January 15, 2015 Jennifer M. Daniels Colgate-Palmolive Company
[email protected] Re: Colgate-Palmolive Company 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 cc: 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.