Clorox Board Adopts "Proxy Access" for Nominations to its Board

OAKLAND, CA--(Marketwired - August 28, 2015) - The Clorox Company (NYSE: CLX) today announced its board of directors has adopted an amendment to the company's bylaws allowing "proxy access" for director nominations.

The amendment to the company's bylaws provides that holders of at least 3 percent of Clorox's outstanding shares, who have held the shares continuously for three or more years, can nominate individuals for up to 20 percent of the board, for election at the company's annual stockholder meeting. Up to 20 stockholders may aggregate their shares to reach the 3 percent ownership threshold.

"The board had been reviewing proxy access as part of its ongoing consideration of corporate governance practices," said George Harad, independent chair of the board. "Subsequently, in April 2015, we received a stockholder proposal for our 2015 annual meeting asking the board to implement proxy access. After thoughtful dialogue and input from some of our largest stockholders, our board decided to adopt a proxy access framework that we believe best serves our company and our stockholders."

Clorox has a long-standing commitment to strong corporate governance, which includes the following:

• All directors are elected annually, with a majority voting standard
• Since 2013, six new directors have been elected
• In 2015, a new independent chair of the board was appointed
• 10 of the 11 directors are independent; the CEO is the only management director
• A focus on strong board composition, with the right skills needed for the company's business
• Board diversity, with 30 percent female and 50 percent minority independent board members
• Robust board and management succession planning

The company is committed to creating value for its stockholders and driving its goals of profitable growth and maximizing economic profit across categories, countries and channels. Clorox pursues sustainability across its business -- financial, environmental, social and governance -- and was an early adopter of integrated annual reporting, which it believes helps demonstrate how Clorox drives long-term sustainable value for its stockholders and communities.