Summary
Colgate-Palmolive Company (CL) filed an 8-K on March 8, 2007, reporting two key corporate governance events. First, it announced the upcoming retirement of independent director Howard B. Wentz, Jr. at the May 3, 2007, Annual Meeting of Stockholders. This marks the departure of a long-standing board member. More significantly, the Board of Directors adopted amendments to the Company's By-Laws to implement a majority voting standard for the election of directors in uncontested elections. This change, effective immediately, means director nominees must receive more than 50% of the votes cast to be elected, with abstentions not counted. Directors who fail to achieve a majority vote will be required to tender their resignation, which the Board will then review and publicly disclose its decision on within 90 days.
Key Highlights
- 1Independent Director Howard B. Wentz, Jr. will not stand for re-election at the May 3, 2007, Annual Meeting due to his retirement.
- 2Colgate-Palmolive's Board of Directors amended its By-Laws to adopt a majority voting standard for director elections in uncontested situations.
- 3Under the new standard, director nominees must receive more than 50% of the votes cast to be elected.
- 4Abstentions will not be counted as votes cast in director elections.
- 5Director nominees failing to receive a majority of votes cast must tender their resignation.
- 6The Board of Directors will review tendered resignations and publicly disclose its decision and rationale within 90 days.
- 7The amended By-Laws became effective immediately upon adoption by the Board on March 8, 2007.