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) April 8, 2022
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||||||||||||||
(212 ) 310-2000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||
| 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 | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Following engagement with stockholders, on April 8, 2022, the Board of Directors of Colgate-Palmolive Company (“Colgate”) adopted a policy that Colgate will not execute any new severance agreement with an executive officer that provides for cash severance benefits exceeding 2.99 times the sum of the executive officer’s base salary plus target annual bonus opportunity, without seeking stockholder ratification of the agreement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this document:
| Exhibit Number | Description | ||||
| 10.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline eXtensible Business Reporting Language (Inline XBRL) document) | ||||
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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: April 8, 2022 | By: /s/ Jennifer M. Daniels | |||||||||||||
| Name: Jennifer M. Daniels | ||||||||||||||
| Title: Chief Legal Officer and Secretary | ||||||||||||||
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Exhibit 10.1
COLGATE-PALMOLIVE COMPANY
EXECUTIVE OFFICER CASH SEVERANCE POLICY
Colgate-Palmolive Company (the “Company”) will not execute any new severance agreement with an executive officer that provides for Cash Severance Benefits exceeding 2.99 times the sum of the executive officer’s base salary plus target annual bonus opportunity, without seeking stockholder ratification of the agreement. “Cash Severance Benefits” include:
•Payments in connection with the termination of the executive officer’s employment;
•Payments for any consulting services;
•Payments to secure an agreement not to compete with the Company;
•Payments in excess of, or outside of, the terms of a Company plan or policy; or
•Payments to offset tax liability in respect of any of the foregoing.
For the avoidance of doubt, “Cash Severance Benefits” do not include (a) the payment, vesting, acceleration or other handling of equity-based awards granted under stockholder-approved plans prior to the executive officer’s termination, (b) earned retirement benefits, consistent with normal practices, provided under the Company’s retirement plans, (c) perquisites, insurance, disability and other non-cash benefits generally available to other employees, or (d) payments based on accrued qualified and non-qualified deferred compensation plans, including without limitation the Company’s supplemental retirement and savings plans.