereto and are
incorporated herein by reference.