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Nited States Securities and Exchange Commission Washington, D.C.20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.20549 NVISIONOF Received SEC CORPORATION FINANCE Ni 5 NE January 15, 2015 Jennifer M. Daniels Colgate-Palmolive Company Sectiori; [email protected] RUIS 0 Re: Colgate-Palmolive Company An ability: Incoming letter dated December 23,2014 Dear Ms. Daniels: This is in response to your letters dated December 23,2014 and January 6, 2015 concerning the shareholder proposal submitted to Colgate-Palmolive by John Chevedden. We also have received letters from the proponent dated January 1,2015 and January 6, 2015. Copies of all of the correspondence on which this response is based will be made available on our website at http://www.sec.gov/divisions/corpfin/cf- noaction/14a-8.shtml. For your reference, a brief discussion of the Division's informal procedures regarding shareholder proposals is also available at the same website address. Sincerely, Matt S.McNair Special Counsel Enclosure ec: John Chevedden *** FISMA & OMB Memorandum M-07-16 *** January 15,2015 Response of the Office of Chief Counsel Division of Corporation Finance Re: Colgate-Palmolive Company Incoming letter dated December 23, 2014 The proposal requests that the board initiate the appropriate process to amend the company's articles of incorporation and/or bylaws to provide that director nominees shall be elected by the affirmative vote of the majority of votes cast at an annual meeting of shareholders, with a plurality vote standard retained for contested director elections. There appears to be some basis for your view that Colgate-Palmolive may exclude the proposal under rule 14a-8(i)(10). Based on the information you have presented, it appears that Colgate-Palmolive's bylaws compare favorably with the guidelines of the proposal and that Colgate-Palmolive has,therefore, substantially implemented the proposal. Accordingly, we will not recommend enforcement action to the Commission if Colgate-Palmolive omits the proposal from its proxy materials in reliance on rule 14a-8(i)(10). In reaching this position, we have not found it necessary to address the alternative basis for omission upon which Colgate-Palmolive relies. Sincerely, Evan S.Jacobson Special Counsel DIVISION OF CORPORATION FINANCE INFORMAL PROCEDURES REGARDING SHAREHOLDER PROPOSALS The Division of Corporation Finance believes that its responsibility with respect to matters arising under Rule 14a-8 [17 CFR 240.14a-8], as with other matter under the proxy rules, is to aid those who must comply with the rule by offering informal advice and suggestions and to determine, initially, whether or not it may be appropriate in a particular matter to recommend enforcement action to the Commission. In connection with a shareholder proposal under Rule 14a-8, the Division's staff considers the information furnished to it by the Company in support of its intention to exclude the proposals from the Company's proxy materials, as well as any information furnished by the proponent or the proponent's representative. Although Rule 14a-8(k) does not require any communications from shareholders to the Commission's staff, the staff will always consider information concerning alleged violations of the statutes administered by the Commission, including argument asto whether or not activities proposed to be taken would be violative of the statute or rule involved. The receipt by the staff of such information, however, should not be construed as changing the staff's informal pròcedures and proxy review into a formal or adversary procedure. It is important to note that the staff's and Commission's no-action responses to Rule 14a-8(j) submissions reflect only informal views. The determinations reached in these no-action letters do not and cannot adjudicate the merits of a company's position with respect to the proposal. Only a court such as a U.S. District Court can decide whether a company is obligated to include shareholders proposals in its proxy materials. Accordingly a discretionary determination not to recommend or take Commission enforcement action, does not preclude a proponent, or any shareholder of a company, from pursuing any rights he or she may have against the company in court, should the management omit the proposal from the company's proxy material. JOHN CHEVEDDEIN *** FisMA & OMB Memorandum M-07-16 *** January 6, 2015 Office of Chief Counsel Division of Corporation Finance Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 # 2 Rule 14a-8 Proposal Colgate-Palmolive Company (CL) Directors to be Elected by Majority Vote John Chevedden Ladies and Gentlemen: This is in regard to the December 23, 2014 company request concerning this rule 14a-8 proposal. After reading the January 6, 2015 company supplement it still appears that under the current "adoption" of this proposal that a director who did not receive a majority vote could remain on the board for an indefinite number of years if the board did not get around to nominating a successor. The shareholder proposal provides for one loophole - contested elections, but not for 2 loopholes like the company currently has. This is to request that the Securities andExchange Commission allow this resolution to stand and be voted upon in the 2015 proxy. cc: Jennifer Daniels <[email protected]> COLGATE-PALMOLIVE COMPANY 300 ParkAve A Delaware Corporation Telephone2i2-3i0-2220New York.NY 10022 Fax 2l2-310-2854 Jennifer M Daniels jennifer-daniels@colpatcorn Chief Legal Officer and secretary Rule 14a-8(i)(10) Rule 14a-8(i)(3) January 6,2015 BY ELECTRONIC MAIL U.S.Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel 100 F Street, N.E. Washington, D.C.20549 [email protected] Re: Colgate-Palmolive Company - Shareholder Proposal Submitted by John Chevedden Dear Ladies and Gentlemen: I am writing on behalf of Colgate-Palmolive Company (the "Company") to respond to John Chevedden's ("the Proponent's") letter to the staff dated January 1,2015, in which the Proponent objects to the Company's omission from its proxy materials for its 2015 annual meeting of shareholders(the "2015 Proxy Materials") of the Proponent's proposal requesting that the Company adopt a majority voting standard for director elections (the "Proposal").As described more fully in my letter to the staff dated December 23,2014,the Company intends to omit the Proposal in reliance on Rules 14a-8(i)(10) and 14a-8(i)(3) because the Company has already implemented the Proposal and becausethe Proposal is false and misleading. The Proponent's letter takesissue with the resignation procedure set forth in Section 12(C)(2) of theCompany's By-Laws, which procedure is discussedin footnote 1 of my letter dated December 23,2014.As noted in footnote 1,the resignation procedure is intended to addressthe fact that, under Delaware law, an incumbent director who is not elected nevertheless servesuntil his or her successor is duly elected. As such, the Company's By-Laws provide for a mechanism for the board of directors to determine whether to accept the resignation of a director who is not elected under the Company's majority vote standard,or whether alternative action is appropriate. Office of Chief Counsel Division of Corporation Finance U.S.Securities and ExchangeCommission January 6, 2015 Page2 The Proponent's new focus on the Company's resignation procedure is, however, a red herring. The Proposal simply asks that the Company adopt a maiority voting standard for director elections, which, as noted in my initial letter, the Company has long since had in place. Indeed, the Proponent does not further contest this lect in his letter. Rather, the Proponent points to a different By-Law provision that would only ever be at issue following an election under the Company's majority voting standard. If the Proponent wished to addressthe Company's resignation procedure, the Proposal could have done so. Rather, the Proponent now attempts to do so, but that does not alter the fact that the Proposal, as originally drafted, has already been substantially implemented by the Company. Simply put, the Company has a majority voting standard for director elections. The Proponent's letter could thus be considered an attempt to modify the Proposal well after the Company's deadline for receiving proposals Accordingly, the Company continues to believe that the Proposal hasbeen substantially implemented and may be excluded in reliance on Rule 14a-8(i)(10). Further, although the Proponent did not contest the point, the Company continues to believe that the Proposal is falseand misleading and may be excluded in reliance on Rule 14a- 8(i)(3). For the reasons stated above and in my initial letter, we request that the staff confirm that it will take no enforcement action if the Company excludes the Proposal from its 2015 Proxy Materials. Should the staff have any questions or need additional information, pleasedo not hesitate to contact me by e-mail at jennifer daniels??colpal.com or by phone at (212)310-2120. m erely, .ennifer M. Daniels Chief Legal Officer and Secretary Enclosures ec: C. Alex Bahn Hogan Lovells John Chevedden As noted in Staff Legal Bulletin No. I./F(Oct. 18.2011), companies are not required to accept revisions to proposalssubmitted aller the deadline for receiving proposals. The Company's deadline for receiving proposals for the 2015 Proxy Materials was November 26, 20|4. JOHN CHEVEDDEN *** FISMA &.OMB Memorandum M-07-16 *** January 1, 2015 Qffice of Chief Counsel Division of Corporation Finance Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 # 1 Rule 14a-8 Proposal Colgate-Palmolive Company (CL) Directors to be Elected by Majority Vote John Chevedden Ladies and Gentlemen: This is in regard to the December 23, 2014 company request concerning this rule 14a-8 proposal.
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