Clorox Company filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): November 20, 2024

THE CLOROX COMPANY
(Exact name of registrant as specified in its charter)

Delaware	1-07151	31-0595760
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation)		Identification No.)

1221 Broadway, Oakland, California 94612-1888
(Address of principal executive offices) (Zip code)

(510) 271-7000
(Registrant's telephone number, including area code)

Not applicable
(Former name or former address, if changed since last report)

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:

[ ]	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))

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	CLX	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     ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

	(a)	On November 20, 2024, The Clorox Company (the “Company”) held its virtual annual meeting of shareholders.
	(b)	The shareholders (1) elected all of the Company’s nominees for director, (2) approved the compensation of the Company’s named executive officers on an advisory basis, and (3) ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2025.

The final voting results on each of the matters submitted to a vote are as follows:

1.

Election of Directors:

		Number of Votes
		For	Against		Abstain		Broker Non-Votes
Stephen B. Bratspies		88,574,185	420,571		210,942		17,145,925
Pierre R. Breber		88,583,063	415,714		206,922		17,145,925
Julia Denman		88,472,706	543,421		189,572		17,145,925
Spencer C. Fleischer		87,205,016	1,796,214		204,469		17,145,925
Esther Lee		85,346,195	3,664,298		195,206		17,145,925
A.D. David Mackay		88,390,870	612,443		202,385		17,145,925
Stephanie Plaines		88,432,195	587,490		186,014		17,145,925
Linda Rendle		84,229,786	4,419,727		556,185		17,145,925
Matthew J. Shattock		87,379,925	1,623,635		202,138		17,145,925
Russell J. Weiner		88,356,468	636,204		213,027		17,145,925
Christopher J. Williams		87,694,853	1,305,769		205,076		17,145,925

2.

Advisory Vote on the Approval of Named Executive Officers Compensation:

Number of Votes
For		Against		Abstain		Broker Non-Votes
83,241,298		5,474,458		489,942		17,145,925

3.

Ratification of the selection of Ernst & Young LLP as the Company’s independent auditor for 2025.

Number of Votes
For		Against		Abstain		Broker Non-Votes
101,119,064		4,974,815		257,744		0

Item 8.01 Other Events.

On November 20, 2024, the shareholders of the Company elected Stephen B. Bratspies and Pierre R. Breber to the Board of Directors of the Company. A press release announcing the election of Messrs. Bratspies and Breber is filed as Exhibit 99.1 and is incorporated herein in its entirety.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

See the Exhibit Index below.

EXHIBIT INDEX

Exhibit		Description
99.1		Press Release dated November 20, 2024 of The Clorox Company
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

		THE CLOROX COMPANY
Date:	November 21, 2024	By:	/s/ Angela Hilt
			Angela Hilt
			Executive Vice President – Chief Legal Officer and Corporate Secretary