8-KThe WireRed Alert
Executive Change · Shareholder Vote
Filed May 15, 2019 · 7y ago · Accession 0000930413-19-001684
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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
2
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
3
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
4
Filing details
- Company
- COLGATE PALMOLIVE CO
- Ticker
- CL
- CIK
- 21665
- Form type
- 8-K
- Filing date
- May 15, 2019
- Report date
- May 10, 2019
- Document
- c93639_8k.htm
- Size
- 29 KB