The Clorox Company (CLX) Proxy filing summary

Executive summary

• FY26 transition year: completed U.S. ERP implementation, acquired GOJO and acquired full ownership of the Glad bags and wraps business; FY27 priorities include profitable growth, innovation and margin recovery.

• Net sales were $6.7B, down 5% YoY; net earnings attributable to Clorox were $587M, down 28%, and gross margin was 42.3%, down 290 bps.

• Linda Rendle requested a CEO search for health reasons; she remains Chair and CEO until a successor is appointed and will serve in an advisory role afterward.

Voting matters and shareholder proposals

• Annual meeting set for November 18, 2026, virtually; agenda: elect 10 directors, approve executive compensation on an advisory basis and ratify Ernst & Young LLP for FY27.

• Board recommends FOR all 10 nominees, say-on-pay and auditor ratification; 2025 say-on-pay received ~91% of votes cast in favor.

• Director elections require a majority of votes cast; proposals 2 and 3 require a majority of voting power present and entitled to vote. Abstentions count against proposals 2 and 3.

• Rule 14a-8 proposals for the 2027 meeting are due June 9, 2027; proxy-access notices are due May 10–June 9, 2027, subject to eligibility requirements.

Board of directors and corporate governance

• Ten nominees stand for election through the 2027 annual meeting; A.D. David Mackay will not seek re-election, reducing the Board from 11 to 10 directors.

• Nine of 10 nominees are independent; average nominee tenure is 6.3 years, and five new independent directors joined since 2022.

• Independent CEO Search Committee, chaired by Lead Independent Director Matthew Shattock and including the three independent committee chairs, leads the CEO search and reports regularly to the full Board.

• In FY27, an independent third-party facilitator is planned for annual Board, committee and director evaluations.

• Board structure combines Chair and CEO with a strong lead independent director and independent committee chairs; all standing committees consist solely of independent directors.