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2: EX-3.01 Articles of Incorporation/Organization or Bylaws HTML 173K
7: R1 Cover Page HTML 59K
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(Registrant’s telephone number, including area code)
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):
i☐
Written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement
communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
Pre-commencement communication 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
iCommon Stock, $1.00 par value
iCL
iNew
York Stock Exchange
i0.500% Notes due 2026
iCL26
iNew
York Stock Exchange
i0.300% Notes due 2029
iCL29
iNew
York Stock Exchange
i1.375% Notes due 2034
iCL34
iNew
York Stock Exchange
i0.875% Notes due 2039
iCL39
iNew
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 i☐
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. ☐
On January 12, 2023, the Board of Directors of Colgate-Palmolive Company (the “Company”) approved amendments to the Company’s Amended and Restated By-laws (“By-laws”), effective as of the same date.
Stockholder Proposals and Procedures
The By-laws incorporate certain changes to clarify and update procedural mechanics and disclosure
requirements for stockholders intending to call special meetings or introduce nominations of directors at meetings of stockholders, including a new requirement that any stockholder submitting notice of a director nomination inform the Company whether such stockholder intends to solicit proxies with respect to at least sixty-seven percent (67%) of the Company’s voting shares in support of its director nominees, and certain other technical changes in light of the universal proxy rules adopted by the U.S. Securities and Exchange Commission.
Forum for Certain Actions
The By-laws
also were updated to provide that, unless the Company consents in writing to the selection of an alternative forum, a state court located within the State of Delaware (or if no state court located within the State of Delaware has jurisdiction, the federal court for the District of Delaware) shall be the sole and exclusive forum for certain specified actions, including any derivative action or proceeding brought on behalf of the Company or any action asserting a claim for or based on a breach of a fiduciary duty owed by any current or former director or officer or other employee of the Company to the Company’s stockholders.
The
By-laws also incorporate certain other technical and administrative changes.
Cover Page Interactive Data File (embedded
within the Inline eXtensible Business Reporting Language (Inline XBRL) document)
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
