[8-K] CLOROX CO /DE/ Reports Material Event

Rhea-AI Filing Summary

The Clorox Company reported results of its virtual annual shareholder meeting held on November 19, 2025. Shareholders elected all company nominees to the board of directors, confirming the full slate of directors listed in the meeting materials.

Investors also approved, on an advisory basis, the compensation of Clorox’s named executive officers, indicating support for the company’s executive pay program. In addition, shareholders ratified the selection of Ernst & Young LLP as Clorox’s independent registered public accounting firm for the fiscal year ending June 30, 2026, allowing the firm to continue in its audit role.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 19, 2025

THE CLOROX COMPANY
(Exact name of registrant as specified in its charter)

Delaware	1-07151	31-0595760
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation)		Identification No.)

1221 Broadway, Oakland, California 94612-1888
(Address of principal executive offices) (Zip code)

(510) 271-7000
(Registrant's telephone number, including area code)

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 Under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock - $1.00 par value	CLX	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a)	On November 19, 2025, The Clorox Company (the “Company”) held its virtual annual meeting of shareholders.
(b)	The shareholders (1) elected all of the Company’s nominees for director, (2) approved the compensation of the Company’s named executive officers on an advisory basis, and (3) ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2026.

The final voting results on each of the matters submitted to a vote are as follows:

1. Election of Directors:

		Number of Votes
		For		Against		Abstain		Broker Non-Votes
Gina Boswell		87,241,439		911,643		304,320		16,748,497
Stephen B. Bratspies		87,311,360		828,040		318,002		16,748,497
Pierre R. Breber		86,288,908		1,855,117		313,378		16,748,497
Julia Denman		87,349,899		806,877		300,626		16,748,497
Esther Lee		84,749,929		3,372,071		335,403		16,748,497
A.D. David Mackay		87,066,608		1,080,570		310,224		16,748,497
Stephanie Plaines		86,840,639		1,222,967		393,796		16,748,497
Linda Rendle		81,216,339		6,634,729		606,334		16,748,497
Matthew J. Shattock		87,292,871		850,101		314,430		16,748,497
Russell J. Weiner		85,462,554		2,668,550		326,299		16,748,497
Christopher J. Williams		86,560,378		1,529,347		367,677		16,748,497

2. Advisory Vote on the Approval of Named Executive Officers Compensation:

Number of Votes
For		Against		Abstain		Broker Non-Votes
79,985,792		7,577,339		894,271		16,748,497

3. Ratification of the selection of Ernst & Young LLP as the Company’s independent auditor for 2026.

Number of Votes
For		Against		Abstain		Broker Non-Votes
99,330,452		5,516,058		359,389		0

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

See the Exhibit Index below.

EXHIBIT INDEX

Exhibit		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		THE CLOROX COMPANY
Date:	November 20, 2025	By:	/s/ Angela Hilt
			Angela Hilt
			Executive Vice President - Chief Legal and External Affairs Officer and Corporate Secretary

FAQ

What did Clorox (CLX) announce in this Form 8-K filing?

The filing reports the results of The Clorox Company virtual annual shareholder meeting held on November 19, 2025, including director elections and key voting outcomes.

Were all director nominees elected at the 2025 Clorox (CLX) annual meeting?

Yes. Shareholders elected all of the Company’s nominees for director, confirming the full board slate presented for the 2025 annual meeting.

How did Clorox shareholders vote on executive compensation in 2025?

Shareholders approved the compensation of the Company’s named executive officers on an advisory basis, signaling support for the current executive pay program.

Which audit firm did Clorox (CLX) shareholders ratify for fiscal 2026?

Shareholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2026.

Did the Clorox (CLX) 2025 annual meeting include any non-routine corporate actions?

The disclosed items were standard governance matters: director elections, an advisory vote on executive compensation, and auditor ratification.

What type of meeting format did Clorox (CLX) use for its 2025 annual meeting?

The Company held its 2025 annual meeting of shareholders as a virtual annual meeting on November 19, 2025.