UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
May 15, 2019 (May 10, 2019)
COLGATE-PALMOLIVE COMPANY
(Exact Name of Registrant as Specified in Charter)
| Delaware | 1-644 | 13-1815595 | ||
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) |
| 300 Park Avenue, New York, NY | 10022 | ||
| (Address of Principal Executive Offices) | (Zip Code) |
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):
| o | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $1.00 par value | CL | New York Stock Exchange |
| 0.500% Notes due 2026 | CL 26 | New York Stock Exchange |
| 1.375% Notes due 2034 | CL 34 | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company o
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. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 10, 2019, the Company’s stockholders approved the Colgate-Palmolive Company 2019 Incentive Compensation Plan (the “Plan”) at the Annual Meeting of Stockholders (the “Annual Meeting”). A detailed description of the Plan was included in the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on March 27, 2019 (the “Proxy Statement”). A copy of the Plan was filed as Annex C to the Proxy Statement.
Item 5.07. Submission of Matters to a Vote of Security Holders.
| (a) | The Company’s Annual Meeting was held on May 10, 2019. The matters voted on and the results of the vote were as follows. |
| (b) | The Company’s stockholders voted on the matters set forth below. |
| 1. | Charles A. Bancroft, John P. Bilbrey, John T. Cahill, Ian Cook, Lisa M. Edwards, Helene D. Gayle, C. Martin Harris, Lorrie M. Norrington, Michael B. Polk, Stephen I. Sadove, and Noel R. Wallace were elected directors of the Company. The results of the vote were as follows: |
| Votes For | Votes Against | Abstentions | Broker Non- Votes | |
| Charles A. Bancroft | 638,621,579 | 5,234,896 | 1,282,439 | 98,105,969 |
| John P. Bilbrey | 639,749,816 | 3,989,409 | 1,399,689 | 98,105,969 |
| John T. Cahill | 622,278,142 | 21,541,233 | 1,319,539 | 98,105,969 |
| Ian Cook | 635,977,411 | 7,523,941 | 1,637,562 | 98,105,969 |
| Lisa M. Edwards | 641,488,823 | 2,303,664 | 1,346,427 | 98,105,969 |
| Helene D. Gayle | 636,710,176 | 7,146,910 | 1,281,828 | 98,105,969 |
| C. Martin Harris | 632,863,423 | 10,691,645 | 1,583,846 | 98,105,969 |
| Lorrie M. Norrington | 637,611,317 | 6,227,738 | 1,299,859 | 98,105,969 |
| Michael B. Polk | 631,413,507 | 12,316,345 | 1,409,062 | 98,105,969 |
| Stephen I. Sadove | 624,477,089 | 19,253,890 | 1,407,935 | 98,105,969 |
| Noel R. Wallace | 641,514,665 | 2,336,209 | 1,288,040 | 98,105,969 |
| 2. | The selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019 was ratified. The results of the vote were as follows: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 730,501,730 | 11,393,752 | 1,349,401 | 0 |
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| 3. | A non-binding advisory vote on the Company’s executive compensation was approved. The results of the vote were as follows: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 595,400,912 | 45,902,359 | 3,835,643 | 98,105,969 |
| 4. | The Colgate-Palmolive Company 2019 Incentive Compensation Plan was approved. The results of the vote were as follows: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 600,614,955 | 40,873,974 | 3,649,985 | 98,105,969 |
| 5. | A stockholder proposal regarding independent Board Chairman was not approved. The results of the vote were as follows: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 237,905,232 | 402,838,215 | 4,395,467 | 98,105,969 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| COLGATE-PALMOLIVE COMPANY | ||||
| Date: May 15, 2019 | By: /s/ Jennifer M. Daniels | |||
| Name: Jennifer M. Daniels | ||||
| Title: Chief Legal Officer and Secretary | ||||
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