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. 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 as to 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 procedures 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. *** FISMA & OMB Memorandum M-07-16 *** *** FISMA & OMB Memorandum M-07-16 *** COLGATII·I'ALMOLIVE COMPANY 300 Park Ave. A Delaware Corporation New York. NY I 0022 Telephone 212-31 Q-2120 Fax 212-310-2854 Jennifer M Daniels jennlfer_danlelsC!tcolpal.com Chief Legal Officer and Secretary Rule 14a-8(i)(10) Rule 14a-8(i)(3) December 23,2014 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 the Chief Legal Officer and Secretary of Colgate-Palmolive Company (the "Company"). On behalf of the Company, I am submitting this letter pursuant to Rule 14a-8G) under the Securities Exchange Act of 1934 (the "Exchange Act") to notify the Securities and Exchange Commission (the "Commission") of the Company's intention to exclude from its proxy materials for its 2015 annual meeting of shareholders (the "20 15 Proxy Materials") a shareholder proposal (the "Proposal") submitted by John Chevedden (the "Proponent''). I also request confirmation that the staff will not recommend to the Commission that enforcement action be taken if the Company excludes the Proposal from its 2015 Proxy Materials in reliance on Rules 14a-8(i)(10) and 14a-8(i)(3). A copy of the Proposal, together with related correspondence received from the Proponent, is attached hereto as Exhibit A. In accordance with Staff Legal Bulletin No. 14D (Nov. 7, 2008) ("SLB No. 14D"), this letter and its exhibits are being delivered by e-mail to [email protected]. Pursuant to Rule 14a-8G), a copy of this letter and its exhibits also is being sent to the Proponent. Rule 14a-8(k.) and SLB No. 14D provide that a shareholder proponent is required to send the company @ID ... _..,A.., Office of Chief Counsel Division of Corporation Finance U.S. Securities and Exchange Commission December 23, 2014 Page2 a copy of any correspondence which the proponent elects to submit to the Commission or the staff. Accordingly, we hereby inform the Proponent that, ifthe Proponent elects to submit additional correspondence to the Commission or the staff relating to the Proposal, the Proponent should concurrently furnish a copy of that correspondence to the undersigned. The Company intends to file its definitive 2015 Proxy Materials with the Commission more than 80 days after the date of this letter. THE PROPOSAL The Proposal requests that the Company's shareholders approve the following resolution: Resolved: Shareholders hereby request that our Board of Directors initiate the appropriate process to amend our Company's articles of incorporation and/or bylaws to provide that director nominees shall be elected by the affirmative vote of the .truYority of votes cast at an annual meeting of shareholders, with a plurality vote standard retained for contested director elections, that is, when the number of director nominees exceeds the number of board seats. BASES FOR EXCLUSION Rule 14a-8(i)(10l-The Proposal Has Been Substantially Implemented Rule 14a-8(i)(1 0) permits a company to exclude a shareholder proposal from its proxy materials ifthe company has substantially implemented the proposal. The Commission stated in 1976, in discussing a predecessor to Rule 14a-8(i)(l0), that the exclusion is "designed to avoid the possibility of stockholders having to consider matters which already have been favorably acted upon by the management" Exchange Act Release No. 34-12598 (Jul. 7, 1976). For a matter presented by a proposal to have been acted upon favorably by management, it is not necessary that the proposal have been implemented in full or precisely as presented. See Release No. 34-20091 (Aug. 16, 1983). Instead, "a determination that the company has substantially implemented the proposal depends upon whether [the company's] particular policies, practices and procedures compare favorably with the guidelines of the proposal." Texaco, Inc. (Mar. 28, 1991). In other words, substantial implementation under Rule 14a- 8(i)(l0) requires a company's actions to have satisfactorily addressed both the proposal's underlying concerns and its essential objective. See, e.g., Exelon Corp. (Feb. 26, 2010); Anheuser-Busch Cos., Inc. (Jan. 17, 2007); ConAgra Foods, Inc. (Jul. 3, 2006); Johnson & Johnson (Feb. 17, 2006); Talbots Inc. (Apr. 5, 2002); Masco Corp. (Mar. 29, 1999). Office of Chief Counsel · Division of Corporation Finance U.S. Secwities and Exchange Commission December23, 2014 Page3 In the case ofthe Proposal, the Company has already implemented precisely what the Proposal requests. The Proposal seeks an amendment to the Company's articles of incorporation and/or bylaws to provide for a majority voting standard in director elections~ with a plurality standard for contested director elections. Section 12(C)(l) of the Company's By-Laws, which was amended on March 8, 2007 and is publically available, provides in relevant part (a full copy of the Company's By-Laws is attached hereto as Exhibit B): Each director to be elected by stockholders shall be elected by the vote ofa majority ofthe votes cast at any meetlngfor the election ofdirectors at which a quorwn is present .••. Notwithstanding the foregoing. in the event ofa contested election ofdirectors, directors shall be elected by the vote ofa plurality ofthe votes cast at any meeting for the election of directors at which a quorwn is present.(emphasis added).1 It is without question, therefore, that the Company has already implemented precisely what the Proposal requests- a by-law providing for a majority voting standard for director elections with a plurality voting standard for contested director elections.