In February 2021, I assumed the role of Independent Chair and it has been my honor to work with the Board, management and the Clorox stakeholder community at this important time for our company and our world. This past year, the company delivered strong progress against the IGNITE strategy for long-term growth even as we all continue to navigate the unprecedented challenges of the pandemic. Through it all, we have been guided by our commitment to putting people at the center of everything we do, and by our new company purpose: we champion people to be well and thrive every single day.

As stewards of our company, the Board plays a critical role in guiding and overseeing the IGNITE strategy, including the integrated environmental, social and governance (ESG) goals. The Board has continued to be agile, adapting to changing circumstances in order to continue to oversee and guide management, provide appropriate risk oversight and ensure the company continues to serve the interest of its shareholders and broader stakeholders.

Our Board represents the right combination of broad and deep experience in strategy development, operational excellence, innovation, human capital and culture, the consumer packaged goods industry, as well as other important areas that are directly relevant to the Company’s strategic priorities. In addition to bringing important skills, this year’s Board nominees also represent a wide range of backgrounds and experiences, which we believe are reflective of our global operations and diverse consumer base. Our director nominee slate includes four women and three people of color. Of our 11 director nominees, 10 are independent. We are proud of the continuing evolution of our Board and our track record on refreshment.

We also remain committed to inclusion and diversity across our workforce. To foster transparency and accountability with our stakeholders, we published EEO-1 data in 2020 along the same categories under which we report to the U.S. Equal Employment Opportunity Commission (EEOC). This year, we also published our latest U.S. Consolidated EEO-1 Report that we submitted to the EEOC.

We have a long-standing practice of regular engagement with our shareholders to discuss our strategy, direction and practices. Regular shareholder feedback informs the Board’s thinking and allows us to continue broadening our perspective. To that end, we hope that you will read this proxy statement and vote either by proxy or at the Annual Meeting. Your vote is very important.

Finally, on behalf of the Board, I would like to thank Pamela Thomas-Graham for her distinguished service to the Company. Pamela, who is not standing for election this year, joined the Board in 2005 and served as lead independent director from 2016 to 2021. She has been a wise and important voice on our Board, and we will miss her contributions.

On behalf of the Board, thank you for your continuing trust and investment in Clorox.

Matthew Shattock
Independent Chair

The 2021 Annual Meeting of Shareholders (the Annual Meeting) of The Clorox Company (Clorox or the Company) will be held at 9:00 a.m. Pacific time on Wednesday, November 17, 2021, for the following purposes:

Due to concerns relating to the coronavirus (COVID-19) pandemic, and to support the health and well-being of our employees and shareholders, this year’s Annual Meeting will be virtual and will be held entirely online via live webcast at https://meetnow.global/MNGZAZQ. There will not be an option to attend the meeting in person.

Shareholders also will consider and act upon such other business as may properly come before the Annual Meeting or any adjournment or postponement.

Shareholders of record at the close of business on September 24, 2021, are entitled to vote at the Annual Meeting and any adjournment or postponement.

While you will not be able to attend the Annual Meeting at a physical location, we have designed the virtual Annual Meeting to ensure that our shareholders are given the same rights and opportunities to actively participate in the Annual Meeting as they would at an in-person meeting, using online tools to facilitate shareholder access and participation.

How to Attend the 2021 Virtual Annual Meeting. This year’s Annual Meeting will be virtual and held online via live webcast. In order to attend and participate in the Annual Meeting, you will need to visit https://meetnow.global/MNGZAZQ, and you will be required to enter the 15-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card (if you received a printed copy of the proxy materials), or on the

In fiscal year 2020, we introduced our IGNITE strategy to guide us to deliver purpose-driven growth. IGNITE embeds environmental, social and governance (ESG) priorities into our decision-making because we believe in the strategic link between our societal impact and long-term value creation for all our stakeholders, including shareholders, consumers, customers, employees, the communities where we operate and our planet.

ESG Pillars

We are a health and wellness company at heart with our choices guided by a company purpose: We champion people to be well and thrive every single day. To fulfill that purpose, we have established ESG goals that are organized around the pillars of Healthy Lives, Clean World, and Thriving Communities, and are supported by Strong Governance.

ESG Highlights

Less than two years after launching our IGNITE strategy, we have made significant progress on our ESG goals – even in the face of an unprecedented public health crisis that significantly impacted our operations.

In fiscal year 2021, we achieved our goal of 100% renewable electricity in our U.S. and Canada operations, and we are committed to maintaining this, going forward, through a virtual power purchase agreement. We also embedded ESG further into our business units. For example, Brita and Glad each established their own sustainability goals, demonstrating that environmental and social responsibility are core to their purpose. Brita committed to provide 500,000 people access to clean water in vulnerable U.S. communities with poor quality tap water by 2024, and one million people by 2030. Glad committed to reduce virgin plastic across its trash business by 50% by 2030 and help 100,000 households that are currently without recycling options gain access over the next three years. These are just two examples

Shareholder Outreach and Communications

We maintain active, year-round engagement with our shareholders and aim to meet with our larger institutional shareholders in-person (conditions permitting), via conference calls, virtually (via video) or at investor conferences. We also routinely respond to inquiries and consider feedback received from individual shareholders and other stakeholders throughout the course of the fiscal year.

During the past fiscal year, our corporate secretary team, management and investor relations team, in addition to our NGCRC chair and independent chair, met with many of our investors to discuss key corporate governance, executive compensation, corporate responsibility, culture and other important ESG topics. These meetings enable two-way dialogue between our shareholders and the Company and provide a forum for our leadership to listen to our shareholders’ perspectives, answer any questions and engage in dialogue on any feedback they may have. Through these engagements, we seek to ensure our corporate governance framework remains responsive to the priorities of our stakeholders, while also enabling our business and strategic priorities.

The Board considers shareholder feedback from these meetings, along with emerging best practices, market standards, and policies at other companies in its deliberations and decision-making as well as our disclosures and commitments.

For example, after a comprehensive review and consideration of feedback from shareholders, in conjunction with our strategic and business priorities, our Board has effected changes in key areas relating to the Company’s compensation plan design and metrics, including by updating our executive compensation clawback policy and by expanding the factors considered in executive compensation award determinations. In February 2021, the MDCC updated its clawback policy to allow for recoupment of incentive compensation granted to current and former executive officers if the executive engages in conduct that is materially detrimental to Clorox. See Executive Compensation Governance in the Compensation Discussion and Analysis section of this proxy statement for more information. Further, for fiscal year 2022 and onwards, certain ESG components of our IGNITE scorecard – such as management of environmental risks and human capital, including diversity and inclusion –

(up to 20% of the Board) for inclusion in the Company’s proxy statement and form of proxy used in connection with the Annual Meeting (proxy materials) if the shareholder(s) provide(s) timely written notice of such nomination(s) and the shareholder(s) and the nominee(s) satisfy the requirements specified in the Company’s Bylaws. Shareholders who wish to nominate directors for inclusion in the Company’s proxy materials or directly at an annual meeting of shareholders in accordance with the procedures in our Bylaws should follow the instructions under the Shareholder Proposals and Director Nominations for the 2021 Annual Meeting section of this proxy statement.

The NGCRC engages in continuous Board succession planning and evaluation of Board composition, working closely with our Board in determining the skills, experiences, and characteristics desired for the Board as a whole and for its individual members, and also screening and recommending candidates for nomination by the full Board.

While the Board has not established any specific minimum qualifications that a potential nominee must possess, director candidates, including incumbent directors, are assessed based upon criteria established by the NGCRC in light of the Company’s long-term strategy, the skills and backgrounds currently represented on the Board, and any specific needs identified in the NGCRC’s evaluation of Board composition.

Criteria include:

As highlighted in our Governance Guidelines, the Board values diversity and recognizes the importance of having unique and complementary backgrounds and perspectives in the boardroom. The Board also actively seeks refreshment of the Board with directors who can add strong and unique value to our ever-evolving business through skills highly relevant to our corporate strategy.

The Board believes that setting the tone at the top – that people of all backgrounds are welcome and empowered – helps the Company attract and retain the best talent and also helps lead to a better business strategy and execution. The Board endeavors to bring together diverse skills, professional experience, perspectives, age, race, ethnicity, gender, sexual identity and orientation, and cultural backgrounds that reflect the Company’s diverse

employees and 46% of our nonproduction managers globally. We are committed to inclusion and diversity because we fundamentally believe that diversity leads to better outcomes for our business. We have also seen the value of diversity during times of uncertainty when different ways of thinking enables us to be nimble, creative, and step up to meet challenges.

Board Diversity Policy

The Board regards diversity as an important consideration for determining the optimal Board composition and adopted a Board diversity policy during fiscal year 2020, formalizing and reinforcing the NGCRC’s long-existing practice of considering diversity as an important factor in the director selection process in accordance with our Board membership criteria.

The NGCRC has oversight of the implementation and delivery of the Board Diversity Policy, which guides and

As part of our ongoing, proactive efforts to implement effective and progressive corporate governance practices, the NGCRC regularly reviews the leadership structure of the Board, taking into account the Company and its needs, market practices, board skills and experiences, investor feedback, and corporate governance perspectives, among other things. The Board believes it is in the best interests of the Company and its shareholders for the Board to have flexibility in determining the Board leadership structure of the Company based on these factors. Accordingly, over the years, the Board has had a variety of leadership structures.

In February 2021, our executive chair and former CEO Benno Dorer stepped down from his role, and Matthew Shattock was appointed to the role of independent chair. Mr. Shattock brings strong board and executive leadership experience to the role having previously served as a non-executive board chair and as a former public company CEO. Mr. Shattock leads the Board in its fundamental role of advising and overseeing management.

In this role, the independent chair:

In addition to regularly reviewing its leadership structure, the Board, the Board committees and each individual director conduct an annual self-assessment of their performance, a process that is overseen by the NGCRC.

The NGCRC chair meets with each director to gather feedback on the Board and to discuss each director’s self-assessment and peer evaluation. Directors have the opportunity to provide feedback on a number of issues designed to assess Board performance, including Board composition, structure, information received, accountability, oversight, and effectiveness, among other topics. The NGCRC chair then summarizes the results and any related recommendations, and the Board reviews and discusses the findings. Each Board committee also conducts a separate self-evaluation that is designed to assess committee performance and effectiveness.

This multi-step evaluation process generates robust comments and discussion at all levels of the Board, and these evaluations have led to changes designed to increase Board effectiveness and efficiency, including, for example:

The Company’s Bylaws require each director to be elected by a majority of the votes cast with respect to such director in uncontested elections—the number of shares voted FOR a director must exceed the number of shares voted AGAINST that director.

The people designated in the proxy and voting instruction card intend to vote your shares represented by proxy FOR the election of each of these nominees, unless you include instructions to the contrary. In the event any director nominee is unable to serve or for good cause will not serve, the persons named as proxies may vote for a substitute nominee recommended by the Board, or the Board may reduce the size of the Board or leave a vacancy.

The Board unanimously recommends a vote FOR each of the Board’s 11 nominees for director listed above. The Board believes that each nominee listed above is highly qualified and has the background, skills, experience, and attributes that qualify each nominee to serve as a director of the Company. See each nominee’s biographical information and the

The Clorox Company Governance Guidelines

The Board has adopted Governance Guidelines to reflect the Board’s views and the Company’s policies regarding significant corporate governance matters, which the Board believes are best practice. The Governance Guidelines present a framework for the governance of the Company by setting forth the Board’s and the Board committees’ responsibilities, qualifications, and operational matters and describing key matters. The NGCRC reviews the Governance Guidelines on an annual basis and recommends changes to the Board based on current corporate governance best practices.

The Governance Guidelines can be found in the Corporate Governance section on the Company’s website at https://www.thecloroxcompany.com/who-we-are/ corporate-governance/governance-guidelines/, and are available in print to any shareholder who requests them from The Clorox Company, c/o Corporate Secretary, 1221 Broadway, Oakland, CA 94612-1888.

Our Corporate Governance Process

We believe that a critical component of meaningful corporate governance is a robust annual process that includes active and transparent shareholder engagement.

Our annual engagement process typically includes the following:

Additionally, our chief information and enterprise analytics officer, information security officer and chief legal officer report to the Audit Committee regularly, and at least quarterly, on topics related to information security and cyber risks and readiness. Additional information security and cybersecurity risks are presented to the full Board at least annually as part of the full Board’s oversight of enterprise risk management. The Audit Committee includes directors with knowledge, skills and experience in security, privacy, IT governance, and cyber risk, and management consults regularly with external specialists and advisors on enhancements and opportunities for regular and continued strengthening of our cyber practices and policies.

ESG Matters. Although the NGCRC has oversight over ESG matters, the Board also reviews ESG issues, as it has a standing agenda item at each quarterly meeting to hear from the key executives that have oversight of these matters. This review and discussion of ESG initiatives, challenges and opportunities, in addition to priorities and progress fosters appropriate Board oversight of ESG matters.

Culture. In overseeing culture, the Board also receives information through a number of channels, including updates from the chief people officer and the vice president for inclusion and diversity on data and metrics from periodic pulse surveys, our annual employee engagement survey which gauges employee perception of the Company as a place to work as well as their sense of inclusion, as well as the activities of our employee resource groups. The chief legal officer also updates the Board on any significant compliance, discrimination and harassment complaints.

Reporting Protocol. The Company also has formalized governance structure and reporting channel policies that require management to notify the Board of, among other things, any instances of significant threatened or actual litigation, significant governmental or regulatory inquiry or proceeding, and any events or occurrences that could materially impact the Company’s reputation, including any cybersecurity-related issues that could involve the significant misappropriation of personal or sensitive/valuable Company data, or that may have significant operational, financial, legal or reputational impacts.

Risk Oversight by Board Committees

As part of executing its risk oversight responsibility, the Board delegates specific oversight duties to each Board committee based on expertise, as set forth below. These committees report on risk exposure on these delegated areas during its regular reports to the full Board to facilitate proper risk oversight by the full Board.

Based on its review and the analysis provided by its independent compensation consultant, Frederic W. Cook & Co., Inc. (FW Cook), the MDCC has determined that the risks arising from the Company’s compensation policies and practices for its employees, including executive officers, are not reasonably likely to have a material adverse effect on the Company.

Board Meeting Attendance

The Board held eight meetings during fiscal year 2021. All incumbent directors attended at least 75% of the meetings of the Board and committees of which they were members during fiscal year 2021 during the period in which they served on the Board. All members of the Board are expected to attend the Annual Meeting. Each of the 12 members of the Board at the time of the Company’s 2020 Annual Meeting of Shareholders attended that meeting.

Director Independence

The Governance Guidelines provide that a substantial majority of the Board must consist of independent directors. The Board determines whether individual

The Company has a written policy regarding review and approval of any Interested Transactions (as defined below) by the Audit Committee. An “Interested Transaction” is any transaction, arrangement, or relationship or series of similar transactions, arrangements, or relationships (including any debt or guarantee of debt) in which:

In reviewing any Interested Transaction, the Audit Committee will consider whether the Interested Transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the Related Person’s interest in the transaction. There have been no transactions considered to be an Interested Transaction since the beginning of the Company’s 2020 fiscal year.

The Company has adopted a Code of Conduct, which sets forth the ethical and legal standards of behavior and business practices that are required of all our directors, executives and global employees and can be found in the Corporate Governance section of the Company’s website, https://www.thecloroxcompany.com/who-we-are/corporate-governance/codes-of-conduct, or can be obtained in print by contacting The Clorox Company, c/o Corporate Secretary, 1221 Broadway, Oakland, CA 94612-1888.

The Board has established three standing committees: the Audit Committee, the NGCRC, and the MDCC. Each of these committees consists only of non-management directors whom the Board has determined are independent under the NYSE listing standards and the Board’s independence standards set forth in the Company’s Governance Guidelines. Directors who serve on the Audit Committee and the MDCC must meet additional, heightened independence and

Audit Committee. The Audit Committee is the principal link between the Board and the Company’s independent registered public accounting firm. The Audit Committee has the functions and duties set forth in its charter, including:

The Board has determined that, with respect to fiscal year 2021, director Mr. Williams is an audit committee financial expert, as defined by SEC rules, and each member of the Audit Committee is financially literate, as defined by NYSE rules.

Nominating, Governance and Corporate Responsibility Committee. The NGCRC has the functions and duties set forth in its charter, including:

Only our non-employee directors receive compensation for their service as directors. The Company’s non-employee director compensation program is comprised of cash compensation and an annual grant of deferred stock units.

The MDCC has the responsibility for making recommendations regarding non-employee director compensation. The MDCC reviews the form and amount of compensation of non-employee directors at least once a year to ensure that the Company’s non-employee directors are compensated appropriately relative to peer companies. The MDCC retains the services of an independent compensation consulting firm to assist

Directors who serve as a Board member, independent chair, lead independent director, or committee chair for less than the full fiscal year receive pro-rated retainer amounts based on the number of days they served in such position during the fiscal year. In fiscal year 2021, Matthew Shattock began receiving a retainer for his service as independent chair, and Pamela Thomas-Graham stopped receiving a retainer for her service as lead independent director, beginning on February 15, 2021. In addition to the retainer amounts, each non-

Payment in Stock. Directors who elect to receive cash compensation amounts in the form of common stock are issued shares of common stock based on the fair market value of the common stock as determined by the closing price of the common stock on the last trading day of the quarter for which the fees were earned.

Elective Deferral Program: Deferred Cash. For directors who elect deferred cash, the amount deferred is credited to an unfunded cash account that is credited with interest at an annual interest rate equal to Wells Fargo Bank, N.A.’s prime lending rate in effect on January 1 of each year. Upon termination of service as a director, the amounts credited to the director’s deferred cash account are paid out in five annual cash installments or in one lump-sum cash payment, as elected by the director.

Elective Deferral Program: Deferred Stock Units. For directors who elect deferred stock units, the amount deferred is credited to an unfunded account in the form of units equivalent to the fair market value of the common stock on the last trading day of the quarter for which the fees were earned. When dividends are declared, additional deferred stock units are allocated to the director’s deferred stock unit account in amounts equivalent to the dollar amount of common stock dividends paid by the Company divided by the fair market value of the common stock on the date the dividends are paid. Upon termination of service as a director, the amounts credited to the deferred stock unit account, which include any elective deferrals and the annual deferred stock unit grants described above, are paid out in shares of common stock in five annual installments or in one lump sum, as elected by the director. Deferred stock units may only be settled in shares of common stock.

Equity Compensation

Each non-employee director receives a majority of their annual compensation in the form of deferred stock units. Deferred stock units are shares of the Company’s common stock that the director receives only upon terminating their service with the Company. Each non-employee director receives an annual grant of deferred stock units. The aggregate value of the deferred stock unit award amount earned by a non-employee director serving for the full fiscal year 2021 was $157,000. Awards are made as of the last business day in the calendar year and represent payment for services provided during such calendar year.

The Company believes that the use of deferred stock units provides a stronger alignment between directors and the Company’s shareholders compared to outright stock ownership since directors have no ability to sell the deferred stock units while they remain on the Board. The Company has maintained the deferred stock unit program for its directors for over 20 years.

Purpose

As a health and wellness company at heart, our purpose — we champion people to be well and thrive every single day — reflects our belief that we make a meaningful and positive impact on the world around us.

Championing people starts with the health and safety of our employees. It means building workplace culture that celebrates diversity and enables everyone to stretch, grow and do their best work. We have built a culture where everyone can bring their authentic, whole self to work every day.

Championing people to be well and thrive applies to the consumers we serve. Our products make the world around us and the spaces inside and outside our homes healthier, cleaner and safer. They strengthen bodies and minds, and help people care for themselves and the people and pets they love. Our brands bring people together and make life a little more joyful. It’s why people love us. When our consumers are well and thriving, we are.

Our purpose drives us to champion the people in our communities. It’s why we’re committed to bringing our communities together, to raise them up by supporting equality, equal opportunity and equal justice. And we want to make the planet healthier for everyone, in every corner of the world, with clean air, pure water, and unpolluted places where we live, work and play.

In fiscal year 2021, Clorox delivered net sales growth of 9% in a macroeconomic environment that continued to be dominated by elevated demand for essential household products, especially cleaning and disinfecting products, as a result of COVID-19. Diluted net earnings per share decreased by 24% in a challenging environment that included high levels of competition in select categories and macroeconomic factors relating to supply challenges, uncertainty related to the global pandemic, persistently high manufacturing and logistics costs, and rising commodity costs.

Our IGNITE strategy has the objective of maximizing economic profit while maintaining a commitment to purpose-driven growth. Under IGNITE, we laid out four strategic choices integrated with our ESG goals to sustain that growth. Regardless of the forces impacting our business – such as the global pandemic, shifting consumer preferences, or changing economic conditions – our IGNITE strategy guides our decision-making and allows us to make the right choices that will position us for success over the long term.

IGNITE Strategic Choices

IGNITE is centered around four strategic choices and integrated ESG pillars, which are intended to collectively drive purpose-driven growth.

More information regarding these strategic choices is available at https://www.thecloroxcompany.com/company/ignite-strategy/.

We are seeking a non-binding, advisory vote from our shareholders to approve the compensation of our NEOs that are listed in the Compensation Discussion and Analysis section of this proxy statement. This proposal gives our shareholders the opportunity to express their views on the Company’s executive compensation, and is commonly referred to as a “say-on-pay” proposal. This vote is only advisory and will not be binding upon the Company or the Board. However, the MDCC, which is responsible for designing and administering the Company’s executive compensation program, values the opinions expressed by shareholders and encourages all shareholders to vote their shares on this matter.

As discussed in the Compensation Discussion and Analysis section of this proxy statement, which begins on page 37, the Company’s compensation programs are designed to align pay with short- and long-term financial and strategic objectives to build shareholder value, while

The Board unanimously recommends a vote FOR the advisory vote to approve executive compensation. The Company is asking its shareholders to support the compensation of the named executive officers as described in this proxy statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers in fiscal year 2021 and the philosophy, policies, and practices underlying that compensation, which are described in this proxy statement. The Board believes that the Company’s overall compensation process effectively implements its compensation philosophy and achieves its goals.

The affirmative vote of a majority of the votes present in person or represented by proxy and entitled to vote on the matter is required to approve this proposal.

This vote is advisory, and therefore not binding on the Company, the Board, or the MDCC. However, the Board and the MDCC value the opinions of the Company’s shareholders and, to the extent there is any significant vote against the named executive officers’ compensation