8-KLeadership ChangesCorporate Changes

COLGATE PALMOLIVE CO 8-K Report, Executive Changes (Jun 7, 2007)

Filed June 7, 2007For Securities:CL

Summary

Colgate-Palmolive Company (CL) filed an 8-K on June 7, 2007, reporting significant corporate governance changes. The Board of Directors elected Stephen I. Sadove, CEO of Saks, Inc., to the Board, bringing valuable experience in marketing and consumer products to Colgate's leadership. Additionally, the company amended its bylaws to empower stockholders with the right to call a special meeting, a move that enhances shareholder rights and participation in corporate decision-making. The filing also details the renewal of the Executive Severance Plan, with key modifications including a reduction in the maximum severance period to 24 months and the elimination of tax gross-up provisions. These changes aim to align severance benefits with Internal Revenue Code regulations, ensuring deductibility for the company and avoiding excise taxes for participants. These updates reflect a strategic approach to executive compensation and corporate governance.

Key Highlights

  • 1Election of Stephen I. Sadove, CEO of Saks, Inc., to the Board of Directors, bringing external executive expertise.
  • 2Stockholder rights enhanced by allowing shareholders to call special meetings, subject to specified conditions.
  • 3Colgate-Palmolive Company By-Laws amended to permit stockholders to call special meetings and updated related procedures.
  • 4Executive Severance Plan renewed for an additional three-year term.
  • 5Maximum cash severance under the Executive Severance Plan reduced from 36 to 24 months of compensation.
  • 6Tax gross-up provision for executive severance eliminated.
  • 7Severance compensation limited to maintain deductibility under Section 280G of the Internal Revenue Code and avoid excise taxes for participants.

Frequently Asked Questions

Stephen I. Sadove, then Chairman and CEO of Saks, Inc., was elected to the Board of Directors. His appointment is intended to leverage his extensive business leadership experience, particularly in marketing and consumer products, which is highly relevant to Colgate-Palmolive's industry.

This amendment significantly enhances shareholder rights by providing a mechanism for stockholders, holding at least 25% of the voting shares, to convene a special meeting. This allows for more timely action on critical issues that may arise between annual meetings.

The plan was renewed with key changes: the maximum severance payout was reduced from 36 months to 24 months of compensation, the tax gross-up provision was removed, and the compensation is now capped to comply with IRS Section 280G rules, preventing excise taxes for executives and ensuring deductibility for the company.

The amendments to the Colgate-Palmolive Company By-Laws became effective immediately upon their adoption by the Board of Directors on June 7, 2007.