UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) May 17, 2023 (May 12, 2023)
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||||||||||||||
Registrant’s Telephone Number, Including Area Code ( | ||
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. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) The Company’s Annual Meeting of Stockholders was held on May 12, 2023. The matters voted on and the results of the vote were as follows.
(b) The Company’s stockholders voted on the matters set forth below.
1.John P. Bilbrey, John T. Cahill, Steve Cahillane, Lisa M. Edwards, C. Martin Harris, Martina Hund-Mejean, Kimberly A. Nelson, Lorrie M. Norrington, Michael B. Polk, Stephen I. Sadove, and Noel R. Wallace were elected directors of the Company. The results of the vote were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||||||||
| John P. Bilbrey | 621,272,089 | 20,204,461 | 1,891,308 | 71,020,322 | ||||||||||||||||||||||
| John T. Cahill | 593,242,530 | 48,278,496 | 1,846,832 | 71,020,322 | ||||||||||||||||||||||
| Steve Cahillane | 634,715,757 | 6,642,288 | 2,009,813 | 71,020,322 | ||||||||||||||||||||||
| Lisa M. Edwards | 627,371,513 | 14,095,609 | 1,900,736 | 71,020,322 | ||||||||||||||||||||||
| C. Martin Harris | 620,564,112 | 20,823,952 | 1,979,794 | 71,020,322 | ||||||||||||||||||||||
| Martina Hund-Mejean | 633,507,328 | 8,048,950 | 1,811,580 | 71,020,322 | ||||||||||||||||||||||
| Kimberly A. Nelson | 624,478,188 | 17,001,186 | 1,888,484 | 71,020,322 | ||||||||||||||||||||||
| Lorrie M. Norrington | 577,196,899 | 64,393,902 | 1,777,057 | 71,020,322 | ||||||||||||||||||||||
| Michael B. Polk | 619,296,449 | 22,139,699 | 1,931,710 | 71,020,322 | ||||||||||||||||||||||
| Stephen I. Sadove | 590,432,374 | 51,064,682 | 1,870,802 | 71,020,322 | ||||||||||||||||||||||
| Noel R. Wallace | 590,670,016 | 46,316,344 | 6,381,498 | 71,020,322 | ||||||||||||||||||||||
2.The selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 was ratified. The results of the vote were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 662,533,436 | 50,081,187 | 1,773,557 | 0 | ||||||||
3.A non-binding advisory vote on the Company’s executive compensation was approved. The results of the vote were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 574,308,628 | 65,915,367 | 3,143,863 | 71,020,322 | ||||||||
4.A non-binding advisory vote on the frequency of future non-binding advisory votes on the Company’s executive compensation was held and the frequency that received the most votes was one year. The results of the vote were as follows:
| One Year | Two Years | Three Years | Abstentions | Broker Non-Votes | ||||||||||
| 632,852,302 | 981,281 | 7,129,540 | 2,404,735 | 71,020,322 | ||||||||||
After considering these results, and consistent with its own recommendation, the Company’s Board of Directors has determined that the Company will continue to hold a non-binding advisory vote on executive compensation on an annual basis until the next non-binding advisory vote on the frequency of such advisory votes is held.
5.A stockholder proposal on independent Board Chairman was not approved. The results of the vote were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 220,523,949 | 419,897,212 | 2,946,697 | 71,020,322 | ||||||||
6.A stockholder proposal on executives to retain significant stock was not approved. The results of the vote were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 191,280,022 | 448,165,386 | 3,922,450 | 71,020,322 | ||||||||
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SIGNATURE
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.
| COLGATE-PALMOLIVE COMPANY | ||||||||||||||
| Date: May 17, 2023 | By: /s/ Jennifer M. Daniels | |||||||||||||
| Name: Jennifer M. Daniels | ||||||||||||||
| Title: Chief Legal Officer and Secretary | ||||||||||||||
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