Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to §240.14a-12 THE CLOROX COMPANY (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: Table of Contents Table of Contents To Our Fellow Shareholders Dear Shareholders: Dear Shareholders: I am pleased to invite you to attend our 2019 Annual Meeting of As Lead Independent Director of Clorox, it is my honor to serve with our Shareholders. other independent directors as the independent voices representing you, our shareholders, to help ensure that the Company continues to be As we enter the final year of our 2020 Strategy, we remain committed to managed with integrity, strong corporate governance, and appropriate Good Growth – our philosophy that profitable, sustainable and responsible oversight of strategy, risks and corporate culture. growth is a requirement for success in today’s marketplace – while also looking beyond the horizon, as we roll out our new IGNITE Strategy. By Over the past fiscal year, I have had the opportunity to deepen my role imagining new ways of earning customer loyalty and infusing our brands and involvement with the Company and also to meet and engage more with bold ideas, we aim to continue to deliver not only superior consumer directly with our shareholders, customers and employees. I strongly value but also the required performance to earn our shareholders’ believe that our people are the primary ambassadors of our brands, and continued trust. as a result, it is important for our people to feel proud of Clorox and what it stands for. Environmental, social and governance matters, including inclusion and diversity, continue to be top priorities for us, guiding us in making Inclusion and diversity remain key priorities for the Board. The diverse decisions that effectively serve the needs of our diverse consumer base. backgrounds, skills and experiences of the Board enable us to provide We have also continued our strong commitment to reducing the strong guidance to Clorox in these key areas, as well as in our oversight of environmental impact of our operations and improving the sustainability of strategy and risks. We believe that a diverse Board, management team our supply chain and products, while also making a positive difference in and workforce that is reflective of our diverse consumer base position us the global communities in which we operate. to better understand consumers’ wants and needs – which we believe drives our ability to deliver superior consumer value and successfully Our Board continues to provide excellent guidance and leadership, setting innovate. Diverse perspectives in the boardroom also allow us to evaluate the right tone for the organization. Whether through strategic oversight, issues through different experiences and perspectives and help us to risk management, or people management and culture, the Board is guide the Company in a thoughtful way. constantly thinking about how we can meet the needs of our consumers with strong investment in brands that offer superior value, innovation and Once again in fiscal year 2019, I participated in outreach meetings with technology transformation, in ways that are responsible, in order to our shareholders to better understand the issues that are most important continue to generate long-term financial returns for you, our shareholders. to you. As a Board, we continue to regularly discuss and consider investor feedback on a wide variety of business and environmental, social and We look forward to sharing our progress and results with you at our governance issues, as we continue to strive to be responsible stewards of Annual Meeting. Thank you for your continued support and investment in the Company. Clorox. On behalf of the independent directors, thank you for your confidence and Sincerely, your support. Sincerely, Benno Dorer Chair and Chief Executive Officer Pamela Thomas-Graham Lead Independent Director THE CLOROX COMPANY - 2019 Proxy Statement i Table of Contents Notice of Annual Meeting of Shareholders To be held on November 20, 2019 The 2019 Annual Meeting of Shareholders (the Annual Meeting) of The Clorox Company (Clorox or the Company) will be held at 9:00 a.m. Pacific time on Wednesday, November 20, 2019, at the Company’s Pleasanton, CA offices, 4900 Johnson Drive, Pleasanton, CA 94588, for the following purposes: 1. To elect the eleven director nominees named in the proxy statement; 2. To hold an advisory vote to approve executive compensation; 3. To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm; and 4. To approve an amendment to the Company’s Restated Certificate of Incorporation to eliminate the supermajority voting provision. Shareholders also will consider and act upon such other business as may properly come before the Annual Meeting or any adjournment or postponement. Shareholders of record at the close of business on September 23, 2019, are entitled to vote at the Annual Meeting and any adjournment or postponement. Proof of share ownership as of the record date will be required to attend the Annual Meeting. Please see the Attending the Annual Meeting section of the proxy statement for more information. On or about October 2, 2019, we began mailing a Notice of Internet Availability of Proxy Materials to our shareholders informing them that our Proxy Statement, Integrated Annual Report – Executive Summary, and voting instructions are available on the Internet as of the same date. Your vote is very important. Even if you plan to attend the Annual Meeting, we hope that you will read the proxy statement and vote your proxy by telephone, via the Internet, or by signing, dating, and returning the proxy card in the envelope provided. By Order of the Board of Directors, Angela C. Hilt Vice President – Corporate Secretary & Deputy General Counsel The Clorox Company 1221 Broadway Oakland, California 94612 October 2, 2019 Important Notice Regarding the Availability of Proxy Materials for The Clorox Company Shareholders Meeting to be Held on November 20, 2019: The Notice of Annual Meeting, Proxy Statement, and 2019 Integrated Annual Report – Executive Summary are available at www.edocumentview.com/CLX. THE CLOROX COMPANY - 2019 Proxy Statement Table of Contents YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN If you have questions about how to vote your shares, or need additional assistance, please contact Innisfree M&A Incorporated, who is assisting us in the solicitation of proxies: 501 Madison Avenue, 20th Floor New York, New York 10022 Shareholders may call toll-free at (877) 750-9499 Banks and brokers may call collect at (212) 750-5833 Table of Contents Table of Contents Leveraging Environmental, Social and Governance (ESG) Performance to Drive Long-Term, Sustainable Value 1 BOARD OF DIRECTORS 3 Proposal 1: Election of Directors 3 Our Director Nominees 3 How We Identify, Evaluate and Nominate Our Directors 10 Director Skills & Experience 10 Diverse Backgrounds & Tenure 12 How Our Directors Are Elected 12 Vote Required 12 Board’s Recommendation 12 How You Can Communicate With Us 13 Shareholder Recommendations and Nominations of Director Candidates 13 Director Communications 13 Corporate Governance 15 Corporate Governance Philosophy and Strengths 15 Corporate Governance Strengths 15 Our Commitment to Corporate Responsibility 15 Integrated Annual Reporting 16 The Clorox Company Governance Guidelines 16 The Board’s Role and Oversight 17 Our Corporate Governance Process 17 Shareholder Engagement 17 The Board’s Role in Risk Management and Culture Oversight 18 Board Meeting Attendance 19 Director Independence 19 Related Person Transaction and Conflict of Interest Policies and Procedures 19 Code of Conduct 20 Board Leadership Structure and Diversity 20 Board Committees 21 Annual Board and Director Evaluation Process 23 Director Compensation 23 STOCK OWNERSHIP INFORMATION 26 Beneficial Ownership of Voting Securities 26 EXECUTIVE COMPENSATION 28 Proposal 2: Advisory Vote to Approve Executive Compensation 28 Board’s