8-KLeadership ChangesExhibits & Filings

COLGATE PALMOLIVE CO 8-K Report, Executive Changes (Mar 20, 2019)

Filed March 20, 2019For Securities:CL

Summary

This 8-K filing from Colgate-Palmolive Company (CL) primarily details executive compensation adjustments tied to leadership transitions. Effective April 2, 2019, Noel R. Wallace assumes the role of President and Chief Executive Officer, accompanied by a significant increase in his base salary and target incentive compensation, including annual bonuses and long-term equity awards (restricted stock units and stock options). These changes reflect his expanded responsibilities and align his compensation with his new executive position. Concurrently, Ian Cook transitions to the role of Executive Chairman. While his base salary and annual bonus target remain unchanged, his long-term incentive award opportunity is substantially reduced. The filing also discloses a new performance-based restricted stock unit award for Mr. Wallace under a program with a three-year performance cycle, contingent on achieving defined performance goals. Investors should view these changes in the context of the company's executive succession planning and incentive structures.

Key Highlights

  • 1Noel R. Wallace appointed President and Chief Executive Officer, effective April 2, 2019.
  • 2Mr. Wallace's annual salary increases from $950,000 to $1,250,000.
  • 3Target annual bonus for Mr. Wallace increases from 100% to 160% of base salary.
  • 4Mr. Wallace's target long-term incentive awards (restricted stock units and stock options) significantly increase.
  • 5Ian Cook transitions to Executive Chairman, effective April 2, 2019.
  • 6Mr. Cook's long-term incentive award opportunity is reduced from $9,250,000 to $3,610,000.
  • 7Mr. Wallace received a performance-based restricted stock unit award for the 2019-2021 performance cycle.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report significant changes in the compensation arrangements for key executives, Noel R. Wallace and Ian Cook, following their respective transitions into new leadership roles as President and CEO and Executive Chairman, effective April 2, 2019.

Effective April 2, 2019, Mr. Wallace's base salary increases to $1,250,000. His target annual bonus opportunity is raised to 160% of his base salary, and his target long-term incentive awards, including restricted stock units and stock options, also see substantial increases.

Ian Cook transitions to Executive Chairman. While his annual salary of $1,400,000 and target annual bonus of 160% of base salary remain unchanged, his long-term incentive award opportunity is reduced from $9,250,000 to $3,610,000. This long-term incentive will be granted in stock options.

Mr. Wallace received a target award of 50,943 performance-based restricted stock units for the 2019-2021 performance period. These units are contingent on the achievement of specific performance goals set by the Compensation Committee and will be earned and vest based on those outcomes, aligning his incentives with the company's future performance.