cloroxdefa14a-81911.htm - Generated by SEC Publisher for SEC Filing

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

(Amendment No.   )

 

Filed by the Registrant    

Filed by a party other than the Registrant     

 

Check the appropriate box:

 

 Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 Definitive Proxy Statement

 Definitive Additional Materials

x Soliciting Material Pursuant to §240.14a-12

 

                                                                                                    The Clorox Company                                                                                                   

(Name of Registrant as Specified In Its Charter)

 

                                                                                                                                                                                                                                                 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

x No fee required.

 Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1) Title of each class of securities to which transaction applies:

 

                                                                                                                                                                                                                                                 

 

(2) Aggregate number of securities to which transaction applies:

 

                                                                                                                                                                                                                                                 

 

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

                                                                                                                                                                                                                                                 

 

(4) Proposed maximum aggregate value of transaction:

 

                                                                                                                                                                                                                                                 

 

(5) Total fee paid:

 

                                                                                                                                                                                                                                                 

 

 Fee paid previously with preliminary materials.

 

 Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1) Amount Previously Paid:

 

                                                                                                                                                                                                                                                                                                                                                                         

 

(2) Form, Schedule or Registration Statement No.:

 

                                                                                                                                                                                                                                                 

 

(3) Filing Party:

                                                                                                                                                                                                                                                 

 

(4) Date Filed: August 19, 2011

 


 

 

 

 

 

 
Corporate Communications

 

 

 


 

CloroxWeb Posting

Don Knauss: Update on Icahn Director Nominations

Aug. 19, 2011

As you may have learned, Carl Icahn has submitted a full slate of 11 nominees to replace our entire existing board of directors and to stand for election at The Clorox Company 2011 Annual Meeting of Stockholders. This is known as a “proxy contest,” and we have prepared answers to frequently asked questions to help provide you with some context.

As we stated in today’s press release, we believe Mr. Icahn is nominating candidates solely to advance his own agenda.

We have an outstanding board of directors that is committed to acting in the best interests of Clorox stockholders. The directors on the Clorox board have a broad range of complementary experience and have overseen the company’s success in delivering superior results and creating significant stockholder value.

A date has not yet been set for our 2011 Annual Meeting of Stockholders, but as we move forward, we expect to issue public statements and send informative materials to our stockholders regarding the annual meeting. In addition, we will be reaching out to our major stockholders in the coming weeks. We expect Mr. Icahn will do the same. As a result, you are likely to see increased media attention focused on Clorox. It is important for us to speak with one voice, so we ask that you forward any media calls to Kathryn Caulfield at 510-271-7250, investor calls to Steve Austenfeld at 510- 271-2270 and consumer inquiries to Tish Moore at 510-271-2298.

Please don’t be distracted by the increased interest in Clorox. Our company’s success is a testament to your hard work in exceeding the expectations of our customers and consumers. As always, it’s business as usual at Clorox. All of you are essential to bringing our strategy to life in everything you do every day. We will continue to operate as we always have, and I know each of you will remain focused on achieving our business goals as we execute our Centennial Strategy.

Thank you for your continued dedication and support.

Related links

Clorox press release

FAQs

Don Knauss’ voice message to employees

 

Important Additional Information

The Clorox Company (“Clorox”), its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from Clorox stockholders in connection with the matters to be considered at Clorox’s 2011 Annual Meeting. Clorox intends to file a proxy statement with the U.S. Securities and Exchange Commission (the “SEC”) in connection with any such solicitation of proxies from Clorox stockholders. CLOROX STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY STATEMENT AND ACCOMPANYING PROXY CARD WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with Clorox’s 2011 Annual Meeting. This information can also be found in Clorox’s Annual Report on Form 10-K for the year ended June 30, 2010, filed with the SEC on Aug. 26, 2010, and in Clorox’s proxy statement for the 2010 Annual Meeting, filed with the SEC on Oct. 1, 2010. To the extent holdings of Clorox securities have changed since the amounts printed in the proxy statement for the 2010 Annual Meeting, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Stockholders will be able to obtain any proxy statement, any amendments or supplements to the proxy statement and other documents filed by Clorox with the SEC for no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge at Clorox’s website at www.TheCloroxCompany.com or by writing to Clorox at 1221 Broadway, Oakland, CA 94612.

 


 

 

 

 


 

 

Corporate Communications

 

 

 

 

 


 

Icahn Nomination Voicemail

Hello everyone, this is Don Knauss. 

I wanted to let you know that Carl Icahn has submitted a full slate of 11 nominees to replace our entire existing board of directors and to stand for election at the Clorox 2011 Annual Meeting of Stockholders.

Now, this is not an unusual move by him, and in response, we have issued a press release stating that we believe Mr. Icahn is nominating candidates solely to advance his own agenda. Now, in our press release, we also highlight the strength of our board of directors, which clearly has overseen the company's success in delivering superior results and creating significant value for shareholders.

So, for additional information, please see my letter and the answers and questions on CloroxWeb.

I would also encourage you to read both documents when you can, but the most important thing for you to know is that it’s business as usual at Clorox.  This really doesn't change anything. We're going to continue to operate as we always have. We should be all focused on executing our strategic objectives to continue delivering the same kind of innovative products our consumers love with the highest levels of quality and customer service, and we're going to keep that focus.

So, just want to thank everyone for what you do every day for our company. It is truly making a difference, as is borne out by our results.

So, take care everyone, and we'll keep you updated.

###

 

Important Additional Information

The Clorox Company (“Clorox”), its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from Clorox stockholders in connection with the matters to be considered at Clorox’s 2011 Annual Meeting. Clorox intends to file a proxy statement with the U.S. Securities and Exchange Commission (the “SEC”) in connection with any such solicitation of proxies from Clorox stockholders. CLOROX STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY STATEMENT AND ACCOMPANYING PROXY CARD WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with Clorox’s 2011 Annual Meeting. This information can also be found in Clorox’s Annual Report on Form 10-K for the year ended June 30, 2010, filed with the SEC on August 26, 2010, and in Clorox’s proxy statement for the 2010 Annual Meeting, filed with the SEC on October 1, 2010. To the extent holdings of Clorox securities have changed since the amounts printed in the proxy statement for the 2010 Annual Meeting, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Stockholders will be able to obtain any proxy statement, any amendments or supplements to the proxy statement and other documents filed by Clorox with the SEC for no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge at Clorox’s website at www.thecloroxcompany.com  or by writing to Clorox at 1221 Broadway, Oakland, CA 94612.

 

 


 

 

Corporate Communications

 

 
 
 
 

 

CloroxWeb Posting

Icahn Board Nomination FAQs

Aug. 19, 2011

 

1.       What was announced today?

 

2.       What does this announcement mean for employees?        

 

3.       Who is Carl Icahn?

 

4.       What happens next?

 

5.       What will happen between now and the Annual Meeting?

 

6.       What is a proxy?

 


 

 

 

7.       What is a proxy contest?

 

8.       How is a proxy contest conducted?

 

9.       How long will a proxy contest last?

 

10.   What will happen at the Annual Meeting?

11.   When will the Annual Meeting take place?

A date for the annual meeting has not yet been set.

 

12.   Should I or can I sell Clorox stock that I own or exercise Clorox stock options?

 

 


 

 

13.   What should I tell others (customers, business partners, etc.) who ask me about the proxy contest?

 

14.   What should I do if I am questioned by stockholders, members of the news media or others?

 

Important Additional Information

The Clorox Company (“Clorox”), its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from Clorox stockholders in connection with the matters to be considered at Clorox’s 2011 Annual Meeting. Clorox intends to file a proxy statement with the U.S. Securities and Exchange Commission (the “SEC”) in connection with any such solicitation of proxies from Clorox stockholders. CLOROX STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY STATEMENT AND ACCOMPANYING PROXY CARD WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with Clorox’s 2011 Annual Meeting. This information can also be found in Clorox’s Annual Report on Form 10-K for the year ended June 30, 2010, filed with the SEC on Aug. 26, 2010, and in Clorox’s proxy statement for the 2010 Annual Meeting, filed with the SEC on Oct. 1, 2010. To the extent holdings of Clorox securities have changed since the amounts printed in the proxy statement for the 2010 Annual Meeting, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Stockholders will be able to obtain any proxy statement, any amendments or supplements to the proxy statement and other documents filed by Clorox with the SEC for no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge at Clorox’s website at www.TheCloroxCompany.com or by writing to Clorox at 1221 Broadway, Oakland, CA 94612.