SEC Info - Clorox Co/DE - ‘10-K’ for 6/30/19

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Clorox Co/DE – ‘10-K’ for 6/30/19 – ‘EX-4.10’

On: Tuesday, 8/13/19, at 9:24pm ET · As of: 8/14/19 · For: 6/30/19 · Accession #: 21076-19-12 · File #: 1-07151

  As Of               Filer                 Filing    For·On·As Docs:Size

 8/14/19  Clorox Co/DE                      10-K        6/30/19  122:16M

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML    522K 
 2: EX-4.10     Instrument Defining the Rights of Security Holders  HTML     36K 
 3: EX-21       Subsidiaries List                                   HTML     57K 
 4: EX-23       Consent of Experts or Counsel                       HTML     34K 
 8: EX-99.1     Miscellaneous Exhibit                               HTML   1.73M 
 9: EX-99.2     Miscellaneous Exhibit                               HTML     56K 
 5: EX-31.1     Certification -- §302 - SOA'02                      HTML     39K 
 6: EX-31.2     Certification -- §302 - SOA'02                      HTML     39K 
 7: EX-32       Certification -- §906 - SOA'02                      HTML     35K 
16: R1          Cover Page                                          HTML     95K 
17: R2          Consolidated Statement of Earnings                  HTML    134K 
18: R3          Consolidated Statements of Comprehensive Income     HTML     68K 
19: R4          Consolidated Balance Sheets                         HTML    119K 
20: R5          Consolidated Balance Sheets (Parenthetical)         HTML     54K 
21: R6          Consolidated Statements of Stockholders' Equity     HTML     77K 
22: R7          Consolidated Statements of Cash Flows               HTML    147K 
23: R8          Summary of Significant Accounting Policies          HTML     97K 
24: R9          Business Acquired                                   HTML     45K 
25: R10         Inventories                                         HTML     44K 
26: R11         Property, Plant and Equipment, Net                  HTML     55K 
27: R12         Goodwill, Trademarks and Other Intangible Assets    HTML     91K 
28: R13         Accounts Payable and Accrued Liabilities            HTML     44K 
29: R14         Debt                                                HTML     68K 
30: R15         Other Liabilities                                   HTML     50K 
31: R16         Financial Instruments and Fair Value Measurements   HTML    136K 
32: R17         Other Contingencies and Guarantees                  HTML     44K 
33: R18         Leases and Other Commitments                        HTML     55K 
34: R19         Stockholders' Equity                                HTML    114K 
35: R20         Net Earnings Per Share (Eps)                        HTML     45K 
36: R21         Stock-Based Compensation Plans                      HTML    123K 
37: R22         Other (Income) Expense, Net                         HTML     58K 
38: R23         Income Taxes                                        HTML    163K 
39: R24         Employee Benefit Plans                              HTML    254K 
40: R25         Segment Reporting                                   HTML    209K 
41: R26         Related Party Transactions                          HTML     37K 
42: R27         Unaudited Quarterly Data                            HTML    213K 
43: R28         Summary of Significant Accounting Policies          HTML    165K 
                (Policies)                                                       
44: R29         Summary of Significant Accounting Policies          HTML     37K 
                (Tables)                                                         
45: R30         Business Acquired (Tables)                          HTML     41K 
46: R31         Inventories (Tables)                                HTML     44K 
47: R32         Property, Plant and Equipment, Net (Tables)         HTML     49K 
48: R33         Goodwill, Trademarks and Other Intangible Assets    HTML     91K 
                (Tables)                                                         
49: R34         Accounts Payable and Accrued Liabilities (Tables)   HTML     44K 
50: R35         Debt (Tables)                                       HTML     62K 
51: R36         Other Liabilities (Tables)                          HTML     42K 
52: R37         Financial Instruments and Fair Value Measurements   HTML    118K 
                (Tables)                                                         
53: R38         Leases and Other Commitments (Tables)               HTML     55K 
54: R39         Stockholders' Equity (Tables)                       HTML    117K 
55: R40         Net Earnings Per Share (Eps) (Tables)               HTML     45K 
56: R41         Stock-Based Compensation Plans (Tables)             HTML    116K 
57: R42         Other (Income) Expense, Net (Tables)                HTML     56K 
58: R43         Income Taxes (Tables)                               HTML    166K 
59: R44         Employee Benefit Plans (Tables)                     HTML    261K 
60: R45         Segment Reporting (Tables)                          HTML    202K 
61: R46         Unaudited Quarterly Data (Tables)                   HTML    213K 
62: R47         Summary of Significant Accounting Policies (Cash    HTML     37K 
                and Cash Equivalents) (Details)                                  
63: R48         Summary of Significant Accounting Policies          HTML     51K 
                (Schedule of Estimated Useful Lives of Property,                 
                Plant and Equipment) (Details)                                   
64: R49         Summary of Significant Accounting Policies          HTML     72K 
                (Additional Information) (Details)                               
65: R50         Business Acquired (Narrative) (Details)             HTML     58K 
66: R51         Business Acquired (Fair Value Of Assets Acquired    HTML     64K 
                and Liabilities Assumed) (Details)                               
67: R52         Inventories (Details)                               HTML     48K 
68: R53         Property, Plant and Equipment, Net (Components of   HTML     55K 
                Property, Plant and Equipment, Net) (Details)                    
69: R54         Property, Plant and Equipment, Net (Narrative)      HTML     70K 
                (Details)                                                        
70: R55         Goodwill, Trademarks and Other Intangible Assets    HTML     56K 
                (Schedule of Goodwill) (Details)                                 
71: R56         Goodwill, Trademarks and Other Intangible Assets    HTML     55K 
                (Schedule of Intangible Assets, Excluding                        
                Goodwill) (Details)                                              
72: R57         Goodwill, Trademarks and Other Intangible Assets    HTML     56K 
                (Narrative) (Details)                                            
73: R58         Accounts Payable and Accrued Liabilities (Details)  HTML     48K 
74: R59         Debt (Narrative) (Details)                          HTML    107K 
75: R60         Debt (Long-term Debt, Net of Unamortized Discounts  HTML     66K 
                or Premiums) (Details)                                           
76: R61         Debt (Borrowing Capacity Under Other Financing      HTML     39K 
                Arrangements) (Details)                                          
77: R62         Other Liabilities (Schedule of Other Liabilities)   HTML     42K 
                (Details)                                                        
78: R63         Other Liabilities (Narrative) (Details)             HTML     48K 
79: R64         Financial Instruments and Fair Value Measurements   HTML     83K 
                (Narrative) (Details)                                            
80: R65         Financial Instruments and Fair Value Measurements   HTML     48K 
                (Schedule of the Effects of Derivative Instruments               
                Designated as Hedging Instruments) (Details)                     
81: R66         Financial Instruments and Fair Value Measurements   HTML    124K 
                (Schedule of Financial Instruments Measured at                   
                Fair Value) (Details)                                            
82: R67         Other Contingencies and Guarantees (Details)        HTML     51K 
83: R68         Leases and Other Commitments (Details)              HTML     95K 
84: R69         Stockholders' Equity (Narrative) (Details)          HTML     54K 
85: R70         Stockholders' Equity (Share Repurchase Programs)    HTML     47K 
                (Details)                                                        
86: R71         Stockholders' Equity (Common Stock Dividends)       HTML     34K 
                (Details)                                                        
87: R72         Stockholders' Equity (Schedule of Changes in        HTML     68K 
                Accumulated Other Comprehensive Net (Losses)                     
                (Details)                                                        
88: R73         Net Earnings Per Share (Eps) (Details)              HTML     44K 
89: R74         Stock-Based Compensation Plans (Narrative)          HTML    108K 
                (Details)                                                        
90: R75         Stock-Based Compensation Plans (Compensation Cost   HTML     45K 
                and Related Income Tax Benefit) (Details)                        
91: R76         Stock-Based Compensation Plans (Assumptions         HTML     58K 
                Utilized in the Valuation in Calculating the                     
                Compensation Expense for Stock Options Granted)                  
                (Details)                                                        
92: R77         Stock-Based Compensation Plans (Summary of Stock    HTML     74K 
                Option Activity) (Details)                                       
93: R78         Stock-Based Compensation Plans (Summary of          HTML     64K 
                Restricted Stock Award Activity) (Details)                       
94: R79         Stock-Based Compensation Plans (Summary of          HTML     63K 
                Performance Stock Award Activity) (Details)                      
95: R80         Other (Income) Expense, Net (Details)               HTML     73K 
96: R81         Income Taxes (Provision for Income Taxes by Tax     HTML     75K 
                Jurisdiction and Domestic and Foreign Earnings                   
                before Taxes) (Details)                                          
97: R82         Income Taxes (Effective Income Tax Rate             HTML     66K 
                Reconciliation) (Details)                                        
98: R83         Income Taxes (Narrative) (Details)                  HTML     64K 
99: R84         Income Taxes Income Taxes (Schedule of Impact from  HTML     43K 
                Change in Tax Rate) (Details)                                    
100: R85         Income Taxes (Components of Net Deferred Tax        HTML     73K  
                Assets) (Details)                                                
101: R86         Income Taxes (Valuation Allowance) (Details)        HTML     39K  
102: R87         Income Taxes (Unrecognized Tax Benefits) (Details)  HTML     50K  
103: R88         Employee Benefit Plans (Narrative) (Details)        HTML     57K  
104: R89         Employee Benefit Plans (Summarized Information for  HTML    106K  
                Defined Benefit Retirement Income and Healthcare                 
                Plans) (Details)                                                 
105: R90         Employee Benefit Plans (Information for Retirement  HTML     43K  
                Income Plans with Accumulated Benefit Obligation                 
                in Excess of Plan Assets) (Details)                              
106: R91         Employee Benefit Plans (Components of the Net Cost  HTML     56K  
                of Retirement Income and Health Care Plans)                      
                (Details)                                                        
107: R92         Employee Benefit Plans (Items Not Yet Recognized    HTML     52K  
                as a Component of Postretirement Expense)                        
                (Details)                                                        
108: R93         Employee Benefit Plans (Net Actuarial Loss (Gain)   HTML     46K  
                and Prior Service Cost (Benefit) Activity Recorded               
                in Accumulated Other Comprehensive Loss (Income))                
                (Details)                                                        
109: R94         Employee Benefit Plans (Weighted-Average            HTML     54K  
                Assumptions Used to Estimate the Net Periodic                    
                Pension and Other Postretirement Benefit Costs)                  
                (Details)                                                        
110: R95         Employee Benefit Plans (Expected Benefit Payments)  HTML     53K  
                (Details)                                                        
111: R96         Employee Benefit Plans (Target Allocations and      HTML     48K  
                Weighted Average Asset Allocations) (Details)                    
112: R97         Employee Benefit Plans (Retirement Income Plan's    HTML     62K  
                Assets Carried at Fair Value) (Details)                          
113: R98         Segment Reporting (Selected Financial Information   HTML    204K  
                Relating To Company's Segments ) (Details)                       
114: R99         Segment Reporting (Concentration Percentages)       HTML     58K  
                (Details)                                                        
115: R100        Segment Reporting (Net Sales and Long-Lived Assets  HTML     57K  
                by Geographic Area) (Details)                                    
116: R101        Related Party Transactions (Details)                HTML     39K  
117: R102        Unaudited Quarterly Data (Details)                  HTML    109K  
118: R9999       Uncategorized Items - _IXDS                         HTML     34K  
120: XML         IDEA XML File -- Filing Summary                      XML    232K  
15: XML         XBRL Instance -- fy19clx10k_htm                      XML   4.74M 
119: EXCEL       IDEA Workbook of Financial Reports                  XLSX    145K  
11: EX-101.CAL  XBRL Calculations -- clx-20190630_cal                XML    353K 
12: EX-101.DEF  XBRL Definitions -- clx-20190630_def                 XML   1.06M 
13: EX-101.LAB  XBRL Labels -- clx-20190630_lab                      XML   2.62M 
14: EX-101.PRE  XBRL Presentations -- clx-20190630_pre               XML   1.65M 
10: EX-101.SCH  XBRL Schema -- clx-20190630                          XSD    257K 
121: JSON        XBRL Instance as JSON Data -- MetaLinks              549±   860K  
122: ZIP         XBRL Zipped Folder -- 0000021076-19-000012-xbrl      Zip    474K

‘EX-4.10’ — Instrument Defining the Rights of Security Holders

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

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Exhibit

Description of Capital Stock of The Clorox Company Exhibit 4.10

The Company is authorized to issue up to 750,000,000 shares of common stock, $1.00 par value per share (the “Common Stock”). Other than as required by law or the Company’s Amended and Restated Bylaws, holders of shares of Common Stock are entitled to one vote per share on all matters to be voted on by stockholders. Other than as described herein, all matters submitted for a stockholder vote require the affirmative vote of a majority of the voting power present in person or represented by proxy and entitled to vote on the subject matter. Director nominations in uncontested elections require the approval of the majority of votes cast, and director nominees elected in a contested election shall be determined by a plurality of votes cast. Stockholders do not have cumulative voting rights in elections of directors. In addition, Article 6 of the Company’s Restated Certificate of Incorporation requires the affirmative vote of at least eighty percent (80%) of the voting power of the then outstanding shares of stock of the Company entitled to vote regularly in the election of directors (the “Voting Stock”) voting as a single class to approve certain “business combinations,” including mergers, sales or transfers of assets, and other corporate actions, involving any “interested stockholder” (as defined in the Company’s Restated Certificate of Incorporation) or an affiliate of an interested stockholder, unless a majority of disinterested directors have approved the action and certain other conditions are met. Furthermore, the provisions of Article 6 may not be amended or repealed in any respect, unless such action is approved by the affirmative vote of the holders of not less than eighty percent (80%) of the then outstanding Voting Stock, voting as a single class. The Company’s Restated Certificate of Incorporation and Amended and Restated Bylaws also contain additional anti-takeover protections, including, among other things, no ability for stockholders to act by written consent, no opt-out under Section 203 of the Delaware General Corporation Law and advance notice provisions for nominations of directors and other proposals of business. The holders of Common Stock are entitled to receive such dividends, if any, as may be declared from time to time by the Company’s Board of Directors out of funds legally available therefor. Upon liquidation or dissolution of the Company, the holders of Common Stock are entitled to share ratably in the distribution of assets, subject to the rights of the holders of Preferred Stock (as defined below), if any. Holders of Common Stock have no preemptive rights, subscription rights or conversion rights. There are no redemption or sinking fund provisions with respect to the Common Stock.

In addition, the Company is authorized to issue 5,000,000 shares of preferred stock, $1.00 par value per share (the “Preferred Stock”), in one or more series as determined by the Board of Directors. No shares of Preferred Stock are currently issued or outstanding. The Board of Directors may, without further action by the stockholders of the Company, issue a series of Preferred Stock and fix the rights and preferences of those shares, including the dividend rights, dividend rates, conversion rights, exchange rights, voting rights, terms of redemption, redemption price or prices, liquidation preferences, the number of shares constituting any series and the designation of such series. The rights of the holders of Common Stock will be subject to, and may be adversely affected by, the rights of the holders of any Preferred Stock issued by the Company in the future. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the Common Stock, without a vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such holders is required pursuant to the certificate or certificates establishing the series of Preferred Stock.

The foregoing description of our capital stock is a summary and is subject to the provisions of our Restated Certificate of Incorporation, our Amended and Restated Bylaws, and the relevant provisions of the laws of the State of Delaware.

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/10/23  Clorox Co./DE                     10-K        6/30/23  133:15M
 8/10/22  Clorox Co./DE                     10-K        6/30/22  129:15M
 8/10/21  Clorox Co./DE                     10-K        6/30/21  131:16M
 8/13/20  Clorox Co./DE                     10-K        6/30/20  133:19M

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