Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 17, 2021, The Clorox Company (the "Company") held its 2021 Annual Meeting of Shareholders, at which the Company's shareholders approved the Company's 2005 Stock Incentive Plan, as amended and restated (the "Plan"), which provides for the grant of equity-based awards to employees, directors and consultants of the Company. The material terms of the Plan are summarized in the Company's Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on October 6, 2021.

The foregoing and the description of the Plan as contained herein is qualified in its entirety by reference to the full text of the Plan, which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02.

On November 17, 2021, the Management Development and Compensation Committee of the Board of Directors of the Company approved the amended and restated versions of the Company's Executive Change in Control Severance Plan (the "CIC Severance Plan") and the Company's Severance Plan for Clorox Executive Committee Members (the "Non-CIC Severance Plan"), in each of which all of the Company's named executive officers participate.

The only modifications that the amended and restated versions of the severance plans make to the prior versions of such plans are (1) with respect to the CIC Severance Plan, conforming the definition of "Change in Control" to the definition set forth in the Plan that was approved on November 17, 2021 by the Company's shareholders, and (2) with respect to the Non-CIC Severance Plan, providing that an amendment or termination of such plan that may adversely affect the rights of a participant will not become effective for one year following the date of such action.

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

On November 17, 2021, The Clorox Company (the "Company") held its virtual annual meeting of shareholders. The matters voted on and the results of the vote were as follows:



     1. The Company's shareholders elected the following directors to each serve until
        the next Annual Meeting of Shareholders or until a successor is duly elected
        and qualified.



                                               Number of Votes

                               For          Against      Abstain     Broker Non-Votes
Amy Banse                   83,337,589      970,928      229,691        19,260,084
Richard H. Carmona          80,769,593     3,490,922     277,693        19,260,084
Spencer C. Fleischer        83,371,819      904,759      261,630        19,260,084
Esther Lee                  83,604,468      698,233      235,507        19,260,084
A.D. David Mackay           83,647,143      644,174      246,891        19,260,084
Paul Parker                 83,772,990      503,562      261,656        19,260,084
Linda Rendle                83,803,966      503,875      230,367        19,260,084
Matthew J. Shattock         81,323,456     2,927,708     287,044        19,260,084
Kathryn Tesija              83,524,358      776,365      237,485        19,260,084
Russell Weiner              83,632,990      638,878      266,340        19,260,084
Christopher J. Williams     83,162,156     1,112,356     263,696        19,260,084

--------------------------------------------------------------------------------



     2. The Company's shareholders voted for (on an advisory basis) the approval of
        the compensation of the Company's named executive officers.



                          Number of Votes
        For          Against      Abstain     Broker Non-Votes
     77,990,504     5,924,319     623,095        19,260,084



     3. The Company's shareholders ratified the selection of Ernst & Young LLP as the
        Company's independent registered public accounting firm for the fiscal year
        ending June 30, 2022.



                          Number of Votes
         For          Against      Abstain     Broker Non-Votes
     101,322,589     2,191,993     283,710            0



     4. The Company's shareholders voted for the approval of the Amended and Restated
        2005 Stock Incentive Plan.



                          Number of Votes
        For          Against      Abstain     Broker Non-Votes
     80,109,108     3,826,177     602,633        19,260,084



     5. The Company's shareholders did not approve the shareholder proposal requesting
        non-management employees on director nominee candidate lists.



                          Number of Votes
        For         Against       Abstain     Broker Non-Votes
     5,544,205     78,234,452     759,551        19,260,084

© Edgar Online, source Glimpses