8-K/AShareholder Matters

COLGATE PALMOLIVE CO 8-K/A Report, Shareholder Vote Results (Jun 14, 2011)

Filed June 14, 2011For Securities:CL

Summary

This filing is an amendment (8-K/A) to a previous Current Report on Form 8-K, specifically updating the results of a non-binding advisory vote on executive compensation frequency from the Company's Annual Meeting of Stockholders held on May 6, 2011. The primary purpose of this amendment is to inform investors of the Board of Directors' decision regarding how often future advisory votes on executive compensation will occur. The amendment discloses that the majority of stockholders voted in favor of holding an annual advisory vote on executive compensation. Consequently, Colgate-Palmolive Company's Board of Directors has determined that the company will hold such non-binding advisory votes on an annual basis until the next vote on the frequency itself. This decision reflects the Board's responsiveness to shareholder sentiment on executive pay oversight. Investors should note that this is an advisory vote, meaning it is non-binding, but it signals the company's commitment to engaging with shareholders on compensation matters.

Key Highlights

  • 1Amendment to a previous 8-K filing, dated June 13, 2011.
  • 2The amendment updates information regarding the results of a non-binding advisory vote on executive compensation frequency from the May 6, 2011 Annual Meeting of Stockholders.
  • 3A significant majority of shares voted (201,395,111) favored holding advisory votes on executive compensation annually.
  • 4Colgate-Palmolive's Board of Directors has decided to hold advisory votes on executive compensation on an annual basis.
  • 5This annual vote will continue until the next advisory vote on the frequency of such votes is held.
  • 6The Board's decision reflects consideration of the majority shareholder preference for annual "say-on-pay" votes.
  • 7No other changes were made to the original Form 8-K filing from May 12, 2011.

Frequently Asked Questions

The main purpose of this amended filing is to formally communicate the Colgate-Palmolive Company's Board of Directors' decision on the frequency of future non-binding advisory votes on executive compensation, following the preference indicated by the majority of its stockholders at the May 6, 2011 Annual Meeting.

Colgate-Palmolive's Board of Directors has determined, based on the stockholder vote, that the company will hold a non-binding advisory vote on the compensation of its named executive officers on an annual basis. This will continue until the company holds another vote on the frequency of these advisory votes.

The majority of shares voted (201,395,111) favored holding the advisory vote on executive compensation every year. Votes for every two years and every three years received significantly fewer shares (81,745,618 and 53,747,411 respectively). There were also abstentions and broker non-votes.

No, the "say-on-pay" votes are non-binding and advisory. While the Board of Directors considers the outcome, it does not legally compel the company to take specific actions regarding executive compensation based solely on the vote's result. However, the Board's decision to hold annual votes demonstrates responsiveness to shareholder sentiment.