Summary
Colgate-Palmolive Company (CL) announced on December 9, 2021, that its Board of Directors has approved amendments to its Amended and Restated By-laws. The most significant change is the reduction of the ownership threshold required for stockholders to call a special meeting, lowering it from 25% to 15% of the Company's outstanding common stock, provided that such ownership has been held for at least one year. This amendment follows a stockholder proposal at the 2021 Annual Meeting that garnered majority support for a lower threshold. The Company engaged with its largest institutional investors, representing a substantial portion of its outstanding shares, to gather feedback. The Board's decision to set the new threshold at 15% reflects a compromise and aims to align with the majority sentiment expressed by key stakeholders and the broader investor base, balancing the desire for increased shareholder voice with the need for responsible governance.
Key Highlights
- 1Colgate-Palmolive (CL) amended its By-laws as of December 9, 2021.
- 2The ownership threshold for stockholders to call a special meeting has been lowered from 25% to 15% of outstanding common stock.
- 3The 15% ownership stake must be held for at least one year to trigger the right to call a special meeting.
- 4This change was influenced by a stockholder proposal at the 2021 Annual Meeting that received majority support for lowering the threshold.
- 5The Company consulted with 18 of its largest institutional investors, representing over 42% of outstanding stock, before making the change.
- 6The Board determined the 15% threshold is in the best interests of the Company and supported by the majority of engaged stockholders.
- 7The filing also includes technical and administrative changes to meeting procedures.