Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
OnJanuary 12, 2023 , the Board of Directors ofColgate-Palmolive Company (the "Company") approved amendments to the Company's Amended and Restated By-laws ("By-laws"), effective as of the same date.
Stockholder Proposals and Procedures
The By-laws incorporate certain changes to clarify and update procedural mechanics and disclosure requirements for stockholders intending to call special meetings or introduce nominations of directors at meetings of stockholders, including a new requirement that any stockholder submitting notice of a director nomination inform the Company whether such stockholder intends to solicit proxies with respect to at least sixty-seven percent (67%) of the Company's voting shares in support of its director nominees, and certain other technical changes in light of the universal proxy rules adopted by theU.S. Securities and Exchange Commission . Forum for Certain Actions The By-laws also were updated to provide that, unless the Company consents in writing to the selection of an alternative forum, a state court located within theState of Delaware (or if no state court located within theState of Delaware has jurisdiction, the federal court for the District ofDelaware ) shall be the sole and exclusive forum for certain specified actions, including any derivative action or proceeding brought on behalf of the Company or any action asserting a claim for or based on a breach of a fiduciary duty owed by any current or former director or officer or other employee of the Company to the Company's stockholders.
The By-laws also incorporate certain other technical and administrative changes.
The foregoing description of the By-laws is qualified in its entirety by the full text of the By-laws, a copy of which is filed as Exhibit 3.01 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this document:
Exhibit Number Description Colgate-Palmolive Company By-Laws, Amended and Restated as ofJanuary 12 , 3.01 2023 104 Cover Page Interactive Data File (embedded within
the Inline eXtensible Business
Reporting Language (Inline XBRL) document) 2
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