UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 11, 2020
COLGATE PALMOLIVE COMPANY
(Exact name of registrant as specified in its charter)
Delaware
|
1-644
|
13-1815595
|
|
(State or Other Jurisdiction
of Incorporation)
|
(Commission
File Number)
|
(IRS Employer
Identification No.)
|
| 300 Park Avenue,
New York, New York |
10022
|
| (Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s telephone number, including area code (212) 310-2000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which
registered
|
Common Stock, $1.00 par value
|
|
CL
|
|
New York Stock Exchange
|
| 0.000% Notes due 2021 |
|
CL 21A |
|
New York Stock Exchange
|
0.500% Notes due 2026
|
|
CL 26
|
|
New York Stock Exchange
|
1.375% Notes due 2034
|
|
CL 34
|
|
New York Stock Exchange
|
| 0.875% Notes due 2039 |
|
CL 39 |
|
New York Stock Exchange
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
Consistent with previously announced succession plans, on March 11, 2020, Colgate-Palmolive Company (“Colgate”) announced that Mr. Ian Cook
will retire from his positions as Executive Chairman and a director of Colgate, and that the Board of Directors (the “Board”) has unanimously elected Mr. Noel R. Wallace, currently Chief Executive Officer and President and a member of the Board of
Directors, to the additional role of Chairman of the Board, in each case effective April 1, 2020.
Also at its meeting on March 11, 2020, Colgate’s Board elected Ms. Martina Hund-Mejean, former Chief Financial Officer of Mastercard, Inc. (“Mastercard”), to
the Colgate Board. Ms. Hund-Mejean was appointed to the Board’s Audit and Finance Committees. Ms. Hund-Mejean, 59, brings extensive leadership experience and financial expertise to the Colgate Board. Ms. Hund-Mejean served as Chief Financial
Officer of Mastercard from 2007 until her retirement in April 2019. Prior to joining Mastercard, Ms. Hund-Mejean served as Senior Vice President and Treasurer of Tyco International Ltd. from 2002 to 2007 and Senior Vice President and Treasurer of
Lucent Technologies Inc. from 2000 to 2002. She previously held a series of finance positions of increasing responsibility at General Motors Company from 1988 to 2000. Ms. Hund-Mejean will receive compensation as a non-employee director in
accordance with Colgate’s director compensation program described in Colgate’s proxy statement filed with the Securities and Exchange Commission on March 27, 2019.
On March 11, 2020, Mr. Charles A. Bancroft resigned from Colgate’s Board. Colgate is filing this 8-K pursuant to Item 5.02(b), “Departure of Directors or
Certain Officers.”
| Item 5.03. |
Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year
|
On March 11, 2020, the Board approved amendments to Colgate’s By-laws to eliminate the Board’s discretion to nominate a director who has
reached 72 years of age, to make certain clarifications and refinements to the advance notice by-law contained in By-law 11 and to implement certain other technical and administrative changes.
| Item 9.01. |
Financial Statements and Exhibits.
|
(d) Exhibits. The following exhibit is filed with this document:
|
Exhibit Number
|
Description |
|
|
|
| 3.01 |
Colgate-Palmolive Company By-Laws, Amended and Restated as of March 11, 2020 |
|
|
|
| 104 |
Cover Page Interactive Data File (embedded within the Inline eXtensible Business Reporting Language (Inline XBRL) document) |