SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e) (2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
COLGATE-PALMOLIVE COMPANY
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c) (1) (ii), 14a-6(i) (1), or 14a-6(i)(2)
or Item 22(a) (2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i) (3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a) (2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
[COLGATE-PALMOLIVE COMPANY LOGO]
March 21, 1995
Dear Colgate Stockholder:
On behalf of the Board of Directors and management, I cordially invite you to
attend the Annual Meeting of Stockholders on Thursday, May 4, 1995, at 10:00
a.m. in the Broadway Ballroom of the Marriott Marquis Hotel, 1535 Broadway,
between 45th and 46th Streets, New York, New York 10036.
In addition to the election of directors and approval of the selection of
auditors, the other item of business will be the consideration of a stockholder
proposal on blank check preference stock. Additional details about the meeting
are in the accompanying Notice of Annual Meeting and Proxy Statement. At the
meeting, I will also report on the progress of the Company during the past year
and answer stockholder questions.
It is important that your stock be represented at the meeting. Whether or not
you plan to attend personally, please complete and mail the enclosed proxy card
in the return envelope.
Very truly yours,
Reuben Mark
Chairman of the Board and
Chief Executive Officer
[COLGATE-PALMOLIVE COMPANY LOGO]
March 21, 1995
NOTICE OF MEETING
The Annual Meeting of Stockholders of Colgate-Palmolive Company, a Delaware
corporation, will be held on Thursday, May 4, 1995, at 10:00 a.m. in the
Broadway Ballroom of the Marriott Marquis Hotel, 1535 Broadway, between 45th
and 46th Streets, New York, New York 10036.
Items of business will be as follows:
1. Election of directors.
2. Approval of selection of auditors.
3. Stockholder proposal on blank check preference stock.
4. Such other business as may properly come before the meeting.
Stockholders of record at the close of business on March 10, 1995 are entitled
to notice of and to vote at the meeting.
Andrew D. Hendry
Senior Vice President, General Counsel and Secretary
300 Park Avenue
New York, New York 10022
1
COLGATE-PALMOLIVE COMPANY
300 Park Avenue
New York, New York 10022
March 21, 1995
PROXY STATEMENT
The accompanying proxy is solicited by the Board of Directors of
Colgate-Palmolive Company, a Delaware corporation (the "Company"), for use at
the Annual Meeting of Stockholders to be held in New York City on May 4, 1995,
and at any adjournment thereof. The proxy may be revoked at any time before it
is voted. If no contrary instruction is received, signed proxies returned by
stockholders will be voted in accordance with the Board of Directors'
recommendations.
This proxy statement and accompanying proxy are first being sent to stockholders
on or about the date set forth above.
Because respect for the rights and privacy of stockholders has always been a
practice at the Company, we have adopted a policy to assure that all proxies,
ballots and vote tabulations that identify stockholders are kept confidential.
Proxy cards will be returned in envelopes addressed to an independent tabulator,
which will receive, inspect and tabulate the proxies. The identity of the vote
of any stockholder will not be disclosed without the consent of the stockholder
except for use by the independent tabulator, for solicitations for change of
control of the Company and to meet legal requirements.
Stockholders of record at the close of business on March 10, 1995 are entitled
to vote at the meeting. On that date, the Company had outstanding 144,707,100
shares of Common Stock (the "Common Stock"), 125,000 shares of $4.25 Preferred
Stock (the "$4.25 Preferred Stock") and 6,071,048 shares of Series B Convertible
Preference Stock (the "Series B Convertible Preference Stock"). Each outstanding
share of Common Stock and $4.25 Preferred Stock has one vote, and each
outstanding share of Series B Convertible Preference Stock has two votes,
corresponding to its conversion ratio.
The holders of a majority of the votes entitled to be cast present in person or
by proxy shall constitute a quorum for purposes of the 1995 Annual Meeting of
Stockholders. Abstentions and broker non-votes are counted for purposes of
determining whether a quorum is present on any matter. A plurality vote is
required for the election of directors. Accordingly, abstentions and broker
non-votes will not affect the outcome of the election. All other matters to be
voted on will be decided by the affirmative vote of a majority of the votes of
the shares represented at the meeting, either in person or by proxy, and
entitled to vote. On any such matter, an abstention will have the same effect as
a negative vote but, because shares held by brokers will not be considered to be
entitled to vote on matters as to which the brokers withhold authority, a broker
non-vote will have no effect on the vote.
The Company will pay the cost of soliciting proxies for the meeting. Proxies may
be solicited by regular employees of the Company in person, or by mail, courier,
telephone or facsimile. In addition, the Company has retained D.F. King & Co.
Inc. to solicit proxies by mail, courier, telephone and facsimile and to request
brokerage houses and other nominees to forward soliciting material to beneficial
owners. For these services the Company will pay a fee of approximately $22,000
plus expenses.
2
1. ELECTION OF DIRECTORS
The Board of Directors proposes the election of the following nine nominees as
directors, to serve until their successors have been elected and have qualified.
Nominees
The name, age and principal occupation of each nominee, the nominee's length of
service as a director of the Company, the names of the other public companies of
which the nominee is a director and certain other biographical information are
set forth below:
Reuben Mark, 56
Chairman and Chief Executive Officer of the Company. Mr. Mark joined the
Company in 1963 and held a series of significant positions in the United
States and abroad. He was appointed Vice President and General Manager of the
Household Products Division in 1975. From March 1979 to March 1981, he was
Group Vice President of domestic operations. In March 1981, he was elected
Executive Vice President and became President and a director of the Company
on March 1, 1983. Mr. Mark was elected Chief Executive Officer in May 1984
and Chairman in May 1986. Mr. Mark is also a director of Pearson, plc, Toys
"R" Us, Inc., Time Warner, Inc. and the New York Stock Exchange.
Director since 1983
Vernon R. Alden, 71
Mr. Alden was Chairman of the Board and Executive Committee of The Boston
Company, Inc., a financial services company, from 1969 to 1978. He was President
of Ohio University from 1962 to 1969 and, prior thereto, he was the Associate
Dean and a member of the faculty of the Harvard Graduate School of Business
Administration. Mr. Alden has been serving as a director of Augat Inc., Digital
Equipment Corporation, Intermet Corporation and Sonesta International Hotels
Corporation. Mr. Alden is currently the Independent General Partner of ML-Lee
Acquisition Fund, L.P., ML-Lee Acquisition Fund II, L.P. and ML-Lee Acquisition
Fund (Retirement Accounts) II, L.P. He is also a trustee of several cultural and
educational organizations, as well as The Honorary Consul General for the
Kingdom of Thailand and Chairman of the Japan Society of Boston.
Director since 1974
3
Jill K. Conway, 60
Visiting Scholar, Program in Science, Technology and Society, Massachusetts
Institute of Technology since 1985. Mrs. Conway was President of Smith
College from 1975 to 1985. She was Vice President, Internal Affairs,
University of Toronto, from 1973 to 1975 and a member of its graduate faculty
from 1971 to 1975. She has served as a member of the Harvard Board of
Overseers and The Conference Board and as a trustee of Hampshire College,
Northfield Mt. Hermon School and The Clarke School of the Deaf. Mrs. Conway
is a member of the boards of Merrill Lynch & Co., Inc., Arthur D. Little,
Inc., Nike, Inc., the Allen Group and Lend Lease International. She is also a
trustee of the Asia Society, the New England Medical Center, Mt. Holyoke
College, The Knight Foundation and the Kresge Foundation.
Director since 1984
Ronald E. Ferguson, 53
Chairman and Chief Executive Officer of General Re Corporation since 1987.
Mr. Ferguson has been with General Re since 1969. He is also a director of
General Signal Corporation.
Director since 1987
Ellen M. Hancock, 51
Former Senior Vice President and Group Executive, International Business
Machines Corporation. Mrs. Hancock joined IBM as a programmer in 1966 and served
in various staff, managerial and executive positions. She was elected an IBM
Vice President in September 1985 and in December 1985 was named Vice President,
Telecommunications Systems, Communication Products Division. She was named
President, Communication Products Division, in 1986 and General Manager,
Networking Systems, in 1988. She was elected an IBM Senior Vice President in
November 1992 and assumed the position of Group Executive in 1993. Mrs. Hancock
is on the board of directors of Siemens Rolm Communications Inc. She is also on
the board of trustees of Marist College.
Director since 1988
4
David W. Johnson, 62
Chairman, President and Chief Executive Officer of Campbell Soup Company. Mr.
Johnson began his business career as a management trainee at Colgate Australia
in 1959 and received a series of promotions at the Company, becoming General
Manager of Colgate's South Africa subsidiary in 1967. He then held several
positions with Warner-Lambert from 1972 to 1982, including President of their
Asian Management Center, President of their Personal Products Division and
President of American Chicle Division. In 1982, Mr. Johnson became President and
Chief Executive Officer of Entenmann's, Inc. From 1987 to 1989, he served as
Chairman, Chief Executive Officer and President of Gerber Products Company and
from 1989 to 1990 he served as Chairman and Chief Executive Officer of Gerber.
Mr. Johnson was elected Chairman of Campbell Soup Company in 1993 and has been
its President, Chief Executive Officer and a Director since January 1990.
Director since 1991
John P. Kendall, 66
Officer, Faneuil Hall Associates, Inc., a private investment company, since
1973. Mr. Kendall is a former Chairman of The Kendall Company and a former
director of the Shawmut Bank of Boston, N.A.
Director since 1972
Delano E. Lewis, 56
Chief Executive Officer and President, National Public Radio. From 1973 through
1988, Mr. Lewis held positions of increasing responsibility with Chesapeake &
Potomac Telephone Company, including Vice President responsible for External
Affairs. From 1988 through 1993, until he assumed his present position, Mr.
Lewis was the President and Chief Executive Officer of Chesapeake & Potomac
Telephone Company. Mr. Lewis has also served on the Peace Corps staff in Africa
and on the staff of the United States Equal Employment Opportunity Commission
and the United States Department of Justice. Mr. Lewis is also a director of
GEICO Corporation, Chase Manhattan Corp., Apple Computers and Black
Entertainment Television and has served on the boards of many civic, educational
and public service organizations, including Catholic University, the United
Negro College Fund, the Washington Performing Arts Society and the Greater
Washington Board of Trade.
Director since 1991
5
Howard B. Wentz, Jr., 65
Chairman of ESSTAR Incorporated since July 1989 and Chairman of Tambrands Inc.
since June 1993. Previously, he was Chairman, President and Chief Executive
Officer of Amstar Corporation. Mr. Wentz joined Amstar in 1969 as Vice President
of Operations for its subsidiary, Duff-Norton Company, Inc. He was elected
President of Duff-Norton in 1970, Vice President of Amstar in 1972, a director
in 1976 and Executive Vice President and Chief Operating Officer in 1979. He
assumed the additional responsibilities of President in 1981, Chief Executive
Officer in 1982 and Chairman in 1983. In 1984, Mr. Wentz was appointed President
and a director of Amstar Holdings, Inc. Prior to becoming Chairman, Mr. Wentz
was already a director of Tambrands Inc.
Director since 1982
The Board recommends a vote IN FAVOR of the nominees for director listed above.
SECURITY OWNERSHIP OF MANAGEMENT
The following table shows the beneficial ownership of Common Stock and Series B
Convertible Preference Stock by each director, each executive officer named in
the Summary Compensation Table on page 10 and directors and executive officers
as a group. No director or executive officer owns any $4.25 Preferred Stock.
Common Stock Series B Convertible
Amount and Nature of Preference
Beneficial Ownership(1,2) Stock (ESOP)
Restricted
Stock Options
Name of Directly Vesting Within Exercisable Amount and Nature of
Beneficial Owner Owned 60 Days(3) Within 60 Days Beneficial Ownership(2,4)
Reuben Mark(5) 483,803 55,538 1,849,905 2,293
William S. Shanahan 134,471 11,107 272,240 1,367
William G. Cooling 84,901 7,775 140,585 1,175
Robert M. Agate 78,507 5,109 61,012 1,495
David A. Metzler 38,834 2,870 91,324 1,345
Vernon R. Alden(6) 10,145 0 333 --
Jill K. Conway 3,900 0 333 --
Ronald E. Ferguson(7) 9,639 0 333 --
Ellen M. Hancock(8) 4,047 0 333 --
David W. Johnson 3,145 0 333 --
John P. Kendall(9) 172,183 0 333 --
Delano E. Lewis 2,329 0 333 --
Howard B. Wentz, Jr. 12,511 0 333 --
All directors and
executive officers as a
group
(29 persons) 1,577,605 103,289 3,074,355 23,272
(1) Information regarding Common Stock holdings is as of February 22, 1995,
except for holdings in the Savings and Investment Plan which are as of December
31, 1994. Unless otherwise indicated, beneficial ownership of Common Stock is
direct, and the person indicated has sole voting and investment power.
Footnotes continue on following page.
6
(2) Each indicated person beneficially owns less than one percent of the
outstanding Common Stock and Series B Convertible Preference Stock, except for
Mr. Mark who beneficially owns 1.6% of the outstanding Common Stock. All
directors and executive officers as a group beneficially own 3.2% of the
outstanding Common Stock and less than 1% of the outstanding Series B
Convertible Preference Stock. Ownership of Common Stock includes direct
ownership, restricted stock vesting within 60 days, exercisable options and
Savings and Investment Plan holdings.
(3) These shares of restricted stock vested on March 1, 1995 and are also
included in the total number of restricted stock holdings shown as of December
31, 1994 in footnote 3 on page 11.
(4) Information regarding Series B Convertible Preference Stock holdings is as
of December 31, 1994. Series B Convertible Preference Stock is issued to a
trustee acting on behalf of the Company's Savings & Investment Plan.
Participants in such plan, including the executive officers named in the Summary
Compensation Table, have sole voting power over such shares, subject to the
trustee's right to vote such shares if the participant fails to do so, but no
investment power until distribution in accordance with the terms of such plan,
subject to statutory diversification requirements.
(5) Mr. Mark has limited rights exercisable in conjunction with 631,300 of his
stock options which permit him to realize the accumulated value of such options
in the event of a change in control.
(6) Mr. Alden's holdings do not include 3,000 shares of Common Stock held by his
spouse, as to which he disclaims beneficial ownership.
(7) Mr. Ferguson's holdings do not include 1,595 Common Stock units credited to
a deferred account under the Restated and Amended Deferred Compensation Plan for
Non-Employee Directors (the "Deferred Compensation Plan"). He has no voting or
investment power over these stock units. In addition, in the ordinary course of
business, General Re Corporation makes portfolio investments and may from time
to time hold securities of the Company. Mr. Ferguson, Chairman of the Board and
Chief Executive Officer of General Re Corporation, disclaims any beneficial
ownership of these securities.
(8) Mrs. Hancock's holdings include 200 shares of Common Stock owned jointly
with her spouse.
(9) Mr. Kendall's holdings do not include 310,502 shares of Common Stock held by
trusts in which he has a contingent remainderman's interest and 57,690 shares of
Common Stock held by trusts in which he has a limited power of appointment. He
has no voting or investment power in these trusts, and he disclaims beneficial
ownership of such shares. Mr. Kendall's holdings also do not include 1,640
Common Stock units credited to a deferred account under the Deferred
Compensation Plan, over which he has no voting or investment power.
Based on a review of the forms and written representations received by the
Company pursuant to Section 16(a) of the Securities Exchange Act of 1934, the
Company believes that, during 1994, its executive officers and directors
complied with all applicable Section 16 filing requirements, except that Mr.
Shanahan and Mr. McLeod each inadvertently filed one late report including two
transactions and three transactions, respectively.
7
Board of Directors and Committees
The Board of Directors met nine times during 1994.
The standing committees of the Board are the Audit Committee, Finance Committee,
Personnel and Organization Committee and Committee on Directors.
The Audit Committee oversees management's fulfillment of its financial
reporting and disclosure responsibilities and its maintenance of an
appropriate internal control system. It recommends appointment of the
Company's independent public accountants and oversees the activities of the
Company's internal audit function and the Global Business Practices Group. To
ensure independence, the independent public accountants, internal auditors
and general counsel meet with the Audit Committee with and without the
presence of management representatives. Its current members are: Ronald E.
Ferguson (Chair), Vernon R. Alden, Jill K. Conway, John P. Kendall (Deputy
Chair) and Howard B. Wentz, Jr. It met three times in 1994.
The Finance Committee oversees the financial policies and practices of the
Company. It also reviews the financial statements of the Company, makes
recommendations to the Board regarding financial and strategic matters and
oversees the Company's finance, treasury and related functions. Its current
members are: Howard B. Wentz, Jr. (Chair), Ronald E. Ferguson, Ellen M.
Hancock (Deputy Chair), John P. Kendall and Reuben Mark. It met six times in
1994.
The Personnel and Organization Committee oversees organizational, personnel,
compensation and benefits policies and practices of the Company. It reviews
the compensation of the executive officers and recommends to the Board the
compensation of the Chief Executive Officer. The Committee administers the
1977 and 1987 Stock Option Plans, the Executive Incentive Compensation Plan
and the Executive Severance Plan. It also oversees the Company's social
responsibility programs. Its current members are: Jill K. Conway (Chair),
Vernon R. Alden, Ronald E. Ferguson, David W. Johnson (Deputy Chair), John P.
Kendall and Delano E. Lewis. It met seven times in 1994.
The Committee on Directors recommends nominees for the Board of Directors. It
also makes recommendations to the Board regarding board and committee
structure and reviews Board member performance. Its current members are:
Vernon R. Alden (Chair), Jill K. Conway, John P. Kendall, Delano E. Lewis
(Deputy Chair) and Howard B. Wentz, Jr. It met three times in 1994. The
Committee on Directors will consider nominees recommended by stockholders.
Nominations by stockholders must be made in accordance with the information
and timely notice requirements of the Company's By-Laws, a copy of which may
be obtained from the Secretary of the Company. Such nominations must be in
writing and, for consideration at the 1995 Annual Meeting, received by the
Secretary no later than March 31, 1995.
All directors attended more than 89% of the meetings of the Board and the
committees on which they served in 1994.
8
Compensation of Directors
In 1994, directors (other than Mr. Mark) received an annual retainer of $18,000
and, under the Stock Compensation Plan for Non-Employee Directors, 275 shares of
Common Stock. Directors (other than Mr. Mark) received an annual stock option
grant of 1,000 shares. For each meeting of the Board of Directors or a committee
meeting attended, directors (other than Mr. Mark) received an attendance fee of
$1,000. The chair of each committee also received an annual retainer of $3,000,
and the deputy chair of each committee received an annual retainer of $1,500.
Under the Company's Restated and Amended Deferred Compensation Plan for
Non-Employee Directors, directors may elect to defer payment of all or a part of
their total cash compensation as directors and committee members. Deferred fees
are credited to a phantom Common Stock account which is adjusted to reflect
changes in the market price of the Common Stock and dividends paid.
Distributions are made in cash, either in annual installments or by lump sum,
after the retirement or resignation of the director.
Under the Company's Stock Purchase Plan for Non-Employee Directors, directors
may elect to have all or a portion of their non-deferred cash compensation used
to purchase Common Stock. Shares of Common Stock which represent retainer and
committee chairperson fees are purchased prospectively at the beginning of the
year; shares which represent attendance fees are purchased retroactively after
the end of the year. In each case, such purchases are made on behalf of
directors on the open market following the Company's annual public earnings
release. The Company pays brokerage fees and other transaction-related costs.
Under the Company's Pension Plan for Outside Directors, a non-employee director
who retires after reaching age 72 and who has served a minimum of nine years as
a director receives, in cash, an annual pension equal in value to 100% of the
annual retainers paid for the twelve-month period prior to retirement. For this
purpose, Common Stock received under the Stock Compensation Plan for
Non-Employee Directors is valued at the fair market value on the day on which it
is granted to the director. A non-employee director who becomes permanently
disabled and has five or more years of service as a director receives an
undiscounted pension from the date of such disability. A non-employee director
who retires before reaching age 72 with at least nine years of service as a
director may receive a pension with the approval of the Board. All such pensions
are paid quarterly for the lifetime of the director.
9
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth the 1994, 1993 and 1992 compensation of the Chief
Executive Officer and the four other most highly compensated executive officers
of the Company (the "Named Officers"). Column (g), Securities Underlying
Options, includes reload options which do not result in an increase in the
combined total number of shares and options held by the employee (see also
footnote 5).
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Restricted All
Annual Stock *Securities Other
Name and Bonus Compensa- Awards Underlying LTIP Compen-
Principal Position Year Salary ($) ($)(1) tion($)(2) ($)(3,4) Options(#)(5) Payouts($) sation($)(7)
Reuben Mark 1994 945,500 1,413,000 -- 2,411,731 159,800 0 101,571
Chairman of the Board 1993 900,833 1,264,000 -- 2,141,552 1,000,000(6) 0 93,949
and Chief Executive 1992 852,443 1,150,000 -- 1,946,250 277,793 0 84,583
Officer
William S. Shanahan 1994 646,667 650,000 -- 693,284 152,700 0 62,212
President and Chief 1993 606,667 590,000 -- 587,248 44,000 0 58,298
Operating Officer 1992 537,860 525,000 -- 523,606 125,910 0 45,481
William G. Cooling 1994 397,833 303,000 -- 375,846 86,750 0 40,562
Chief of Specialty 1993 378,500 286,000 -- 319,521 78,820 0 32,845
Marketing Operations 1992 358,633 265,000 -- 284,542 80,735 0 29,666
Robert M. Agate 1994 370,833 295,000 -- 375,846 128,958 0 41,832
Chief Financial 1993 344,500 270,000 -- 319,521 42,080 0 38,968
Officer 1992 319,527 241,000 -- 284,542 84,692 0 36,035
David A. Metzler 1994 348,333 217,992 -- 311,935 23,222 0 37,526
President 1993 313,333 214,875 -- 211,555 35,662 0 32,712
Colgate-Europe 1992 258,693 238,694 -- 167,310 23,521 0 28,047
* Includes reload options granted pursuant to the Accelerated Ownership Feature
of the 1987 Stock Option Plan. Reload option grants do not result in an increase
in the combined total number of shares and options held by an employee prior to
the exercise. See Individual Grants Table on page 12.
(1) Amounts include bonuses earned for the years indicated, paid on or before
March 15 of the following year, consistent with past practice.
(2) None of the Named Officers received perquisites or other personal benefits
in an amount large enough to require reporting in this column, nor did any of
them receive any other compensation required to be reported in this column.
(3) Amounts include awards earned for the years indicated, granted on or before
March 15 of the following year, consistent with past practice. Awards for 1992,
1993 and 1994 vest in three years except for Mr. Mark's 1992 award which vests
in five years. Dividend equivalents accrue on the restricted stock during the
vesting period. As of December 31, 1994, the Named Officers as a group held an
aggregate of 310,511 shares of restricted stock, with a value of $19,678,636,
based on the closing market price of the Common Stock on December 31, 1994.
Footnotes continue on following page.
10
The number and value of the restricted stock holdings of each of the Named
Officers at December 31, 1994, are set forth below:
# of Shares $ Value
Reuben Mark 196,090 12,427,204
William S. Shanahan 50,341 3,190,361
William G. Cooling 30,207 1,914,369
Robert M. Agate 24,959 1,581,777
David A. Metzler 8,914 564,925
(4) In 1992, the Company established the Long Term Global Growth Program,
discussed on page 20. The 1992, 1993 and 1994 restricted stock awards granted
under this program reflect the achievement of certain financial goals (growth in
net sales and earnings per share) over a measurement period (one year for 1992,
two years for 1993 and three years for 1994).
(5) Amounts include reload options granted during 1994, 1993 and 1992 pursuant
to the Accelerated Ownership Feature of the 1987 Stock Option Plan. This feature
was implemented to promote increased employee share ownership by encouraging the
early exercise of options and retention of shares. Under this feature, if an
employee uses shares he or she already owns to pay the exercise price of a stock
option or the related taxes withheld, he or she receives a new option for an
equal number of shares at the then current market price with the same expiration
date as the original option. The incremental shares received upon exercise of
the stock option over the shares surrendered are restricted from sale for a
period of two years. The new, or reload, option grant does not result in an
increase in the combined total number of shares and options held by an employee
prior to the exercise.
The number of reload options included in the amounts shown in column (g) for
1994, 1993 and 1992, respectively, are as follows: Mr. Mark, 159,800, 0 and
277,793; Mr. Shanahan, 109,700, 0 and 81,910; Mr. Cooling, 65,750, 55,320 and
55,735; Mr. Agate, 107,958, 20,080 and 63,692 and Mr. Metzler, 3,222, 18,622 and
6,521. See also 1994 Option Grants on page 12.
(6) The amount shown represents an upfront grant of "above-market" stock options
in place of grants that would otherwise have been made during the period
1993-1998.
(7) Amounts shown in All Other Compensation, column (i), are pursuant to
programs available to all employees generally, as follows:
Supplemental
Savings & Savings &
Investment Investment Value of
Plan Retiree Success Plan Company Paid
Company Insurance Sharing Company Life Insurance
Named Officer Match Account Account Match Premiums
Reuben Mark 6,300 7,173 2,500 79,342 6,256
William S. Shanahan 6,300 3,586 2,500 42,305 7,521
William G. Cooling 6,300 7,173 2,500 21,266 3,323
Robert M. Agate 6,300 7,173 2,500 18,963 6,896
David A. Metzler 6,300 7,173 2,500 17,480 4,073
11
The amounts shown as Savings & Investment Plan Company Match, Retiree Insurance
Account and Success Sharing Account represent the value (as of the time of
allocation) of shares of Series B Convertible Preference Stock allocated to the
Named Officers' Accounts under the Savings and Investment Plan. Premium payments
for life insurance were not made pursuant to split dollar life insurance
arrangements.
1994 Option Grants
The following table shows information regarding grants of stock options in 1994
to the Named Officers. The table includes both new options granted in 1994 and
reload options granted automatically under the Accelerated Ownership Feature of
the 1987 Stock Option Plan described on page 11 in footnote 5. Use of the
Accelerated Ownership Feature does not result in an increase in the total
combined number of shares and options held by an employee. The Company did not
grant any stock appreciation rights during 1994.
INDIVIDUAL GRANTS
(a) (b) (c) (d) (e) (f)
Number Of % Of Total
Securities Options
Underlying Granted To Exercise Grant Date
Options Employers Or Base Present
EXECUTIVE OFFICER Granted In Fiscal Year Price ($/Sh) Exp. Date Value($)(7)
Reuben Mark
2/94 Reload Options(1) 159,800 6.32% 63.8125 03/08/99 1,395,054
William S. Shanahan
1994 Grant(2) 43,000 1.70% 56.2500 09/07/04 496,220
2/94 Reload Options(1) 109,700 4.34% 62.8125 (3) 939,032
TOTAL 152,700 6.04% 1,435,252
William G. Cooling
1994 Grant(2) 21,000 0.83% 56.2500 09/07/04 242,340
2/94 Reload Options(1) 65,750 2.60% 64.1875 (4) 579,915
TOTAL 86,750 3.43% 822,255
Robert M. Agate
1994 Grant(2) 21,000 0.83% 56.2500 09/07/04 242,340
2/94 Reload Options(1) 61,012 2.41% 61.0625 (5) 504,569
11/94 Reload Options(1) 46,946 1.86% 60.2500 (6) 373,690
TOTAL 128,958 5.10% 1,120,599
David A. Metzler
1994 Grant(2) 20,000 0.79% 56.2500 09/07/04 230,800
5/94 Reload Options(1) 3,222 0.13% 56.4375 09/09/97 25,454
TOTAL 23,222 0.92% 256,254
(1) Reload options received pursuant to the Accelerated Ownership Feature become
fully exercisable six months after the date of grant and terminate on the
expiration date of the original option. See also footnote 5 on page 11.
Footnotes continue on following page.
12
(2) The 1994 option grants (other than options granted pursuant to the
Accelerated Ownership Feature referred to above) become exercisable in
increments of one-third annually commencing on the first anniversary date of the
option grant and become fully exercisable on the third anniversary date thereof.
(3) Includes the following options received pursuant to the Accelerated
Ownership Feature: 16,490 options expiring on 09/09/97; 6,491 options expiring
on 09/07/98; 46,702 options expiring on 09/13/99; and 40,017 options expiring on
09/12/00.
(4) Includes the following options received pursuant to the Accelerated
Ownership Feature: 6,613 options expiring on 06/27/95; 5,050 options expiring on
06/12/96; 18,649 options expiring on 09/13/99; 22,466 options expiring on
09/12/00; and 12,972 options expiring on 10/10/01.
(5) Includes the following options received pursuant to the Accelerated
Ownership Feature: 4,256 options expiring on 06/27/95; 7,279 options expiring on
06/12/96; 1,913 options expiring on 06/13/96; 4,977 options expiring on
09/09/97; 18,937 options expiring on 09/13/99; 12,458 options expiring on
09/12/00; and 11,192 options expiring on 10/10/01.
(6) Includes the following options received pursuant to the Accelerated
Ownership Feature: 5,705 options expiring on 10/10/01; 13,423 options expiring
on 09/03/02; 601 options expiring on 09/09/97; 13,093 options expiring on
09/07/98; 7,415 options expiring on 09/12/00; and 6,709 options expiring on
09/01/03.
(7) Amounts shown are estimates of the value of the options which have been
calculated by Hewitt Associates using a Black-Scholes based option valuation
model. The material assumptions and adjustments incorporated into the
Black-Scholes based model include the exercise price of the option, the option
term (including the impact of the Accelerated Ownership Feature), an interest
rate factor based on the U.S. Treasury rate over the option term (ranging from
4% to 7%), a volatility factor based on the standard deviation of the price of
the Company's Common Stock for the one year period prior to the grant date
(ranging from 18% to 23%) and a dividend rate based on the annualized dividend
rate per share of Common Stock at the grant date. The actual value of the
options, if any, will depend on the extent to which the market value of the
Common Stock exceeds the price of the option on the date of exercise. Management
believes that the Black-Scholes model was not developed for the purpose of
valuing employee stock options, particularly those having rights such as the
Accelerated Ownership Feature. There can be no assurance that this Black-Scholes
based model will approximate the value the executive will actually realize.
13
1994 Option Exercises And Year-End Values
The following table shows information regarding the exercise of stock options
during 1994 by the Named Officers and the number and value of any unexercised
stock options as of December 31, 1994.
(a) (b) (c) (d) (e)
Number of
Securities Value of
Underlying Unexercised
Unexercised In-The-Money
Options at Options at
Shares FY-End (#) FY-End ($)
Acquired On Value Exercisable/ Exercisable/
Executive Officer Exercise (#) Realized ($) Unexercisable Unexercisable
Reuben Mark 268,700 10,999,906 1,516,574/ 32,934,113/
666,669 159,581
William S. Shanahan 174,641 5,704,176 272,240/ 1,993,885/
87,001 739,968
William G. Cooling 77,386 1,141,913 140,585/ 678,541/
45,001 384,738
Robert M. Agate 119,105 955,115 61,012/ 141,090/
89,613 510,773
David A. Metzler 6,155 176,024 96,317/ 1,961,967/
37,001 310,031
The option values shown above reflect an increase in the market value of the
Company from $2.7 billion as of December 31, 1987 (the earliest grant year of
the options reported above) to $9.2 billion on December 31, 1994. The number and
value of exercisable options shown for Mr. Metzler in columns (d) and (e) do not
reflect his option exercise in February 1995 which reduced the value of his
options shown in column (e) above by $31,518. Including this February
transaction, the number of exercisable options beneficially owned by Mr. Metzler
as of February 22, 1995 is as shown on the Security Ownership of Management
Table on page 6.
Retirement Plan
Table A below shows the estimated maximum annual retirement benefit payable to
persons (including the Named Officers) retiring in 1995 under the "final average
earnings" formula of the Colgate Employees' Retirement Income Plan (the
"Retirement Plan"). Table B shows the estimated annual retirement benefit for
each of the Named Officers payable under the Colgate Personal Retirement Account
("PRA") formula, which was added to the Retirement Plan on July 1, 1989. All
salaried employees of the Company employed at June 30, 1989 (including the Named
Officers) were offered a one-time election to maintain the Retirement Plan's
benefit under the "final average earnings" formula by making monthly
contributions of 2% of recognized earnings (described below) up to the Social
Security wage base and 4% of recognized earnings in excess of the wage base. All
of the Named Officers made this one-time election in 1989. The Named Officers
and other employees who so elected are entitled at retirement to receive the
greater of the benefit under the "final average earnings" benefit formula (Table
A) or the benefit under the PRA formula (Table B).
14
TABLE A
(EXPRESSED IN $)
YEARS OF SERVICE
REMUNERATION(1,2,3) 15 20 25 30 35 40
500,000 135,000 180,000 225,000 270,000 315,000 360,000
750,000 202,500 270,000 337,500 405,000 472,500 540,000
1,250,000 337,500 450,000 562,500 675,000 787,500 900,000
1,750,000 472,500 630,000 787,500 945,000 1,102,500 1,260,000
2,250,000 607,500 810,000 1,012,500 1,215,000 1,417,500 1,620,000
2,750,000 742,500 990,000 1,237,500 1,485,000 1,732,500 1,980,000
(1) Remuneration equals "final average earnings" which is the average of the
individual's highest consecutive three years of "recognized earnings" out of the
ten years immediately preceding retirement. For the Named Officers, "recognized
earnings" is the sum of regular annual salary as of January 1, plus incentive
and bonus payments paid during the preceding calendar year (columns (c) (or
annual salary as of January 1, if higher) and (d) in the Summary Compensation
Table on page 10).
(2) The number of years of credited service under the Retirement Plan as of
January 1, 1995 for the Named Officers are: Mr. Mark--31 years 7 months; Mr.
Shanahan--29 years 5 months; Mr. Cooling--22 years 9 months; Mr. Agate--33
years 11 months; and Mr. Metzler--29 years 11 months.
(3) Includes payments under the Supplemental Employees' Retirement Plan in
excess of limitations under the Internal Revenue Code of 1986, as amended.
Benefits are computed by multiplying "final average earnings" by the product of
years of credited service and 1.8%. Benefits payable under the Supplemental
Employees' Retirement Plan are subject to a maximum of 70% of the sum of the
individual's base salary at retirement and bonus for the calendar year
immediately preceding retirement, less benefits payable under the basic
Retirement Plan. Benefits are subject to an offset for Social Security and
certain other enumerated benefits.
Benefits under the PRA are determined as follows: On July 1, 1989, an account
with an opening balance was established for each eligible person employed on
June 30, 1989, equal to the greater of (i) the lump-sum value of the pension
then accrued under the Retirement Plan's "final average earnings" formula or
(ii) an amount calculated by aggregating the monthly pay-based credits which
would have been made to the employee's account had the PRA always been in
effect. Thereafter, and with respect to PRA accounts established for any
eligible employee hired on or after July 1, 1989, monthly pay-based credits are
accumulated in an employee's account, being determined as a percentage of the
employee's monthly recognized earnings in accordance with the following formula:
Up to 1/4 of
Social Over 1/4 of
Security Social Security
Years of Service Wage Base Wage Base
0-9.................................. 2.50% 3.75%
10-14................................. 3.00% 4.50%
15-19................................. 4.00% 6.00%
20-24................................. 5.35% 8.00%
25 or more............................ 7.50% 11.25%
15
In addition, the employee's account is credited monthly with interest at 2% over
the current six-month Treasury bill rate, adjusted quarterly.
TABLE B
Table B shows the estimated annual retirement benefits payable under the PRA for
each of the Named Officers, based on 1995 recognized earnings and assuming no
future increases in such earnings and an annuity rate of 9%:
Year Amount of
Reaching Level
Age 65 Annuity ($)1
Reuben Mark 2004 813,890
William S. Shanahan 2005 446,416
William G. Cooling 2009 277,722
Robert M. Agate 2001 209,448
David A. Metzler 2008 248,595
(1) Includes payments in excess of Internal Revenue Code limitations under the
Supplemental Employees' Retirement Plan. Benefits payable under the Supplemental
Employees' Retirement Plan are subject to a maximum of 70% of the sum of the
individual's base salary at retirement and bonus for the calendar year
immediately preceding retirement, less benefits payable under the basic
Retirement Plan.
Executive Severance Plan and Other Arrangements
The Executive Severance Plan (the "Severance Plan") was adopted by the Board of
Directors effective September 1, 1985, and was last amended as of June 11, 1992.
The Severance Plan is administered by the Personnel and Organization Committee
(the "P&O Committee"). The P&O Committee selects participants from among the
executive officers and other key personnel of the Company and has selected the
Named Officers, among others, as participants.
If within two years of a change of control of the Company (as defined in the
Severance Plan), an executive participating in the Severance Plan terminates
employment due to an adverse change in conditions of employment or the Company
terminates the executive's employment other than for cause (defined as serious
willful misconduct likely to result in material economic damage to the Company),
the executive is entitled to receive, in a lump sum, an amount equal to between
12 and 36 months of compensation and a pro rata cash bonus under the Executive
Incentive Compensation Plan for the period prior to termination. Compensation is
defined to include the executive's base salary as of the termination date plus
his or her highest cash award under the Executive Incentive Compensation Plan
within the last five years. If an outside accounting firm determines that
receipt of such a lump sum under the Severance Plan would subject the executive
officer to tax under Section 4999 of the Internal Revenue Code, he or she may
elect to receive in lieu of such lump sum, a reduced amount resulting in equal
or greater net after-tax aggregate payments than would be received by payment of
the lump sum.
In addition, the Company has made commitments to participants in the Severance
Plan that if it terminates the employment of a participant at its convenience
rather than as a result of a change of control, it will continue the
participant's base salary and certain benefits for a period ranging from nine to
36 months. No payments are made in the event of a voluntary termination (which
does not include termination due to an
16
adverse change in conditions of employment) or termination for cause. In
addition, the period during which salary is continued and benefits are paid does
not extend beyond attainment of age 65 or attainment of 85 or more combined
years of age and service with the Company.
Other arrangements relating to a change of control contained in existing Company
benefit plans are as follows. Under the 1977 and 1987 Stock Option Plans, all
outstanding stock options held by employees, whether or not then currently
exercisable, become immediately exercisable upon a change of control. Under the
Non-Employee Director Stock Option Plan, all outstanding options granted to
non-employee directors also become immediately exercisable upon a change of
control regardless of whether or not they were then fully vested and exercisable
or the options may be surrendered for the difference between their exercise
price and the stock's current value. In addition, under the Executive Incentive
Compensation Plan, the Board of Directors has the discretion to accelerate the
vesting of restricted stock awards to executive officers. With respect to the
Supplemental Employees' Retirement Plan, which is an unfunded plan, the Company
has arranged for a letter of credit which requires the issuing bank to fund the
accrued benefits payable under such plan in the event of a change of control of
the Company and the Company's refusal to pay the benefit. Funding will be made
by payments to a trust, which currently is subject to the claims of the
Company's creditors in the event of an insolvency.
COMPENSATION COMMITTEE INTERLOCKS AND CERTAIN TRANSACTIONS
As discussed above, the members of the P&O Committee during 1994 were Mrs.
Conway and Messrs. Alden, Ferguson, Johnson, Kendall and Lewis. All six members
are non-management directors, and none has any direct or indirect material
interest in or relationship with the Company or any of its subsidiaries, other
than stockholdings as discussed above and as related to his or her position as
director. None of the executive officers of the Company has served on the Board
of Directors or compensation committee of any other entity, any of whose
officers served either on the Company's Board of Directors or the P&O Committee.
The Company purchases and leases computer equipment, software and services from
IBM Corporation. These transactions are all entered into in the ordinary course
of the Company's business, are made on customary terms and conditions and in
total are not material to the Company or IBM Corporation. Ellen Hancock, a
director of the Company, is a former Senior Vice President of IBM Corporation.
The Company believes that Ms. Hancock has no direct or indirect material
interest in these transactions.
The Company from time to time enters into non-leveraged swap agreements with
various financial institutions, including General Re Financial Products
Corporation (a subsidiary of General Re Corporation), the effect of which is
typically to convert the Company's debt from floating to fixed rate obligations.
The Company's fixed rates are set by competitive bid. These transactions are
entered into in the ordinary course of the Company's and General Re
Corporation's business, are made on customary terms and conditions and are not
material to the Company or General Re Corporation. Ronald Ferguson, a director
of the Company, is the Chairman of the Board and Chief Executive Officer of
General Re Corporation. The Company believes that Mr. Ferguson has no direct or
indirect material interest in these transactions.
P&O COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Pursuant to the rules of the SEC, set forth below is the report of the
Compensation Committee regarding its compensation policies for 1994 for the
Company's executive officers, including the Chief Executive Officer.
17
The Company's executive compensation practices are designed to support its
business goals of fostering profitable growth and increasing shareholder value.
The Company seeks to align the interests of executives and stockholders through
the use of stock-based compensation plans. In addition, the Company's policy is
to pay for performance; that is, the better the individual, team, business unit
and/or global performance against established goals and objectives, the greater
the compensation reward. Finally, each element of the Company's compensation
package is designed to be competitive with the compensation practices of other
leading consumer products and industrial companies.
As noted above, the P&O Committee is composed entirely of non-management
directors. In addition to Company sources, the P&O Committee periodically
retains the services of independent compensation consultants to help it assess
the competitiveness and effectiveness of the Company's executive compensation
practices in general and for the Chief Executive Officer in particular. Most
recently, in 1991 Hewitt Associates conducted a comprehensive review of the
Company's executive compensation practices at all levels. In 1992, Towers Perrin
reviewed the current and long term incentive compensation of the Chief Executive
Officer, as discussed later in this report. In 1994, Towers Perrin consulted
with the P&O Committee in its review of Section 162(m) of the Internal Revenue
Code and in developing modifications to existing compensation plans to qualify
compensation paid to its executive officers for deductibility. The P&O Committee
also consulted with Towers Perrin in its annual review of the Chief Executive
Officer's long term compensation.
The P&O Committee reviewed and recommended the overall compensation of Reuben
Mark, the Chairman and Chief Executive Officer of the Company, subject to the
approval of the non-management directors. In addition, the P&O Committee
reviewed and approved and the Board ratified, the overall compensation of the
other executive officers of the Company. The key elements of compensation used
by the Company are base salary and performance based incentives including annual
cash bonuses, stock options and other long term incentives. This report
discusses the Company's practices regarding each of these elements as applied to
the executive officers generally and concludes with a separate discussion of Mr.
Mark's compensation in particular.
Base Salary
The Company's practice is to pay salaries which are competitive with a
comparison group of other leading consumer products and industrial companies
(the "Comparison Group"). The companies in the Comparison Group are selected by
the Company's Human Resources department based on the recommendation of
independent compensation consultants and are reviewed and approved by the P&O
Committee. While the Comparison Group is comprised primarily of consumer
products companies, companies outside the consumer products field are also
included because the Company believes, and the P&O Committee concurs, that the
market for executive talent is broader than simply other consumer products
companies. The peer group used in the Stock Price Performance Graph on page 22
is composed solely of companies with whom the Company competes in one or more of
its primary businesses. The composition of the Comparison Group is updated
periodically.
The midpoint of the salary range for executive officers is set at the median of
the Comparison Group, with salaries above the median available to exceptional
performers and key contributors to the success of the Company. Annual salary
adjustments are based on individual performance, assumption of new
responsibilities, competitive data from the Comparison Group and the Company's
overall annual salary budget guidelines. If an executive officer is responsible
for a particular business unit, such unit's financial results
18
are taken into account. In addition, other performance measures, such as
improvements in customer service, faster product development, improving market
share of Colgate brands, global expansion and productivity increases, are
considered.
Increases for all executive officers as a group were determined by the direct
manager of each officer taking into account the Company's pre-established salary
increase guidelines, business unit results for those with business unit
responsibilities, as well as an individual performance assessment of each
officer by his or her direct manager, based on the factors discussed above. As a
group, in 1994 executive officers were paid at approximately the median of the
Comparison Group for similar jobs.
Annual Cash Bonus
In 1994, the Company's executive officers were eligible for annual cash bonuses
under the Executive Incentive Compensation Plan (the "EICP Plan") previously
approved by stockholders. During 1994, stockholders approved the addition of a
section to the EICP Plan requiring that annual bonuses for covered employees be
made only upon the successful attainment of specific performance measures
established in advance by the P&O Committee. During 1994, the covered employees
for cash bonus purposes included the Chief Executive Officer and the seven
executive officers who report directly to him (the "Covered Executives"). The
amount of the annual bonus for these Covered Executives is payable based upon
the degree of achievement of pre-established performance measures, subject to
the P&O Committee's discretion to adjust awards downward. The pre-established
performance measure was an earnings per share goal.
Individual bonuses for executive officers who were not Covered Executives were
determined by a formula based on the financial performance of the entire company
as a whole or the business unit to which an executive was assigned as well as
performance against specific individual and team goals. The Company-wide
financial performance measure was an earnings per share goal and this applied to
all officers with corporate-wide responsibilities. The business unit financial
measures were sales and profit and these applied to all officers with specific
business unit responsibilities.
Executive officers were assigned threshold, target and maximum bonus award
opportunities based on their grade levels. Target award opportunities are
generally set at the median of the Comparison Group. If the Company or business
unit exceeds its earnings per share or sales and profit goals, above-target
bonuses may be granted. If the minimum financial goals have not been met,
bonuses, if any, would be below the target level.
During 1994, the Company exceeded its earnings per share goal and most business
units exceeded their sales and profit goals; therefore, bonuses for executive
officers as a group exceeded median bonus levels of the Comparison Group. For
each of the seven Covered Executives, the P&O Committee exercised its discretion
to adjust bonus awards downward, so that in each case, the executive received
less than the bonus formula indicated.
Long Term Performance-Based Incentives
Colgate has two principal compensation vehicles for encouraging the long term
growth and performance of the Company. The first is stock options granted under
the 1987 Stock Option Plan, and the second is restricted stock awards under the
Long Term Global Growth Program of the EICP Plan.
19
The 1987 Stock Option Plan
Under the Company's 1987 Stock Option Plan, stock options are generally granted
annually to executive officers. Guidelines for the size of stock option awards
are developed based on factors similar to those used to determine salary and
bonus, including a review of the practices of the Comparison Group. Since the
Company, with the concurrence of the P&O Committee, views stock options as a way
to obtain competitive compensation advantage, target award levels are set from
the median to the 75th percentile of the Comparison Group. Actual award grants
may vary from target based on individual performance, business unit performance
or the assumption of increased responsibilities. In the event of poor corporate
performance, the P&O Committee may decide not to grant annual stock options.
1994 stock option awards for executive officers as a group reflect above target
corporate performance. The amount and terms of current stock holdings by
executive officers did not influence grant decisions.
Stock options during 1994 (other than options granted under the Accelerated
Ownership Feature described on page 11 in footnote 5) were granted with an
exercise price equal to the market price of the Common Stock on the date of
grant and have a ten-year term. They vest in equal annual installments over
three years. This approach is designed to motivate the creation of stockholder
value over the long term since the full benefit of the stock option grant cannot
be realized unless stock price appreciation occurs over a number of years. In
addition, the Accelerated Ownership Feature of the 1987 Stock Option Plan (as
previously approved by stockholders) facilitates ownership and retention of the
Common Stock by executive officers of the Company.
The Long Term Global Growth Program
Under the Long Term Global Growth Program, long term incentive awards are
dependent on Company achievement of targeted levels of growth in compounded
global annual net sales and earnings per share over a three-year measurement
period. In addition to these financial measures, supplemental measures dealing
with non-financial business fundamentals are established from time to time.
Each year an executive officer is assigned a threshold, target and maximum award
opportunity which is realizable if the Company meets or exceeds specific
financial goals, e.g., sales and earnings per share, over the following three
years. The target award opportunities are set in dollars as a percentage of
salary at the median of the Comparison Group, except for the Chairman's target
which is expressed as a specific number of shares. At the end of the measurement
period, awards are made in the form of restricted stock based on the fair market
value of the Common Stock on the date the award is actually made. Awards are
subject to the discretion of the P&O Committee. Once awarded after the
three-year measurement period, the restricted stock grants are subject to
possible forfeiture for an additional three year period if the executive's
employment with the Company is terminated during that time.
The P&O Committee granted restricted stock awards to executive officers under
the Long Term Global Growth Program for 1994 based on sales and earnings per
share growth and performance on supplemental measures dealing with non-financial
business fundamentals over the 1992 through 1994 measurement period. Performance
on the financial measures exceeded target and all participants received an award
above target based on a pre-established formula relating sales and earnings per
share growth to target. Performance on the supplemental measures was evaluated
by the P&O Committee to be above standard which resulted in the grant of
restricted shares based on a pre-established formula relating this evaluation
20
to a percentage of the target award. The amount and terms of current stock
holdings by executive officers did not influence grant decisions.
1994 Chief Executive Officer Compensation
As mentioned above, the P&O Committee reviewed and recommended the overall
compensation of Reuben Mark, the Chairman and Chief Executive Officer of the
Company, subject to the approval of the non- management directors. As discussed
in the Base Salary section above, the midpoint of the salary range for executive
officers is set at the median of the Comparison Group, with salaries above the
median available to exceptional performers and key contributors to the success
of the Company. In setting Mr. Mark's 1994 base salary, the key factor the P&O
Committee considered was the Company's pre-established guidelines for
determining salary increases. Other factors included the Company's success in
exceeding its sales and profit goals in 1993, Mr. Mark's tenure as Chief
Executive Officer, his individual performance and contributions to the
continuing success and increased value of the Company and a comparison of base
salaries of other chief executive officers in the Comparison Group. During 1994,
the P&O Committee increased Mr. Mark's annual salary by 5%. Given these
considerations, particularly Mr. Mark's individual performance and the Company
performance during his tenure as Chief Executive Officer, his annual salary
exceeds the median of the Comparison Group.
As discussed above in the Annual Cash Bonus section, the Chief Executive
Officer's annual bonus is payable based upon the successful attainment of
specific performance measures established in advance by the P&O Committee,
subject to the P&O Committee's discretion to adjust calculated awards downward.
During 1994, the pre-established performance measure was an earnings per share
goal. Based on this bonus formula, Mr. Mark was awarded an annual bonus of
$1,413,000, an increase of 11.8% over the previous year. As the Company exceeded
its earnings per share goal, bonuses for the Chief Executive Officer and
executive officers as a group exceeded median bonus levels of the Comparison
Group. With regard to Mr. Mark's annual bonus, the P&O Committee exercised its
discretion to adjust his bonus downward so that he received less than the bonus
formula indicated.
In 1992, the P&O Committee retained Towers Perrin to design a long term
incentive program for Mr. Mark for 1993 and beyond. Towers Perrin recommended a
new program which was approved by all non- management directors in 1993 and was
described in the 1993 proxy. The purpose of the new program is to give the Chief
Executive Officer strong incentive to lead the Company to achieve exceptional
results. The program is thus structured to provide a substantial benefit to Mr.
Mark if the performance of the Company is outstanding, but a modest benefit or
no benefit at all if the Company's performance is average or below average.
As part of the long term incentive program developed for Mr. Mark, the P&O
Committee also recommended and all the non-management directors approved Mr.
Mark's eligibility in 1993 and thereafter for awards under the Long Term Global
Growth Program described above. As described in last year's proxy statement, Mr.
Mark's target award opportunity under this program, stated in shares of Common
Stock rather than cash, for the measurement period 1992-1994 is 22,500 shares.
As discussed above in the Long Term Global Growth Program section, the P&O
Committee granted restricted stock awards to executive officers under the Long
Term Global Growth Program for 1994 based on sales and earnings per share growth
and performance on supplemental measures dealing with non-financial business
fundamentals over the 1992 through 1994 measurement period. The Company's
performance on the financial measures exceeded target and the Chief Executive
Officer and all executive officers as a group received an award above target
21
based on a pre-established formula relating sales and earnings per share growth
to target. Performance on the supplemental measures was evaluated by the P&O
Committee to be above standard which resulted in the grant of restricted shares
based on a pre-established formula relating this evaluation to a percentage of
the target award. Mr. Mark was granted 38,093 restricted shares for the
1992-1994 measurement period.
No new stock option grants (other than options granted under the Accelerated
Ownership Feature described on page 11 in footnote 5) were granted to Mr.
Mark in 1994.
In summary, the P&O Committee believes that executive performance significantly
influences Company performance, and therefore the P&O Committee's approach to
executive compensation has been guided by the principle that executives should
have the potential for increased earnings when performance objectives are
exceeded, provided that there is appropriate downside risk if performance
targets are not met.
The foregoing report has been furnished by Mrs. Conway (Chair) and Messrs.
Alden, Ferguson, Johnson, Kendall and Lewis.
STOCK PRICE PERFORMANCE GRAPH
The following graph compares cumulative total stockholder returns on the Common
Stock against the S&P Composite-500 Stock Index and a peer company index for a
five-year period ending December 31, 1994.
[3-LINE CHART REPRESENTING TABLE BELOW]
1989 1990 1991 1992 1993 1994
Colgate-Palmolive 100 119 162 189 217 227
Peer Group 100 100 124 131 146 163
S&P 500 100 97 126 136 150 152
22
The companies included in the peer company index compete with the Company in one
or more of its primary businesses and are the same as included in last year's
proxy statement. They are as follows: Avon Products, Inc., Clorox Company, The
Dial Corp., Dow Chemical Company (Dow Brands), Eastman Kodak Company (Lehn &
Fink), Gillette Company, Ralston Purina Company (Pet Foods Division), The
Procter & Gamble Company, Quaker Oats Company (Pet Foods Division) and Unilever
N.V. The Comparison Group discussed in the P&O Committee Report earlier in this
Proxy Statement includes other industrial companies and consumer products
companies for reasons discussed in the report.
2. APPROVAL OF SELECTION OF AUDITORS
The Board of Directors, on the recommendation of the Audit Committee, has
selected Arthur Andersen LLP as auditors for the year ending December 31, 1995.
Arthur Andersen LLP, formerly Arthur Andersen & Co., has audited the accounts of
the Company since its incorporation. The Board of Directors considers it
desirable to continue the services of Arthur Andersen LLP. Representatives of
Arthur Andersen LLP are expected to be present at the meeting. They will have
the opportunity to make a statement and will be available to respond to
appropriate questions. If the stockholders should fail to approve the selection
of auditors, auditors will be designated by the Board of Directors.
The Board recommends a vote IN FAVOR of the approval of the selection of Arthur
Andersen LLP as auditors.
STOCKHOLDER PROPOSAL
Stockholder proposals for inclusion in the proxy materials relating to the 1996
Annual Meeting of Stockholders must be received by the Company no later than
November 22, 1995.
Management carefully considers all proposals and suggestions from stockholders
and supports proposals which it believes are in the best interests of the
Company and its stockholders. However, management opposes the following proposal
for the reasons indicated below.
3. STOCKHOLDER PROPOSAL ON BLANK CHECK PREFERENCE STOCK
Management has been advised that College Retirement Equities Fund, 730 Third
Avenue, New York, New York 10017, owner of 1,464,786 shares of Common Stock,
intends to submit the following proposal at the meeting.
23
CREF Shareholder Resolution
WHEREAS, the Company's Board of Directors has authority under the Company's
charter to issue one or more classes of so-called "blank check" preference
stock, having such voting and other rights as the Board, in its sole discretion,
may determine;
WHEREAS, the Board may be able to deter unsolicited acquisition offers by
placing blank check preference stock in friendly hands without seeking
shareholder approval;
WHEREAS, Delaware's anti-takeover statute enhances the Board's ability to deter
unsolicited takeover bids by placing a block of blank check preference stock in
friendly hands;
WHEREAS, such use of blank check preference stock by the Board could deprive
shareholders of the opportunity to consider valuable offers for their stock;
RESOLVED that the shareholders request that the Board:
Adopt a policy of seeking shareholder approval prior to placing preference stock
with any person or group except for the purpose of raising capital in the
ordinary course of business or making acquisitions and without a view to
effecting a change in voting power.
Proponent's Supporting Statement
I. The Board can limit shifts in control of the Company by placing a block of
preference stock in friendly hands without shareholder approval.
The Board can issue blank check preference stock for capital raising,
acquisitions or as an anti-takeover device, without shareholder approval. The
Board can use blank check preference stock as an anti-takeover device to deter
unsolicited tender offers favorable to shareholders. For example, the Board
could issue blank check preference stock to dilute the stock ownership of, or
create voting impediments for, an unsolicited acquirer. Since such uses of blank
check preference stock could diminish the value of the shareholders' investment
and decrease the market price of the Company's shares, shareholder approval
should be obtained before the Board uses blank check preference stock as an
anti-takeover device.
II. Delaware's anti-takeover statute enhances the Board's ability to deter
takeovers by undertaking blocking transactions.
Delaware's anti-takeover statute enhances the Board's ability to deter a
takeover by placing blank check preference stock in friendly hands. The statute
provides generally that unless an unsolicited acquirer obtains 85% of the
Company's voting stock in the transaction by which it obtains 15%, it is barred
for three years from consummating a business combination with the Company. The
Board can thus effectively deter
24
unsolicited bids by placing a significant block of blank check preference stock
in friendly hands, making it much harder (if not impossible) for an unsolicited
bidder to attain the 85% ownership it needs to be exempted from the Delaware
statute.
III. The Board should not use blank check preference stock to disadvantage
shareholders without their consent.
The Board's discretionary authority to issue blank check preference stock should
only be exercised for corporate purposes demonstrably in the best interests of
shareholders. Good corporate governance requires that holders of a majority of
voting stock approve the use of blank check preference stock as a deterrent to
unsolicited tender offers--a use that is not necessarily in the best interests
of shareholders.
Management Statement on the Proposal
The Board of Directors recommends that you vote AGAINST the proposal.
This is the third consecutive year that the proponent has raised the same
stockholder proposal. At the last two Annual Meetings, the stockholders rejected
the proposal. In so doing, the stockholders have reaffirmed their support for
the Board's authority to issue blank check preference stock when it is in the
best interests of the Company and its stockholders. The stockholders originally
approved the Board's authority to issue blank check preference stock at the 1988
Annual Meeting.
The Board continues to believe that its ability to issue blank check preference
stock in appropriate circumstances is essential to provide the Board with
maximum flexibility to act in the best interests of the Company and its
stockholders.
For the Company to continue to succeed in the highly competitive consumer
products industry, the Company must be in a position to respond immediately to
financing, acquisition and other business opportunities and situations. A
central purpose of the preference stock is to enable the Company to respond
quickly to these opportunities and situations free of the delays inherent in
obtaining advance stockholder approval. The proposal, if adopted, will severely
limit this flexibility and the Board's ability to take advantage of strategic
business opportunities as they arise.
The Board is strongly committed to honor its fiduciary duty and always to act in
the best interests of the stockholders.
The proponent's rationale for attempting to limit the Board's authority is that
if the Company were ever faced with a takeover attempt, the Board might seek to
issue preference stock in a manner disadvantageous to stockholders. To the
contrary, the Board of Directors has a fiduciary responsibility and is committed
to act in the best interests of the Company and its stockholders. In this regard
it is worth noting that, other than the Chairman of the Board, the Company's
Board is comprised entirely of independent directors without management ties to
the Company.
25
As illustrated by Colgate-Palmolive's strong growth and impressive financial
performance (see the Performance Graph on page 22 of this proxy statement), the
Company's Board and management have consistently acted in the stockholders' best
interests, delivering a total return to stockholders over the past five years of
127%. During this five-year period, the Company outperformed both the S&P 500
and the Peer Group Index. The Board has clearly and successfully demonstrated
its commitment to acting in the best interests of stockholders by acting on the
basis of its own business judgment in accordance with its fiduciary duty.
Safeguards already exist to protect the stockholders against the misuse of
preference stock by the Board.
The use of preference stock in a takeover situation is subject to special
scrutiny under the heightened standard of care applied by the courts to actions
taken in response to an offer. In addition, the rules of the New York Stock
Exchange limit the amount of preference stock convertible into Common Stock that
may be issued without stockholder approval to 20% of the then outstanding voting
stock. The Board believes that these major safeguards ensure that the
stockholders' best interests will continue to be preserved and protected.
While the proponent suggests that the proposal is only intended to limit the use
of preference stock as a takeover deterrent, the actual effect of the proposed
policy would be much broader and potentially detrimental to the Company and its
stockholders.
The proposal requires that the issuance of preference stock to raise capital
without stockholder approval be "in the ordinary course of business". Since
"ordinary course of business" is not defined, uncertainty will exist as to
whether a particular financing satisfies the standard and can be done without
stockholder approval. In addition, the requirement that an issuance of
preference stock without stockholder approval not effect a change in voting
power also creates uncertainty because any issuance of voting preference
stock--even absent a takeover proposal--could effect a change in voting power to
some degree.
These types of uncertainties will hamper the Company's ability to use preference
stock for financing and strategic acquisitions which are in the best interests
of the Company and its stockholders. Because prompt response to financing
conditions and acquisition opportunities in the competitive consumer products
market is often essential to their successful completion, these opportunities
may not only be delayed by the proposed policy, but permanently lost. The Board
believes that this is what the stockholders sought to avoid by approving the
Board's authority to issue the blank check preference stock in 1988 and
reaffirming this approval for the preceding two years.
The Company believes that an appropriate balance between Board authority and
stockholder approval was achieved when stockholders authorized the blank check
preference stock in 1988. This balance enables the Board, within the applicable
legal principles and New York Stock Exchange Rules, to act in the best interests
of stockholders while retaining the maximum flexibility to take advantage of
business opportunities as they arise and thereby maximize stockholder value.
The Board recommends that you vote AGAINST the proposal.
26
OTHER BUSINESS
Management has no present intention of submitting any matters to the meeting
other than those set forth above. It knows of no additional matters that will be
presented by others. However, with respect to any other business that may come
before the meeting, the persons designated in the enclosed proxy will vote in
accordance with their best judgment.
By order of the Board of Directors.
Andrew D. Hendry
Senior Vice President, General Counsel and Secretary
27
[COLGATE-PALMOLIVE COMPANY LOGO]
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS AND PROXY STATEMENT
Printed on Recycled Paper
28
COLGATE-PALMOLIVE COMPANY
EMPLOYEES SAVINGS AND INVESTMENT PLAN
To: Plan Participants
As a participant in the above Plan, you may direct the manner in which shares of
Company Common Stock and/or Convertible Preference Stock allocable to your
interest in the Trust Funds established under such Plan shall be voted by the
appropriate Trustee at the annual meeting of stockholders to be held at New
York, New York on May 4, 1995 or at any adjournment thereof.
Election of Directors, Nominees:
V.R. Alden, J.K. Conway, R.E. Ferguson,
E.M. Hancock, D.W. Johnson, J.P. Kendall,
D.E. Lewis, R. Mark, H.B. Wentz, Jr.
You are encouraged to specify your choices by marking the appropriate boxes, SEE
REVERSE SIDE, but you need not mark any boxes if you wish to vote in accordance
with the Board of Directors' recommendations. If a signed card is not returned,
shares allocable to your interest in the Plan will be voted in the same
proportion as shares for which instruction cards are received.
(Continued and to be signed on other side.)
[X] Please mark your votes as in this example. 4061
This proxy when properly executed will be voted in the manner directed herein.
If no direction is made, this proxy will be voted in accordance with the Board's
recommendations.
The Board of Directors recommends a vote FOR Items 1 and 2.
1. Election of Directors.
(see reverse) FOR [ ] WITHHELD [ ]
FOR, except vote withheld from the following nominee(s):
- ---------------------------------------------------------
2. Approve selection of
Arthur Andersen LLP as Auditors. FOR [ ] AGAINST [ ] ABSTAIN [ ]
The Board recommends a vote AGAINST Item 3.
3. Stockholder Proposal:
Blank Check Preference Stock. FOR [ ] AGAINST [ ] ABSTAIN [ ]
In its discretion, the Proxy Committee is authorized to vote upon such other
business as may properly come before the meeting.
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.
- ---------------------------------------------------------
- ---------------------------------------------------------
SIGNATURE(S) DATE
FOLD AND DETACH HERE
ANNUAL MEETING
OF
COLGATE-PALMOLIVE COMPANY STOCKHOLDERS
Thursday, May 4, 1995
Your vote is important to us. Please detach the above proxy, sign the card and
insert it in the enclosed envelope at your earliest convenience. Further, be
advised that your vote is held in confidence by our outside tabulator, First
Chicago Trust Company of New York.
P
R
O
X
Y
COLGATE-PALMOLIVE COMPANY
300 Park Avenue, New York, NY 10022
Proxy Solicited by the Board of Directors
for Annual Meeting on May 4, 1995
The undersigned hereby appoints as proxies, with full power of substitution to
each, REUBEN MARK, VERNON R. ALDEN and HOWARD B. WENTZ, JR. (the Proxy
Committee) to vote as designated on the reverse side, all shares which the
undersigned would be entitled to vote at the annual meeting of stockholders of
the Company to be held at New York, New York on May 4, 1995 or at any
adjournments thereof. Action hereunder may be taken by a majority of said
proxies or their substitutes who are present or if only one be present, then by
that one.
Election of Directors, Nominees:
V.R. Alden, J.K. Conway, R.E. Ferguson,
E.M. Hancock, D.W. Johnson, J.P. Kendall,
D.E. Lewis, R. Mark, H.B. Wentz, Jr.
You are encouraged to specify your choices by marking the appropriate boxes, SEE
REVERSE SIDE, but you need not mark any boxes if you wish to vote in accordance
with the Board of Directors' recommendations. The Proxy Committee cannot vote
your shares unless you sign and return this card.
(Continued and to be signed on other side.)
[X] Please mark your votes as in this example. 0124
This proxy when properly executed will be voted in the manner directed herein.
If no direction is made this proxy will be voted in accordance with the Board's
recommendations.
The Board recommends a vote FOR Items 1 and 2.
1. Election of Directors.
(see reverse) FOR [ ] WITHHELD [ ]
2. Approve selection of
Arthur Andersen LLP as Auditors. FOR [ ] AGAINST [ ] ABSTAIN [ ]
FOR, except vote withheld from the following nominee(s):
- ---------------------------------------------------------
The Board recommends a vote AGAINST Item 3.
3. Stockholder Proposal:
Blank Check Preference Stock. FOR [ ] AGAINST [ ] ABSTAIN [ ]
In its discretion, the Proxy Committee is authorized to vote upon such other
business as may properly come before the meeting.
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.
- ---------------------------------------------------------
- ---------------------------------------------------------
SIGNATURE(S) DATE
FOLD AND DETACH HERE
ANNUAL MEETING
OF
COLGATE-PALMOLIVE COMPANY STOCKHOLDERS
Thursday, May 4, 1995
Marriott Marquis
10:00 a.m.
Broadway Ballroom
1535 Broadway
(45th Street and Broadway)
New York, NY
Your vote is important to us. Please detach the above proxy, sign the card and
insert it in the enclosed envelope at your earliest convenience. Further, be
advised that your vote is held in confidence by our outside tabulator, First
Chicago Trust Company of New York.
If you intend to attend the meeting, please fill out and mail separately the
enclosed ticket request.
COLGATE-PALMOLIVE PHILS., INC.
STOCK/SAVINGS PLAN
To: Plan Participants
As a participant in the above Plan, you may direct the manner in which shares of
Company Common Stock allocable to your interest in the Funds "C" and "D" of the
CPPI Employees' Retirement Plan shall be voted by the Trustee/Custodian at the
annual meeting of stockholders to be held at New York, New York, on May 4, 1995
or at any adjournment thereof.
Election of Directors, Nominees:
V.R. Alden, J.K. Conway, R.E. Ferguson,
E.M. Hancock, D.W. Johnson,
J.P. Kendall, D.E. Lewis, R. Mark,
H.B. Wentz, Jr.
You are encouraged to specify your choices by marking the appropriate boxes, SEE
REVERSE SIDE, but you need not mark any boxes if you wish to vote in accordance
with the Board of Directors' recommendations. If a signed card is not returned,
shares allocable to your interest in the Plan will be voted by the Custodian in
accordance with the instructions of the Trustee.
(Continued and to be signed on other side.)
[X] Please mark your votes as in this example. 1958
This proxy when properly executed will be voted in the manner directed herein.
If no direction is made and this proxy is executed and returned, this proxy will
be voted by the Trustee/Custodian in accordance with the Board's
recommendations.
The Board recommends a vote FOR Items 1 and 2.
1. Election of Directors.
(see reverse) FOR [ ] WITHHELD [ ]
FOR, except vote withheld from the following nominee(s):
- ---------------------------------------------------------
2. Approve selection of
Arthur Andersen LLP as Auditors. FOR [ ] AGAINST [ ] ABSTAIN [ ]
The Board recommends a vote AGAINST Item 3.
3. Stockholder Proposal:
Blank Check Preference Stock. FOR [ ] AGAINST [ ] ABSTAIN [ ]
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.
- ---------------------------------------------------------
- ---------------------------------------------------------
SIGNATURE(S) DATE
FOLD AND DETACH HERE
COLGATE-PALMOLIVE U.K.
STOCK/SAVINGS PLAN
To: Plan Participants
As a participant in the above Plan, you may direct the manner in which shares of
Company Common Stock allocable to your interest in the funds established under
such Plan shall be voted by the Trustee/Custodian at the annual meeting of
stockholders to be held at New York, New York on May 4, 1995 or at any
adjournment thereof.
Election of Directors, Nominees:
V.R. Alden, J.K. Conway, R.E. Ferguson,
E.M. Hancock, D.W. Johnson,
J.P. Kendall, D.E. Lewis, R. Mark,
H.B. Wentz, Jr.
You are encouraged to specify your choices by marking the appropriate boxes, SEE
REVERSE SIDE, but you need not mark any boxes if you wish to vote in accordance
with the Board of Directors' recommendations. If a signed card is not returned,
shares allocable to your interest in the Plan will not be voted.
(Continued and to be signed on other side.)
[X] Please mark your votes as in this example. 1957
This proxy when properly executed will be voted in the manner directed
herein. If no direction is made and this proxy is executed and returned, this
proxy will be voted by the Trustee/Custodian in accordance with the Board's
recommendations.
The Board recommends a vote FOR Items 1 and 2.
1. Election of Directors.
(see reverse) FOR [ ] WITHHELD [ ]
FOR, except vote withheld from the following nominee(s):
- ---------------------------------------------------------
2. Approve selection of
Arthur Andersen LLP as Auditors. FOR [ ] AGAINST [ ] ABSTAIN [ ]
The Board recommends a vote AGAINST Item 3.
3. Stockholder Proposal:
Blank Check Preference Stock. FOR [ ] AGAINST [ ] ABSTAIN [ ]
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.
- ---------------------------------------------------------
- ---------------------------------------------------------
SIGNATURE(S) DATE
FOLD AND DETACH HERE
COLGATE-PALMOLIVE GERMANY
STOCK/SAVINGS PLAN
To: Plan Participants
As a participant in the above Plan, you may direct the manner in which shares of
Company Common Stock allocable to your interest in the funds established under
such Plan shall be voted by the Trustee at the annual meeting of stockholders to
be held at New York, New York on May 4, 1995 or at any adjournment thereof.
Election of Directors, Nominees:
V.R. Alden, J.K. Conway, R.E. Ferguson,
E.M. Hancock, D.W. Johnson,
J.P. Kendall, D.E. Lewis, R. Mark,
H.B. Wentz, Jr.
You are encouraged to specify your choices by marking the appropriate boxes, SEE
REVERSE SIDE, but you need not mark any boxes if you wish to vote in accordance
with the Board of Directors' recommendations. If a signed card is not returned,
shares allocable to your interest in the Plan may be voted in the same
proportion as shares for which instruction cards are received.
(Continued and to be signed on other side.)
[X] Please mark your votes as in this example. 1956
This proxy when properly executed will be voted in the manner directed
herein. If no direction is made, this proxy will be voted by the Trustee in
accordance with the Board's recommendations.
The Board recommends a vote FOR Items 1 and 2.
1. Election of Directors.
(see reverse) FOR [ ] WITHHELD [ ]
FOR, except vote withheld from the following nominee(s):
- --------------------------------------------------------
2. Approve selection of
Arthur Andersen LLP as Auditors. FOR [ ] AGAINST [ ] ABSTAIN [ ]
The Board recommends a vote AGAINST Item 3.
3. Stockholder Proposal:
Blank Check Preference Stock. FOR [ ] AGAINST [ ] ABSTAIN [ ]
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.
- --------------------------------------------------------
- --------------------------------------------------------
SIGNATURE(S) DATE
FOLD AND DETACH HERE
COLGATE-PALMOLIVE PR
SAVINGS AND INVESTMENT PLAN
To: Plan Participants
As a participant in the above Plan, you may direct the manner in which shares of
Company Common Stock allocable to your interest in the Colgate-Palmolive Stock
Fund established under such Plan shall be voted by the Trustee at the annual
meeting of stockholders to be held at New York, New York on May 4, 1995 or at
any adjournment thereof.
Election of Directors, Nominees:
V.R. Alden, J.K. Conway, R.E. Ferguson,
E.M. Hancock, D.W. Johnson,
J.P. Kendall, D.E. Lewis, R. Mark,
H.B. Wentz, Jr.
You are encouraged to specify your choices by marking the appropriate boxes, SEE
REVERSE SIDE, but you need not mark any boxes if you wish to vote in accordance
with the Board of Directors' recommendations. If a signed card is not returned,
shares allocable to your interest in the Colgate-Palmolive Stock Fund will be
voted in the same proportion as shares for which instruction cards are received.
(Continued and to be signed on other side.)
[X] Please mark your votes as in this example. 5607
This proxy when properly executed will be voted in the manner directed
herein. If no direction is made and this proxy is executed and returned, this
proxy will be voted by the Trustee in accordance with the Board's
recommendations.
The Board recommends a vote FOR Items 1 and 2.
1. Election of Directors.
(see reverse) FOR [ ] WITHHELD [ ]
2. Approve selection of
Arthur Andersen LLP as Auditors. FOR [ ] AGAINST [ ] ABSTAIN [ ]
FOR, except vote withheld from the following nominee(s):
- --------------------------------------------------------
The Board recommends a vote AGAINST Item 3.
3. Stockholder Proposal:
Blank Check Preference Stock. FOR [ ] AGAINST [ ] ABSTAIN [ ]
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.
- --------------------------------------------------------
- --------------------------------------------------------
SIGNATURE(S) DATE
FOLD AND DETACH HERE
