UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

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FORM 8-K

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


Date of Report (Date of earliest event reported)
February 21, 2019


COLGATE-PALMOLIVE COMPANY
(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (212) 310-2000

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)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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).

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. ☐

On February 21, 2019, the Board of Directors (the “Board”) of Colgate-Palmolive Company (“Colgate”) elected Lisa M. Edwards, Executive Vice President, Strategic Business Operations, Customer and Partner Engagement of Salesforce.com, Inc. (“Salesforce”), to the Board of Directors effective March 1, 2019.  Ms. Edwards, 51, will bring extensive leadership experience and expertise in information technology, e-commerce and digital transformation to Colgate’s Board.  Ms. Edwards joined Salesforce in 2012 as Executive Vice President, Finance, Head of Global Corporate Services and Chief Procurement Officer, and has served in her current role since 2017.  Ms. Edwards previously served in several senior management roles at Visa Inc., including as Senior Vice President and Head of Global Business Development and IP Strategy.  Prior to that she was an entrepreneur after starting her career at Bain & Company.  Ms. Edwards will receive compensation in accordance with Colgate’s director compensation program for non-employee directors.  

During 2018, in the ordinary course of business Colgate purchased software licenses from Salesforce on arm’s length terms, totaling approximately $730,000. In accordance with Colgate’s Related Person Transaction Policy, these transactions were referred to and approved by the independent directors of the Board.

On February 21, 2019, Ellen M. Hancock, 75, advised the Board that she will not stand for reelection to the Board at the Annual Meeting of Stockholders to be held on May 10, 2019, in light of her desire to retire as a director at the end of her current term.

Additionally, Dennis J. Hickey, 70, Vice Chairman of Colgate, has advised Colgate of his decision to retire, effective February 28, 2019, after nearly 42 years of distinguished service with Colgate. 

(d)       Exhibits.  The following exhibit is filed with this document:

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.

EXHIBIT INDEX

4

Exhibit 99

Colgate Elects Lisa M. Edwards to Board of Directors

NEW YORK--(BUSINESS WIRE)--February 21, 2019--Colgate-Palmolive Company today announced that Lisa M. Edwards, Executive Vice President, Strategic Business Operations, Customer and Partner Engagement of Salesforce.com, Inc., has been elected to Colgate's Board of Directors effective March 1, 2019. The Company also announced that Ellen Hancock will retire from the Board effective May 10, 2019 at the end of her current term.

Lisa M. Edwards, 51, brings extensive leadership experience and expertise in finance, e-commerce and information technology to Colgate’s board. Ms. Edwards has served as Executive Vice President, Strategic Business Operations, Customer and Partner Engagement of Salesforce.com, Inc. (“Salesforce”), an enterprise software company, since 2017. She joined Salesforce in 2012 as Executive Vice President, Finance, Head of Global Corporate Services and Chief Procurement Officer. Ms. Edwards previously served in several senior management roles at Visa Inc., including as Senior Vice President and Head of Global Business Development and IP Strategy. Prior to that, she was an entrepreneur after starting her career at Bain & Company.

Ellen Hancock, Former President of Jazz Technologies, Inc. (formerly Acquicor Technology), will not stand for re-election to the Board of Directors at Colgate’s 2019 Annual Meeting. Ms. Hancock has contributed greatly to the Company’s success for three decades, especially through her focus on Colgate’s corporate governance and information technology strategy, and her leadership of the Board's Finance Committee.

Commenting on the new director election, Ian Cook, Colgate’s Chairman and CEO, said, “We are delighted to welcome Ms. Edwards to the Board and are pleased that she will contribute her outstanding capabilities to Colgate. Ellen Hancock has our profound thanks for her immeasurable contributions to Colgate’s business success and governance excellence, and we extend our best wishes for her retirement.”

Separately, the Company also announced today that Colgate executive, Dennis Hickey, 70, has elected to retire on February 28, 2019 after nearly 42 years of service. Throughout his career, Mr. Hickey held a variety of key financial positions for the Company, most recently serving as Chief Financial Officer from 2011 until 2018, when he became Vice Chairman.

Mr. Cook commented, “Esteemed for his financial expertise and operational insights, Dennis has contributed greatly to Colgate's success for over four decades. We're extremely grateful for his leadership and wish him all the best in his retirement.”

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About Colgate-Palmolive: Colgate-Palmolive is a leading global consumer products company, tightly focused on Oral Care, Personal Care, Home Care and Pet Nutrition. Colgate sells its products in over 200 countries and territories around the world under such internationally recognized brand names as Colgate, Palmolive, elmex, Tom’s of Maine, Sorriso, Speed Stick, Lady Speed Stick, Softsoap, Irish Spring, Protex, Sanex, Elta MD, PCA Skin, Ajax, Axion, Fabuloso, Soupline and Suavitel, as well as Hill’s Science Diet and Hill’s Prescription Diet. For more information about Colgate’s global business, visit the Company’s website at http://www.colgatepalmolive.com. To learn more about Colgate Bright Smiles, Bright Futures oral health education program, please visit http://www.colgatebsbf.com. CL-C

CONTACT:
John Faucher 212-310-3653
Hope Spiller 212-310-2291