Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.            )

Filed by the Registrant [X]
Filed by a Partyparty other than the Registrant [   ] 
 
Check the appropriate box:
 
[   ]      Preliminary Proxy Statement
[   ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[   ] Definitive Additional Materials
[   ] Soliciting Material Pursuant tounder §240.14a-12

 THE CLOROX COMPANYThe Clorox Company 
 (Name of Registrant as Specified In Its Charter) 
 
     
 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box)all boxes that apply):
[X]      No fee required.required

[   ]

 

Fee paid previously with preliminary materials

[   ]

Fee computed on table belowin exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

1)Title of each class of securities to which transaction applies:
2)Aggregate number of securities to which transaction applies:
3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
4)Proposed maximum aggregate value of transaction:
5)Total fee paid:
[   ]Fee paid previously with preliminary materials.
[   ]Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
1)Amount Previously Paid:
2)Form, Schedule or Registration Statement No.:
3)Filing Party:
4)Date Filed:


Table of Contents



Table of Contents

Letter from Our Independent Chair

This past year presented another year of unprecedented challenges. Through ongoing uncertainty, the board has continued to be stewards of the company, guiding its strategy to ensure long-term, sustainable value creation for all stakeholders. We believe that the foundation of Clorox's resilience through uncertainty and challenges has been strong corporate governance, together with our commitment to our corporate purpose and values. We appreciate the opportunity to share with you our progress and governance enhancements over this past fiscal year.

Enhancing Board ESG Governance

Board oversight of ESG has never been more critical, given its strategic importance to our company and the increasing scrutiny by regulators, shareholders and other stakeholders on corporate disclosures and activities around these matters. We believe our approach to stewardship of these issues continues to serve us, the company, and our shareholders well. We made progress on our ESG priorities and goals and enhanced our governance over these areas across the organization, which, we believe, will create long-term stakeholder value. For example, this past fiscal year, we continued to broaden our board's knowledge on these topics through engagement and dialogue with internal and external experts. We also undertook a review of our ESG governance across the full Board and committees, including benchmarking and discussion among board leadership, to ensure these areas were managed in an integrated manner across committees, with oversight and visibility to the full Board. Based on this, we updated our board committee charters to enhance oversight and coordination on these key matters.

To Our StockholdersMaintaining Active Board Refreshment


Dear Stockholders:

I am pleasedSince our last annual meeting, we appointed two new directors to invite you to attend our 2017 Annual Meetingthe board — Julia Denman and Stephanie Plaines — who collectively bring additional deep strategic, financial and industry leadership experience as well as strong track records of Stockholders.

Clorox delivered strong results invalue creation and transformation. These two directors serve on the Audit Committee, and the board has determined that they are audit committee financial experts for fiscal year 20172023. Their appointments add to the strength and we continue todiversity of our director nominee group, which is 50% women and 25% people of color.

After 15 years of service, Dr. Richard Carmona will be committed to good growth: growth that is profitable, sustainable,retiring from the board. We congratulate Rich on his retirement and responsible.thank him for his dedicated years of service, including six years as chair of the NGCRC. We are focused on delivering productsvery grateful for his substantial contributions to the board, the company and brands that provide superior value, investing in product innovationour shareholders, particularly his important perspectives as a former surgeon general of the U.S. as the company navigated through the height of the pandemic.

Year-round, Ongoing Shareholder Engagement

As part of our commitment to strong corporate governance, our directors also continued to engage with shareholders to discuss key issues and to listen to their perspectives. The feedback from these conversations informed the consumer experience,implementation of recent practices such as the launch of our new ESG Data Hub, which provides a centralized source for our key ESG disclosures. As part of the board's effort to continually enhance and being an industry leader in using marketingexpand their knowledge and technology to enable real-time consumer engagement. We also view employee engagement as critical, as engagement has been shown to correlateskills, we invited one of our largest shareholders to a company’s performance. Inclusionboard meeting and diversity are topbusiness priorities as we benefit fromhad the diverse backgrounds and perspectives of our employees, which we also see reflected in our female and minority leaders on the management team and Board of Directors.

Our Board continuesunique opportunity to provide excellent guidance and leadership and to set the right tone at the top. Whether it’s strategic oversight, risk management, or human capital management, the Board is focused on the long term. We are constantly thinking about how the Company must evolve as an industry leaderengage in a rapidly changing world, and in a way that is responsible and sustainabledialogue with them on emerging ESG issues.

On behalf of the board, I want to continue to generate financial returns for you, our stockholders.

We look forward to sharing our progress and results with you at our Annual Meeting. Thankthank you for your continued supportinvestment and investmentconfidence in Clorox. We believe that Clorox is well-positioned to drive sustainable growth, build a stronger, more resilient company and create long-term value for all of our stakeholders, including our shareholders. We thank you for the opportunity to continue serving you and the company.

Sincerely,

Benno DorerMatthew J. Shattock
ChairmanIndependent Chair


THE CLOROX COMPANY - 2022 Proxy Statement

i

Table of Contents

Letter from Our Chief Executive Officer

Even in the face of a challenging macroeconomic environment, we made strong progress against our IGNITE strategy this past year, while staying true to our corporate purpose of championing people to be well and thrive every single day. As we look ahead, bolstered by our strong brands and lasting consumer trend tailwinds, we remain focused on delivering 3% to 5% long-term sales growth and positioning the company for long term success through a broad set of actions and key investments.

Some of the actions we are taking include:

●

Operating with discipline: We are focused on our commitment to rebuild margins, which we are implementing through pricing, a focus on operational excellence, and our hallmark cost savings program.

●

Delivering bigger, stickier innovation platforms: We have a robust innovation pipeline and introduced innovations across 28 categories in fiscal year 2022, setting us up well to drive growth for years to come.

●

Building purpose-driven, personalized brands: We have also been focused on our 2025 goal of knowing 100 million consumers and are 75% of the way to reaching our goal. This enables greater efficiencies and engagement and allows our brands to have the highly personalized and customized interactions that consumers expect.

●

Accelerating our digital transformation: We're upgrading our digital infrastructure and capabilities to better position us for the long term in supply chain, digital commerce, innovation and brand building, including transitioning to a new global Enterprise Resource Planning (ERP) system over the next five years, through a $500 million investment.

●

Reimagining how we work: We started implementing a streamlined operating model in the first quarter of fiscal year 2023 to further support our goals of driving both growth and productivity, by creating a simpler, faster company that puts the business even closer to our consumers and customers.

Our ESG goals are integrated into our business strategy and we are committed to helping build a more sustainable and inclusive world because we recognize the connection between ESG issues and our company's long-term performance.

●

Putting People at the Center: We continue to lead with a human-centric approach. Supporting people's well-being starts with our own teammates, who are critical enablers of Clorox's success. Over the past year, we continued to enhance our benefits and programs to support the physical, mental and financial well-being of our incredible Clorox team. We also maintained our strong safety standards with a recordable incident rate well below our target and the industry average.

●

Continuing Commitment to Inclusion, Diversity, Equity and Allyship: We recently expanded the scope of our inclusion and diversity strategy to highlight the importance of equity and allyship and formalize our work in these areas. In July, Clorox's first-ever Chief Diversity and Social Impact Officer joined the Clorox Executive Committee, and under her leadership, we will continue to drive systemic and lasting change to build an even more people-centered, purpose-driven culture.

●

Taking Climate Action: We also made further progress on our long-term environmental sustainability goals, which are an integral part of our IGNITE strategy. Building on our accomplishment of reaching 100% renewable electricity in the U.S. and Canada last year, we signed a second virtual power purchase agreement to underscore our commitment to renewable energy. We also set out our path to achieving net zero emissions by 2050 in our recently published climate action plan.

As the world around us continues to rapidly change, I am confident that we are taking the necessary actions to better position Clorox to navigate this uncertain macroeconomic environment, drive sustainable, profitable growth and deliver long-term value to all our stakeholders. I encourage you to read more about our results and our progress against our IGNITE strategy in our 2022 Integrated Annual Report. Thank you, fellow shareholders, for your continued support of our company.

Linda Rendle
Director and Chief Executive Officer

Dear Stockholders:

As Lead Director of Clorox, it is my honor to serve with our other independent directors as an independent voice representing you, the stockholders, to help ensure that the Company continues to be managed with integrity, strong corporate governance, and appropriate oversight of strategy and risks.

In fiscal year 2017, we were pleased to add three new directors, each of whom brings a unique and valuable perspective to the Board. Once again this year I participated in outreach meetings with our stockholders to engage in two-way dialogue and understand the issues that are most important to our investors. As a Board, we regularly discuss and consider investor feedback on a wide variety of governance, compensation, and other topics as we strive to be responsible stewards of the Company.

I am also committed to diversity. As Clorox seeks to develop its diverse workforce and to foster a culture that is inclusive of different perspectives, experiences, and backgrounds, I encourage and engage with our employees directly. Talent management is crucial to the business and we must continue building and retaining our pipeline of high-potential employees to continue to grow profitably, in a values-led manner, and for the long term.

On behalf of the independent directors, thank you for your confidence and your support.

Sincerely,

Pamela Thomas-Graham
Lead Director



THE CLOROX COMPANY - 2017 Proxy Statement      i

ii       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Notice of Annual Meeting of StockholdersShareholders

To be held on November 15, 2017

The 2017 Annual Meeting of Stockholders of The Clorox Company will be held at 8:Information
Date and Time
Wednesday, November 16, 2022
9:00 a.m. Eastern time on Wednesday, November 15, 2017,Pacific Time

Virtual Meeting URL
meetnow.global/MXNXWKW

Record Date
You can vote electronically at the Company’s Durham, NC, offices, 210 W. Pettigrew Street, Durham, NC 27701, for the following purposes:Annual Meeting if you were a shareholder of record on September 23, 2022.

Agenda

1.

To elect the twelve12 director nominees named in the proxy statement;

2.

To hold an advisory vote to approve executive compensation; and

3.To hold an advisory vote on the frequency of future advisory votes to approve executive compensation;
4.

To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm;

5.To approve the material terms of the performance goals under the Company’s 2005 Stock Incentive Plan;
6.To approve the Company’s equity award policy for non-employee directors; and
7.To consider and act upon one stockholder proposal, if properly presented at the Annual Meeting.firm.

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

Stockholders of record atHow to Vote
Internet
www.envisionreports.com/CLX

Telephone
Call toll-free 1-800-652-VOTE (8683) within the close of business on September 18, 2017, are entitled to vote atUSA, US territories and Canada.

Mail
Mark, sign and date your proxy card or voting instruction form and return it in the postage-paid envelope.

During the Annual Meeting and any adjournment
Visit meetnow.global/MXNXWKW. Log in using the 15-digit control number included on your Notice of Internet Availability of Proxy Materials on your printed proxy card, or postponement.on the instructions that accompanied your proxy materials to access the meeting.

Proof of share ownership as of the record date will be requiredHow to attendAttend the Annual Meeting.Meeting Please see
Visit meetnow.global/MXNXWKW. Log in using the “Attending15-digit control number included on your Notice of Internet Availability of Proxy Materials on your printed proxy card, or on the Annual Meeting” section ofinstructions that accompanied your proxy materials to access the proxy statementmeeting.



If you are a beneficial owner (you own shares through a broker, bank or other holder of record) and plan on attending, voting or asking questions at the Annual Meeting, you may need to pre-register with Computershare by 5:00 p.m. Eastern Time on November 11, 2022. Please see pg 88 of the Attending the Virtual Annual Meeting section for more information.

You may also vote online and examine our shareholder list during the Annual Meeting by following the instructions provided on the meeting website during the Annual Meeting.

On or about September 22, 2017,October 5, 2022, we began mailing a Notice of Internet Availability of Proxy Materials (the Notice) to our stockholdersshareholders informing them that our Proxy Statement, 2022 Integrated Annual Report—Report – Executive Summary, and voting instructions are available on the Internet as of the same date.Internet.

Your vote is very important. Whether or not you plan to attend the virtual Annual Meeting, we encourage you to vote and submit your proxy in advance of the meeting by one of the methods described on pages 83-84. 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.

Even if you plan to attend the virtual Annual Meeting,, we hope that you will read the proxy statement and vote your proxy by telephone, via theInternet,, or by signing, dating, and returning the proxy card in the envelope provided.

By Order of the Board of Directors,



Angela C. HiltIké Adeyemi
Vice President – Corporate Secretary &
& Associate General CounselCounsel

The Clorox Company
1221 Broadway
Oakland, California 94612

October 5, 2022

THE CLOROX COMPANY - 2022 Proxy Statement

iii

Table of Contents

September 22, 2017

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE CLOROX COMPANY 2022 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 16, 2022

Important Notice Regarding the Availability of Proxy Materials for The Clorox Company Stockholders Meeting to be Held on November 15, 2017: The Notice of Annual Meeting, Proxy Statement, and 2022 Integrated Annual Report – Executive Summary will be available at www.edocumentview.com/CLX.

Pursuant to rules adopted by the United States Securities and Exchange Commission (the SEC), we are furnishing proxy materials to our shareholders primarily over the Internet. We believe that this process expedites shareholders’ receipt of these materials, lowers the costs of our Annual Meeting and reduces the environmental impact of mailing printed copies.

Accordingly, on or about October 5, 2022, we began mailing the Notice to our shareholders informing them that our Proxy Statement, 2022 Integrated Annual Report – Executive Summary, and voting instructions are available on the Internet. The Notice also contains instructions on how to receive a paper copy of the proxy materials and a proxy card or voting instruction form. If you received the Notice by mail or our proxy materials by e-mail, you will not receive a printed copy of the proxy materials unless you request one. If you received paper copies of our proxy materials, you may also view these materials on our website at www.proxyvote.com.

ELECTRONIC DELIVERY OF PROXY MATERIALS
We encourage our shareholders to enroll in voluntary e-delivery of future proxy materials. We believe that this process expedites shareholders’ receipt of these materials, lowers the costs of our Annual Meeting Proxy Statement, and 2017 Integrated Annual Report—Executive Summary are available at www.edocumentview.com/CLX.

THE CLOROX COMPANY - 2017 Proxy Statement

Tablereduces the environmental impact of Contentsmailing printed copies.

YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES YOU OWNIf you are a Registered Shareholder (you own shares in your own name through our transfer agent, Computershare Trust Company, N.A.): visit www.computershare.comand log into your account to enroll.

If you are a Beneficial Owner (you own shares through a broker, bank or any other account): If you hold shares beneficially, please follow the instructions provided to you by your broker, bank, trustee or nominee.

If you have questions about how to vote your shares, or need additional assistance, please contact Innisfree M&A Incorporated, who is assisting us in the solicitation of proxies:


501 Madison Avenue, 20th Floor
New York, New York 10022

StockholdersShareholders may call toll-free at (877) 750-9499

Banks and brokers may call collect at (212) 750-5833

iv       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Table of Contents


Table of Contents
Proxy Summary     1
BOARD OF DIRECTORSVoting Matters and Voting Recommendations41
Proposal 1: Election of DirectorsOur Director Nominees41
Corporate Governance StrengthsBoard2
Executive Compensation Highlights3
Components of Directors’ RecommendationOur Compensation Program4
Our Company5
Snapshot5
Our Corporate Values and Purpose5
Our IGNITE Strategy and Integrated ESG Pillars6
Board of Directors8
Proposal 1: Election of Directors8
Our Director Nominees8
Shareholder Engagement21
Director Candidate Evaluation and Nomination22
Board Leadership Structure26
Annual Board and Director Evaluation Process27
Vote Required428
Organization of the Board of DirectorsBoard’s Recommendation1428
Evaluation of Director QualificationsCorporate Governance and ExperienceBoard Matters1429
Diversity14
Stockholder Recommendations and Nominations of Director Candidates15
Director Communications15
Director Compensation15
Stock Ownership Guidelines for Directors17
Corporate Governance18
Our Corporate Governance Philosophy18
Our Commitment to Corporate Responsibility18
Stockholder Engagement18
The Clorox Company Governance Guidelines1929
Board Oversight of Risk Management and Culture29
ESG Governance32
Board Meeting Attendance33
Director Independence1934
Board of Directors Leadership Structure19
Board Committees20
BoardRelated Person Transaction and Director Evaluation Process22
Board of Directors Meeting Attendance22
Executive Sessions22
Conflict of Interest and Related Person Transaction Policies and Procedures2334
Code of Conduct2335
Board of Directors’ Role in Risk Management OversightCommittees2435
Stock Ownership InformationDirector Compensation2537
Executive Officers40
Information about our Executive Officers40
Stock Ownership Information41
Beneficial Ownership of Voting Securities2541
Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports2642

THE CLOROX COMPANY - 2022 Proxy Statement

v

Table of Contents

Table of Contents

Executive Compensation43
EXECUTIVE COMPENSATION27
Proposal 2: Advisory Vote to Approve Executive Compensation27
Board of Directors’ Recommendation27
Vote Required27
Proposal 3: Advisory Vote on the Frequency of Future Advisory Votes to Approve
Executive Compensation28
Board of Directors’ Recommendation28
Vote Required28

Table of Contents

Compensation Discussion and Analysis29
Executive Summary29
How We Make Compensation Decisions31
Fiscal Year 2017 Compensation of Our Named Executive Officers33
What We Pay: Components of Our Compensation Program34
The Management Development and Compensation Committee Report43
Compensation Committee Interlocks and Insider ParticipationBoard’s Recommendation43
Compensation Discussion and Analysis TablesVote Required44
Compensation Discussion and Analysis45
Equity Compensation Plan Information5978
AUDIT COMMITTEE MATTERSAudit Committee Matters6079
Proposal 4:3: Ratification of Independent Registered Public Accounting Firm6079
Board of Directors’Board’s Recommendation6079
Vote Required6079
Audit Committee Report6180
Fees of the Independent Registered Public Accounting Firm6281
EQUITY PLANInformation About the Virtual Annual Meeting6382
Proposal 5: Approval of Material Terms of Performance Goals Under the
Company’s 2005 Stock Incentive Plan63
Board of Directors’ Recommendation66
Vote Required67
Proposal 6: Approval of Non-Employee Directors Equity Award Policy68
Board of Directors’ Recommendation68
Vote Required68
STOCKHOLDER PROPOSAL69
Proposal 7: Stockholder Proposal Regarding Proxy Access Amendment69
Board of Directors’ Statement in Opposition70
Board of Directors’ Recommendation71
Vote Required71
INFORMATION ABOUT THE ANNUAL MEETING72
Delivery of Proxy Materials7282
Voting Information7283
Form 10-K, Financial Statements, and Integrated AnnualReport— Report – Executive Summary7485
Solicitation of Proxies7485
StockholderShareholder Proposals and Director Nominations for the 20182023 Annual Meeting7586
Eliminating Duplicative Proxy Materials7587
Attending the Virtual Annual Meeting7788
Appendix A The Clorox Company2005 Stock Incentive PlanSubmitting Questions for the Virtual Annual MeetingA-189
Appendix BA: Management’s Discussion and Analysis of Financial Condition
and Results of Operations Audited Financial Statements, and
Other Selected Financial InformationA-1

B-1vi       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Proxy Summary

This summary highlights information contained elsewhere in this proxy statement and does not contain all of the information that you should consider. For more complete information, pleasePlease review the Company’sentire proxy statement before voting.


Proposals to be Voted onVoting Matters and Board Voting Recommendations


    More
information		Board’s voting
recommendation
PROPOSAL 1Election of DirectorsPage48FOR EACH NOMINEE
PROPOSAL 2Advisory Vote onto Approve Executive CompensationPage2743FOR
PROPOSAL 3Advisory Vote on Frequency of Future Advisory Votes onPage28ONE YEAR
Executive Compensation
PROPOSAL 4Ratification of Independent Registered Public Accounting FirmPage6079FOR
PROPOSAL 5Material Terms of Performance GoalsUnder 2005 Stock Incentive PlanPage63FOR
PROPOSAL 6Equity Award Policy for Non-Employee DirectorsPage68FOR
PROPOSAL 7Stockholder Proposal Regarding Proxy Access AmendmentPage69AGAINST

For more information on how to vote before and during the Annual Meeting, see Information About the Virtual Annual Meeting—Voting Information on pg 83 of this proxy statement.


Our Director Nominees

The following table provides summary information about each director nominee.nominee as of the date of the Annual Meeting.

Name     Age     Director
Since		     Principal Occupation     Independent     Committee
Memberships
Amy Banse582016Managing Director and Head of Funds,✓
●AC
Comcast Ventures
Richard H. Carmona672007Vice Chairman, Canyon Ranch✓
●NGCRC (Chair)
●MDCC
Benno Dorer532014Chairman and Chief Executive Officer, Clorox
Spencer C. Fleischer632015Managing Partner, FFL Partners, L.P.✓
●MDCC
Esther Lee582013Executive Vice President – Global Chief Marketing✓
●NGCRC
Officer, MetLife Inc.
A. D. David Mackay622016Former President and Chief Executive Officer,✓
●MDCC
Kellogg Company
Robert W. Matschullat691999Former Vice Chairman and Chief Financial Officer,✓
●NGCRC
The Seagram Company Ltd.
Jeffrey Noddle712013Former Chairman and Chief Executive Officer,✓
●AC
SuperValu, Inc.
●MDCC (Chair)
Pamela Thomas-Graham542005Former Chief Marketing and Talent Officer, Credit✓
●NGCRC
Lead DirectorSuisse Group AG
Carolyn M. Ticknor702005Former President, Imaging and Printing Systems✓
●AC (Chair)
group, Hewlett Packard Company
●NGCRC
Russell Weiner492017President, Domino’s USA✓
●AC
Christopher J. Williams592015Chairman and Chief Executive Officer, The✓
●AC
Williams Capital Group, L.P. and Williams Capital
Management, LLC

Name    Age    Director
Since		    Principal Occupation    Independent    Committee
Memberships
Amy L. Banse632016Venture Partner, Mastry, Inc.✓
●AC
Julia Denman512022Corporate Vice President and Head of Internal Audit, Enterprise Risk and Compliance, Microsoft Corporation✓
●AC
Spencer C. Fleischer692015Chairman, FFL Partners, L.P.✓
●MDCC (Chair)
Esther Lee632013Former Executive Vice President – Global Chief Marketing Officer, MetLife Inc.✓
●NGCRC (Chair)
A. D. David Mackay672016Former President and Chief Executive Officer, The Kellogg Company✓
●AC
●MDCC
Paul Parker592020Senior Vice President, Strategy and Corporate Development, Thermo Fisher Scientific Inc.✓
●AC
Stephanie Plaines552022Chief Financial Officer, J.C. Penney✓
●AC
Linda Rendle442020Chief Executive Officer, Clorox
Matthew J. Shattock602018Former Non-Executive Chairman, Beam Suntory Inc.✓
●NGCRC
Kathryn Tesija592020Former Executive Vice President and Chief Merchandising and Supply Chain Officer, Target Corporation✓
●MDCC
●NGCRC
Russell J. Weiner542017Chief Executive Officer, Domino’s Pizza, Inc.✓
●MDCC
Christopher J. Williams642015Chairman, Siebert, Williams, Shank & Co. LLC✓
●AC (Chair)
ACAudit Committee
NGCRCNominating, Governance and Corporate Responsibility Committee
MDCCManagement Development and Compensation Committee

THE CLOROX COMPANYContinues on next page - 2022 Proxy Statement►

1

Table of Contents

Proxy Summary

Corporate Governance Strengths

Board Structure and
Independence
✓All of our director nominees are independent, except for our CEO
✓Separate chair and CEO roles – with independent chair
✓100% independent board committee members
✓Independent chair can call special meetings of the independent directors and actively supervises meeting materials, agendas and schedules
Board Composition
✓Diverse board of directors (Board) with effective mix of skills, experiences, and perspectives
✓Diverse Board leadership on committees
✓Adopted formal Board diversity policy in fiscal year 2020
✓Active Board refreshment – average Board tenure is approximately 4.5 years (as of the Annual Meeting date)
✓Effective annual Board, Board committee, and individual director evaluation process – which will periodically incorporate a third-party facilitator starting in fiscal year 2023
✓Majority voting and director resignation policy in uncontested director elections
Board Oversight
✓Robust processes for overseeing key enterprise risks
✓Board receives regular updates on key ESG topics from management and internal and external experts and consultants
✓Strong Board and management succession planning process
Shareholder Rights
and Accountability
✓Annual election of all directors
✓Special meeting right for shareholders
✓Proxy access right for shareholders
✓Proactive shareholder engagement
Good Governance
Practices
✓Robust code of conduct applicable to directors, officers and employees and annual training and certification process
✓Rigorous stock ownership guidelines for directors and executives
✓Directors and officers prohibited from hedging our stock, and Section 16 insiders are prohibited from pledging our stock under our insider trading policy
✓Both our annual and long-term incentive plans include clawback provision
✓ESG achievements are a component of the holistic assessment of our executives’ performance in relation to compensation

2       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Proxy Summary

Executive Compensation Highlights

●

Clorox continued to experience unprecedented business disruption in fiscal year 2022. In fiscal year 2022, Clorox navigated through unprecedented inflationary pressures, supply chain challenges, and multiple COVID-19 waves. We implemented a broad set of actions within our control to address these issues; however, those actions couldn’t overcome the magnitude of the headwinds we faced.

●

Our incentive plan results reflect Company performance. Our significantly below-target payout on short-term incentives and below-target payout on long-term incentives align to the disappointing business outcomes in fiscal year 2022.

●

The Company multiplier for our short-term incentive for fiscal year 2022 was 50%. This result reflected declines in fiscal year 2022 for all three of our underlying metrics: net sales, net earnings attributable to Clorox, and gross margin. Although a material portion of the basis for the company multiplier was attributable to forces outside Clorox’s control, the Management Development and Compensation Committee chose not to apply its discretion to increase the company multiplier.

●

Performance share units from our long-term incentive awards vesting in 2022 paid out at 89%. The performance-based award vesting in fiscal year 2022 was based on economic profit (EP) growth during fiscal years 2020 through 2022, covering one breakout year with extremely high EP growth, one year of lower-than-expected EP growth, and one year of below-threshold EP growth.

●

The Management Development and Compensation Committee continues to evolve our program. As we look ahead to fiscal year 2023, anticipating continued volatility and unpredictability, we remain committed to our philosophy of pay for performance. In consideration of target performance goals for fiscal year 2023 being set below historic Clorox norms due to the challenging operating environment, we applied a payout ceiling equal to 75% of target for performance share units if a threshold adjusted EPS level is not attained over the three-year performance period. The committee will continue to evaluate incentive plan changes based on the evolution of our competitive market and Clorox’s long-term transformational business plan.

For more information, see the Compensation Discussion and Analysis section of this proxy statement.

THE CLOROX COMPANY- 20172022 Proxy Statement

13

Table of Contents


Corporate Governance Highlights

Our Corporate Governance Policies Reflect Best Practices

✓    11 of our 12 Director Nominees are Independent✓    Annual Election of All Directors
✓Majority Voting and Director Resignation Policy in Uncontested Director Elections✓Robust Annual Board, Committee, and Individual Director Evaluation Process
✓Strong Independent Lead Director with Ability toCall Special Meetings of the Board✓Standing Board Committees are 100% Independent
✓Diverse Board with Effective Mix of Skills,Experiences, and Perspectives✓5 New Directors Elected Since 2015 and Average Board Tenure of 5.8 Years
✓Proactive Stockholder Engagement✓Rigorous Stock Ownership Guidelines for Executives and Directors
✓Proxy Access Right for Stockholders Adopted in 2015✓Special Meeting Right for Stockholders
✓Robust Code of Conduct✓Regular Executive Sessions of Independent Directors


Business Performance and Executive Compensation Highlights

Fiscal Year 2017 Business Performance

Successes for the Company in fiscal year 2017 included:

●net sales growth of 4%, with total Company sales growth in every quarter of the fiscal year;
●achieving $112 million in cost savings, the Company’s 14th consecutive year of average cost savings in excess of $100 million;
●achieving increased volume of 6%, reflecting gains in all four of the Company’s reportable segments;
●increasing earnings from continuing operations to $703 million or $5.32 dilutedearnings per share (EPS), versus $648 million or $4.92 diluted EPS in the prior year;
●leveraging incremental demand-building investments, including product innovation to support category and market share growth;
●launching new products in numerous categories, including the Brita® Stream™ pitcher, Burt’s Bees® gloss lip crayon and Burt’s Bees® flavor crystals® lip balm, Clorox Scentiva® line of sprays and wipes, Clorox® Healthcare Fuzion™ cleaner disinfectant, Clorox® Total 360™ electrostatic disinfection system, Fresh Step® Extreme with the power of Febreze® Hawaiian Aloha™ litter and Fresh Step® Extreme with the power of Febreze® lightweight litter, Glad Kitchen Pro™ trash bags, Hidden Valley® Simply Ranch® dressing, and Kingsford® BBQ sauces and Kingsford® long-burning charcoal, among others;
●continuing to receive external recognition for our leadership in corporate responsibility and sustainability efforts; and
●

returning excess capital to stockholders through share repurchases, delivering $412 million in dividends to stockholders, and increasing the quarterly dividend by 5% in May 2017.

Fiscal Year 2017 Pay For Performance

Our fiscal year 2017 results and compensation decisions continue to illustrate that our pay-for-performance philosophy works as intended, with pay being driven by performance in the following ways:

●Fiscal Year 2017 Annual Incentive Payout. In alignment with our pay-for-performance philosophy, the annual incentive payout for each of our named executive officers was close to target due to the Company’s solid operational results compared to the targets established at the beginning of the 2017 fiscal year. The Company’s sales performance exceeded the targets for the fiscal year, while economic profit(EP) performance fell slightly below the target.
●Fiscal Year 2017 Long-Term Incentive Payout. Our three-year performance share results were well above the financial target for cumulativeEP and yielded a 150% payout. These awards were granted in September 2014, and payment was determined in August 2017, based on performance over the period commencing July 1, 2014, and ending June 30, 2017. Fiscal years 2015 and 2016 had especially strong results. The cumulative EP results for the three-year period thus resulted in the maximum payout for the Company’s performance shares.

In 2017, the Management Development and Compensation Committee undertook a detailed assessment of the Company’s overall compensation program for alignment to our business strategy, our stockholders’ interests, our pay-for-performance philosophy, and market practices. This review resulted in various changes to the annual and long-term incentive programs, which are effective beginningwith fiscal year 2018, as described in greater detailin the Compensation Discussion and Analysis section.


2       THE CLOROX COMPANY - 2017 Proxy Statement

Table of Contents

Proxy Summary

PROXY SUMMARY

What We Pay: Components of Our
Compensation Program

A substantial portion of our targeted executive compensation is at-risk variable compensation, with 86% oftarget total direct compensation for our Chief Executive Officer(CEO) and 70%executives is variable, with 88% of compensation at risk for allour CEO and 82% of compensation at risk on average for our other named executive officers being at-risk.

Compensation Mix - CEO(1)

 Fixed compensation = 14%
 Variable compensation = 86%

NEOs. Base salary is the only fixed compensation component as outlined in the following charts, which reflect target compensation for fiscal year 2017.of direct compensation.


Compensation Mix - Average of All Other NEOsComponent and RationaleCEO
Proportion(1)		NEO(2)
Proportion(1)		Performance
Measures		Performance
Period		Characteristics

 Base Salary
Fixed compensation = 30%
 Variable compensation = 70%pay to attract and retain talent, based on role, level of responsibilities, and individual performance.

●N/A
N/AFixed cash

Annual Incentives
Variable pay to incent and recognize performance in areas of short-term strategic importance.

●Annual net sales (50%)
●Net earnings (30%)
●Gross margin (20%)
●Individual performance goals

One Year

Performance-based cash

Long-Term Incentives
Equity-based pay to incent and recognize performance in areas of long-term strategic importance, promote retention and stability, and align executives with shareholders.

●Three-year annual economic profit growth rate
●Variation in underlying stock price due to overall business results
Three YearsPSUs, stock options, and RSUs


(1)Compensation mixProportion represents the actual base salary, target annual incentive award, and grant date fair market value of actual long-term incentivesincentive awards granted in fiscal year 2017.2022 (with PSUs measured at target). Percentages are rounded. Refer to the Summary Compensation Table on page44 of this proxy statement for further details on actual compensation.
(2)Represents the average of all NEOs active on June 30, 2022, other than the CEO.

Additional elements of our executive compensation program include retirement plans, post-termination compensation, and perquisites as appropriate to support our executive compensation philosophy.

For more information, see the Compensation Discussion and Analysis section of this proxy statement.

4       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Our Company

Snapshot

Clorox is a leading multinational manufacturer and marketer of consumer and professional products with fiscal year 2022 net sales of $7.1 billion and about 9,000 employees worldwide as of June 30, 2022. About 80% of the Company’s sales are generated from brands that hold the No. 1 or No. 2 market share positions in their categories, and our products are in nine out of 10 U.S. homes.

FY22
Snapshot:

$7.1 Billion
Net Sales

83%

U.S.

26+
Countries

~9000
Employees

17%

Rest of World

Sales by Segment

●37% Health & Wellness
●18% Lifestyle
●17% International
●28% Household

Our Corporate Values and Purpose

Clorox is led by our purpose to champion people to be well and thrive every single day, and we believe our purpose helps drive long-term value for our stakeholders. At the heart of our business success is a resolve to do this work while operating ethically, putting people at the center of our decision-making and always maintaining a competitive edge, which are encapsulated in our corporate values.

Do the Right ThingPut People at the CenterPlay to Win

Regardless of the external forces impacting our business, our corporate purpose and values guide our decision-making and are foundational in our relationship with our stakeholders, especially our shareholders.

THE CLOROX COMPANY - 2022 Proxy Statement

5

Table of Contents

Our Company

Our IGNITE Strategy and Integrated ESG Pillars

Launched in 2019, Clorox’s integrated IGNITE strategy—the long-term strategic plan that guides our business—includes both financial goals, as well as ESG goals that are organized into three pillars—Healthy Lives, Clean World, and Thriving Communities. Underpinning our three ESG pillars is our strong governance. See the ESG Governance section of this proxy statement for information regarding our ESG governance structure and recent enhancements.

HEALTHY
LIVES

Improving people’s health
and well-being

CLEAN
WORLD

Taking climate action and
reducing plastic and other waste

THRIVING
COMMUNITIES

Investing in our people
and communities to contribute
to a more equitable world

Strong Governance

This past year brought ongoing challenges and volatility, but we continued to live our corporate purpose and values and to execute on our IGNITE strategy, including our ESG goals – as demonstrated by the highlights below from the past fiscal year. For more information about our ESG pillars and recent highlights, we invite you to read our Integrated Annual Report which is available on our website at investors.thecloroxcompany.com/investors/financial-information/annual-reports/.

Healthy Lives FY22 Highlights

Improving people’s health and well-being

●

Brita announced an expanded partnership program with municipalities across the U.S. with lead in their drinking water, to provide immediate water filtration solutions while these municipalities repair their water infrastructure and seek longer-term solutions for public access to safe water.

●

The Company was named U.S. Environmental Protection Agency Safer Choice Partner of the Year 2021 for outstanding achievement in the manufacturing of products with safer ingredients.

●

We also continued to support our employees’ well-being by introducing a new benefit providing paid time off to care for the physical and mental health of our employees and their dependents.

Best Pay PracticesClean World FY22 Highlights

What We HaveTaking climate action and reducing plastic and other waste

✓

An executive compensation program designed to further the Company’s strategy and mitigate inappropriate risk;

✓

Different performance horizons for the goals within our annual and long-term incentive plans;

✓

Use of economic profit as a rigorous incentive metric;

✓Stringent stock ownership and retention guidelines for all of our executives;
✓A prohibition on speculative transactions involving the Company’s stock, including hedging and pledging;
✓Stock options that vest over a four-year period and have an exercise price equal tothe fair market value of our Common Stock on the date of grant;
✓Clawback provisions in both our annual and long-term incentive plans;
✓Double-trigger change in control provisions for all equity awards;
✓Reasonable cash severance provisions to support talent retention and attraction objectives, promote orderly succession planning, and avoid individual negotiation with exiting executives, thus eliminating the need for individual employment agreements;
✓

Modest perquisites supported by sound business rationale;

✓●

Annual reviewWe achieved our target of reducing our executive compensation programabsolute scopes 1 and 2 emissions by the Management Development and Compensation Committee, which yielded changes to the annual and long-term incentive programs to be effective in50% against our 2020 fiscal yearbaseline. 2018; and

✓●

UseWe recently unveiled a climate action plan with a roadmap to achieve our 2050 net zero goal and interim milestones in achieving our science-based targets, including our goal of an independent compensation consultant who does not provide any additional consultinga 25% reduction in our absolute scope 3 emissions from purchased goods and services and use of sold products by 2030 (as compared to our 2020 baseline).


6       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Our Company

●

We signed our second virtual power purchase agreement to purchase renewable electricity beginning in calendar year 2023, reinforcing our long-term commitment to 100% renewable electricity in our operations and to help expand new renewable energy infrastructure in the Company.U.S.

Thriving Communities FY22 Highlights

What We Don’t HaveInvesting in our people and communities to contribute to a more equitable world

Clorox remains committed to increasing diversity within our Board, management and workforce, consistent with the Company’s values and policies, as well as investor and other stakeholder expectations.

∅●

Employment contractsOur Board in fiscal year 2022 was comprised of 46% women and 31% people of color (compared to 27% and 18%, respectively, for any executives;Fortune 500 companies in 2020).

∅●

Stock option re-pricing without stockholder approval;We recently expanded the scope of our I&D strategy (from I&D to Inclusion, Diversity, Equity and Allyship – IDEA), to acknowledge the importance of equity and allyship in the culture we expect and to formalize our efforts in these areas.

∅●

PaymentWe welcomed our first-ever Chief Diversity and Social Impact Officer who is part of dividends or dividend equivalents on unvested or unearned performance shares;the Executive Committee and reports directly into the CEO, which, we believe, creates appropriate accountability and oversight given the importance of IDEA to our IGNITE strategy and goal of being a people-centered, purpose-driven company where every member of the Clorox team is actively creating an inclusive culture.

∅●

Tax gross-ups for any employee, including executive officers.The Clorox Company Foundation launched the Healthy Parks Project, a new initiative to advance environmental justice through investment in community parks to help provide better access to green spaces in underserved communities.


THE CLOROX COMPANY - 2017

THE CLOROX COMPANY - 2022 Proxy Statement3

7

Table of Contents

Board of Directors

Proposal 1:
Election of Directors

At the Annual Meeting, twelve people will be elected as members of the Boardof Directors to serve until the 2018 Annual Meeting of Stockholders, and until their respective successors are duly elected and qualified. The Board, upon the recommendation of the Nominating, Governance and Corporate Responsibility Committee (NGCRC), has nominated the twelve12 people listed below for election at the Annual Meeting to serve until the 2023 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified. All of the director nominees currently serve on the Board.

As part of our ongoing, proactive efforts to implement effective corporate governance practices, the NGCRC examines the overall composition of the Board on an annual basis (or more frequently, if needed) to assess the skills and characteristics that are currently represented on the Board, as well as voting results in recent director elections, legislative and regulatory developments, corporate governance trends, and the skills and characteristics that the Board may find valuable in the future in light of the Company’s strategic and anticipated business needs.

Dr. Richard Carmona, who has served on the Board since 2007, is not being re-nominated for re-election in accordance with the Board’s retirement age policy and, therefore, will be retiring from the Board as of the date of the Annual Meeting.

Unless otherwise directed, the persons named in the proxy as proxyholders intend to vote all proxies FOR the election of the nominees, as listed below. If, at the time of the Annual Meeting, any nominee is unable or declines to serve as a director, the discretionary authority provided in the enclosed proxy will be exercised to vote for a substitute candidate designated by the Board, unless the Board chooses to reduce its own size. The Board has no reason to believe that any of the nominees will be unable or will decline to serve if elected. Proxies cannot be voted for more than 12 persons since that is the total number of nominees.

Our Director Nominees

We invite you to read about our director nominees below. Our director nominees represent diverse perspectives and experiences. Each of the director nominees for director has agreed to be named in this proxy statement and to serve as a director, if elected. Each nominee is currently serving as a director of the Company. Russell Weiner was appointed to the Board during calendar year 2017 and is being nominated for election by the stockholders for the first time. Mr. Weiner was recommended to the Nominating, Governance and Corporate Responsibility Committee by a director recruitment firm retained by the Committee to identify potential director candidates.



Board of Directors’ Recommendation

The Board unanimously recommends a vote FOR each of the Board’s twelve nominees for director listed below. The Board believes that each of the nominees listed below is highly qualified and has the background, skills, experience, and attributes that qualify each of the nominees to serve as a director of the Company (see each nominee’s biographical information and theEvaluation of Director Qualifications andExperience section below for more information). The recommendation of the Board is based on its carefully considered judgment that the background, skills, experience, and attributes of the nominees make them the best candidates to serve on our Board.

Certain information with respect to each nominee appears on the following pages, including age, period served as a director, position (if any) with the Company, business experience, directorships of other publicly owned corporations, including other such directorships held during the past five years (if any), and other relevant experience and qualifications, including service on certain non-profit or non-public company boards, that contributed to the conclusion that each director is qualified to serve as a director of the Company.


Vote Required

Majority Voting for Directors. 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). Under the Company’s Bylaws, any director who fails to be elected by a majority of the votes cast in an uncontested election must tender his or her resignation to the Board. The Nominating, Governance and Corporate Responsibility Committee would then make a recommendation to the Board whether to accept or reject the resignation, or whether other action should be taken. The Board would act on the Nominating, Governance and Corporate Responsibility Committee’s recommendation and publicly disclose its decision and

the rationale behind it within 90 days from the date the election results are certified. A director who tenders his or her resignation would not participate in the Board’s decision.

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.


4       THE CLOROX COMPANY - 2017 Proxy Statement

Table of Contents

Board of Directors

Message from Rich Carmona, Chair of the Nominating, Governance and Corporate Responsibility Committee


Dear Stockholders:

Our Nominating, Governance and Corporate Responsibility Committee, along with the full Board, is focused on having the right people in the board room for the Company and its stockholders. We regularly assess our Board composition for strong, independent leadership, skills and expertise tailored to our Company’s business strategy and needs, a mix of tenures so we have fresh perspectives as well as deep knowledge of the Company, and diverse voices and backgrounds to inform our decisions. You’ll see this independence and balanced mix in the biographies of our director nominees below.

We believe that regularly reviewingour directors should satisfy a number of qualifications, including demonstrated integrity, a record of personal accomplishments, a commitment to participation in board activities, and refreshingother attributes discussed below in the skill setsDirector Candidate Evaluation and perspectives onNomination section. We also endeavor to have a board that represents a range of qualifications, skills, and depth of experience in areas that are relevant to and contribute to the Board is important. When we think about refreshing the Board, we consider the changing environment and industry in which the Company operates, both now and several years down the road. We use our individual, committee, and Board evaluations to identify specific needs and desired attributes for director candidates. These conversations and considerations led us to expand the sizeBoard’s oversight of the Board by oneseatCompany’s activities. Each director biography includes the key experiences and add three new directorsqualifications the director nominee brings to the Board that we believe are important to our businesses and structure. The Board considered these key experiences and qualifications in fiscal year 2017: Amy Banse, who brings media and technology expertise and a unique venture capital perspective; Dave Mackay, whose consumer goods background and global and operational experience are directly relevantdetermining to the Company’s operations; and Russell Weiner, who has a track record ofinnovation and bringing digital technology to consumer goods companies.

As we continuously review and refine our processes and evaluate the Board’s leadership and structure, we remain committed and accountable to you, our stockholders.

Sincerely,


Rich Carmona
Chair, Nominating, Governance and Corporate Responsibility Committeerecommend that they be nominated for election.

Continues on next page8       ►

THE CLOROX COMPANY- 20172022 Proxy Statement

5

Table of Contents

Proposal 1: Election of Directors


Amy L. Banse
Age: 63

Independent Director Since
Since: 2016

Committees:
Audit

   Name, Principal Occupation,

Skills and Other Information

Qualifications

Amy L. Banse’s experience in starting, investing in and building businesses provides her with deep strategic and financial expertise, and her executive leadership roles contribute to her management and operational knowledge. Banse’s deep expertise in media and technology also enables her to contribute valuable insights into digital media and online business.

2016Experience Highlights

Amy BanseMastry, Inc.

Ms. Banse has served as Managing Director and Head of Funds of Comcast Ventures, the, an early-stage venture capital arm of firm

●Venture Partner (March 2021 to present)

Comcast Corporation (a, a global media and technology company) since August 2011. From 2005company

●Senior adviser to 2011, Ms. Banse was Senior Vice President,the executive committee (September 2020 to December 2021)
●Executive vice president, Comcast Corporation (January 2020 to September 2020)
●Managing director and head of funds, Comcast Ventures LLC (August 2011 to September 2020)
○Under her leadership, Comcast Ventures grew the size and diversity of its portfolio, making it one of the country’s most active corporate venture arms.
●President, Comcast Interactive Media, a division of Comcast responsible for developing online strategy and operating the company’s digital properties including Fandango, Xfinity. com, and Xfinitytv.com. Since joining Comcast
●Served in 1991, Ms. Banse has held various positions, at the company, including content development, programming investments and overseeing the development and acquisition of Comcast’s cable network portfolio. portfolio

Earlier in her career, Ms. Banse was an associate at Drinker, Biddle & Reath LLP.

Other Public Company Boards:Boards

●Ms. Banse serves as a director of Adobe, Systems, Inc. (May 2012 to present).
●Lennar Corporation (February 2021 to present)
●On Holding AG (September 2021 to present)

Nonprofit/Other Boards

●Domestika Inc.
●Quantifind, Inc.

THE CLOROX COMPANY - 2022 Proxy Statement

9

Table of Contents

Proposal 1: Election of Directors

Julia Denman
Age: 51

Independent Non-Profit/Other Boards:Director
Since: 2022

Committees:
Audit

Ms. Banse serves on the boards of a number of Comcast Ventures’ portfolio companies, including QuantifindSkills and TuneIn,Qualifications

Julia (Charter) Denman’s operational and on the board of Tipping Point Community.risk management leadership,

Director Qualifications:
Ms. Banse’s expertise as well as her experience in media and technology enablesexecuting transformation strategies enable her to contribute valuable insights into digital media and online business. Her experience in investing in, starting, and building businesses provides her with deep strategic and financial understanding, and her previous executive leadership roles contribute to her management and operational knowledge. Age: 58.

2007

Richard H. Carmona, M.D., M.P.H., F.A.C.S.

Dr. Carmona has been Vice Chairman of Canyon Ranch (a life-enhancement company) since October 2006. He also serves as Chief Executive Officer of the Canyon Ranch Health Division and President of the non-profit Canyon Ranch Institute. He is the first Distinguished Professor of Public Health at the Mel and Enid Zuckerman College of Public Health at the University of Arizona. Prior to joining Canyon Ranch, Dr. Carmona served as the 17th Surgeon General of the United States from 2002 through 2006, achieving the rank of Vice Admiral. Previously, he was Chairman of the State of Arizona Southern Regional Emergency Medical System, a professor of surgery, public health, and family and community medicine at the University of Arizona, and surgeon and deputy sheriff of the Pima County, Arizona, Sheriff’s Department. Dr. Carmona served in the United States Army and the Army’s Special Forces.

Other Public Company Boards:
Dr. Carmona serves as a director of Axon Enterprise, Inc. (formerly Taser International, March 2007 to present) and Herbalife Ltd. (October 2013 to present).

Non-Profit/Other Boards:
Dr. Carmona serves on the boards of Nuvox Pharma and Ross University.

Director Qualifications:
Dr. Carmona’s experience as the Surgeon General of the United States and extensive background in public health provide him with a valuable perspective on healththe Company’s growth strategy and wellness matters,capital allocation framework, as well as insight into regulatory organizations and institutions, which are important to the Company’s business strategy. In addition, his executive leadership experience, including with a global lifestyle enhancement company, provides him with international experience and enables him to make valuable contributions to the Company’s international growth strategies. Dr. Carmona’s experience in the United States ArmyBoard’s oversight of risk and in academiacompliance. She also strengthens the Board’s collective qualifications, skills,brings deep financial and experience. Age: 67.

6       THE CLOROX COMPANY- 2017 Proxy Statement

Table of Contents

Board of Directors

Director SinceName, Principal Occupation, and Other Information

2014

Benno Dorer

 

Mr. Dorer hasaccounting expertise, having served as Chief Executive Officer(CEO)divisional chief financial officer of the Company since November 2014 and was appointed Chairman of the Board in August 2016. Prior to becoming CEO, Mr. Dorer was Executive Vice President and Chief Operating Officer – Cleaning, International and Corporate Strategy since January 2013, with responsibility for the Laundry, Home Care, and International businessesa publicly traded company, as well as Corporate Strategy and Growth. He previously served as Senior Vice President – Cleaning Division and Canada from March 2011 through December 2012, Senior Vice President – Cleaning Division from 2009 to 2011, and Vice President & General Manager – Cleaning Division from 2007 to 2009. Mr. Dorer joined Clorox in 2005 as Vice President & General Manager – Glad® Products. Prior to that role, he worked for The Procter & Gamble Company for 14 years, leading the marketing organization for the Glad® Products joint venture since its inception and holding marketing positions across a range of categories and countries.

Other Public Company Boards:
Mr. Dorer serves as a director of VF Corporation.

Non-Profit/Other Boards:
Mr. Dorer serves on the executive committee of the board of GMA (Grocery Manufacturers Association) and the executive committee of the board of the Bay Area Council. He previously served on the executive committee of the board of directors of the American Cleaning Institute and the board of directors of the Chabot Space & Science Center Foundation in Oakland, California.

Director Qualifications:
Mr. Dorer’s leadership experience and his in-depthhighly relevant knowledge of the consumer packaged goods industry,industry.

Experience Highlights

Microsoft Corporation, a global technology company

●Corporate vice president and head of internal audit, enterprise risk and compliance (December 2019 to present)
○Leading a team that provides independent and objective assessments of the Company’s businesses,company’s business strategies and his leadership in developing the Company’s 2020 Strategy enable himoperations, oversight of its governance and strategy for global risk management and compliance and leading investigations related to provide valuable contributions with respect to strategy, growth,business conduct
●Corporate vice president and long-range plans. Additionally, his extensive international background provides him with a broad perspective on international customerchief financial officer of worldwide marketing and consumer dynamicsbusiness (August 2016 to November 2019)
●Corporate vice president and chief financial officer of devices business strategy. Age: 53.

The Procter & Gamble Company, a global consumer goods company

●Various leadership roles, including assistant treasurer and divisional finance director
○During her 20-year tenure, oversaw the most strategic and central elements of treasury, including capital markets, cash management and risk management; developed product and marketing innovation strategies and cost savings initiatives, resulting in higher profits; and led the turnaround of a $3 billion division

201510       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Proposal 1: Election of Directors

Spencer C.
Fleischer
Age: 69

Independent Director
Since: 2015

Committees:
MDCC (Chair)

Skills and Qualifications

 

Mr. Fleischer is Managing Partner of FFL Partners, L.P. (FFL) (a private equity firm), where he has served in various roles since co-founding FFL in 1997. Before co-founding FFL, Mr. Fleischer spent 19 years with Morgan Stanley & Company as an investment banker and manager. At Morgan Stanley & Company, he was a member of the worldwide Investment Banking Operating Committee and also held roles including head of investment banking in Asia and head of corporate finance for Europe.

Other Public Company Boards:
Mr. Fleischer was previously a director of Banner Corporation (October 2015 to December 2016).

Non-Profit/Other Boards:
Mr. Fleischer is a director of Levi Strauss & Co., Strategic Investment Management, LLC, and Eyemart Express Holdings LLC. He previously served on the board of WiltonRe Holdings Limited.

Director Qualifications:
Mr.Spencer Fleischer brings to the Board more than 3540 years of financial and operational expertise as well as deep international experience. His significant experience in both private equity and investment banking enables him to contribute valuable insights into strategic planning,to the Company on strategy, mergers and acquisitions and operating expertise to the Company.operations. His leadership role at FFL Partners, L.P. also allows him to provide significant experience in compensation matters. Age: 63.

Experience Highlights

FFL Partners, L.P., a private equity firm

●Chairman (March 2021 to present)
●Managing Partner (April 1998 to March 2021)

Morgan Stanley & Company, an investment management and financial services company

●Various leadership roles, including head of investment banking in Asia, head of corporate finance for Europe, and member of worldwide investment banking operating committee

Other Public Company Boards

●Levi Strauss & Co. (July 2013 to present)
●Banner Corporation (October 2015 to December 2016)

Nonprofit/Other Boards

●Americans for Oxford, Inc.

Continues on next page►

THE CLOROX COMPANY- 20172022 Proxy Statement

711

Table of Contents

Proposal 1: Election of Directors

Director SinceName, Principal Occupation, and Other Information

2013

Esther Lee
Age: 63

Independent Director
Since: 2013

Committees:
NGCRC (Chair)

Skills and Qualifications

 

Ms. Lee has served as Executive Vice President – Global Chief Marketing Officer at MetLife Inc. (an insurance, annuities, and employee benefits company) since January 2015. Previously, Ms. Lee served as Senior Vice President – Brand Marketing, Advertising and Sponsorships forAT&T from 2009 to December 2014. From 2007 to 2008 she served as CEO of North America and President of Global Brands for Euro RSCG Worldwide. Prior to that, she served for five years as Global Chief Creative Officer for The Coca-Cola Company. Earlier in her career, as co-founder of DiNoto Lee advertising firm, Ms. Lee worked with several consumer packaged goods companies, including The Procter & Gamble Company, Unilever, and Nestle.

Non-Profit/Other Boards:
Ms. Lee serves on the boards of the MetLife Foundation and the Ad Council.

Director Qualifications:
Ms.Esther Lee brings to the Company significant executive and brand-buildingmarketing expertise. Her currentmarketing expertise has been focused on developing customer strategies to drive growth, driving customer-centric innovation and priorbusiness transformation, and building solutions in consumer engagement. As a senior executive, leadership roles enable her to provide valuable contributions with respect to creativityshe has helped shape business strategy and vision for long-term growth. In addition, Ms. Lee brings to the Company significant experience in the areas of marketing and digital media. Her prior experience with global brand marketing, advertising, media, and sponsorship, as well as developing operating models, in these areas,define and drive company purpose and corporate culture, and build high-performing teams. Her significant executive and marketing expertise enable her to provide valuable contributions to the Company’s business strategies. Age: 58.

2016Experience Highlights

A. D. David MackayMetLife Inc.

 

Mr. Mackay served as President, an insurance, annuities and employee benefits company

●Executive vice president – global chief marketing officer (January 2015 to June 2021)

AT&T Corporation, a global telecommunications company

●Senior vice president – brand marketing, advertising and sponsorships

Euro RSCG Worldwide, a French advertising agency

●Chief Executive Officerexecutive officer of KelloggNorth America and president of global brands

The Coca Cola Company (a food manufacturing company) from 2006 until his retirement, a global beverage company

●Global chief creative officer

Earlier in 2011. From 2003 to 2006, he served as the company’s President and Chief Operating Officer. Prior to that, Mr. Mackay held a number of otherher career, Lee worked in several leadership positions at Kellogg,in the advertising industry, including roles at Kellogg Australia, United Kingdom,as co-founder of DiNoto Lee, where she worked with several consumer packaged goods companies, including Procter & Gamble, Unilever and Republic of Ireland. He also previously served as Managing Director of Sara Lee Corporation in Australia and held various positions at Mars, Inc.Nestle.

Other Public Company Boards:Boards

●Mr. Mackay is a director of Fortune Brands Home and Security Inc. (September 2011Pearson plc (February 2022 to present). Mr.

12       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Proposal 1: Election of Directors

A.D. David
Mackay previously served as a director of Keurig Green Mountain, Inc. (December 2012 to March 2016), Beam, Inc. (October 2011 to April 2014), Fortune Brands, Inc. (January 2006 to October 2011),
Age: 67

Independent Director
Since: 2016

Committees:
Audit
MDCC

Skills and Kellogg Company (February 2005 to January 2011).Qualifications

Non-Profit/Other Boards:
Mr. Mackay serves on the board of FSHD Global Research Foundation Ltd. He previously served on the boards of McGrath Ltd. and Woolworths Ltd., which are Australia-based companies.

Director Qualifications:
Mr.David Mackay brings significant strategic leadership and operational experience to the Board. His extensive consumer products background and his international experience allow him to contribute valuable insights regarding the Company’s industry, operations and international businesses. In addition, his previous leadership roles provide him with expertise in executive compensation and succession planning matters. Age: 62.

8       THE CLOROX COMPANY- 2017 Proxy Statement

Table of Contents

Board of Directors

Director SinceName, Principal Occupation, and Other Information

1999Experience Highlights

Robert W. MatschullatThe Kellogg Company, a food and manufacturing company

  
●President and chief executive officer (December 2006 to January 2011)
●President and chief operating officer (September 2003 to December 2006)
●Executive vice president (November 2000 to September 2003)
●Senior vice president and President of Kellogg USA (July 2000 to November 2000)
●Served in various leadership positions, including at Kellogg Australia and Kellogg United Kingdom and Republic of Ireland

Mr. Matschullat served as independent leadSara Lee Corporation, a food and manufacturing company

●Managing director, of the Board from November 2012 until July 2015. He was interim Chairman and interim Chief Executive Officer of the Company from March 2006 through October 2006, served as presiding director of the Board from January 2005 through March 2006, and served as Chairman of the Board from January 2004 through January 2005. Previously, he was the Vice Chairman and Chief Financial Officer of The Seagram Company Ltd. (a globalAustralia

Mars, Incorporated, a multinational confections company with entertainment and beverage operations). Prior to joining The Seagram Company Ltd., Mr. Matschullat served as head of worldwide investment banking for Morgan Stanley & Co. Incorporated, and was on the Morgan Stanley Group board of directors.

●Various positions

Other Public Company Boards:Boards

●Mr. Matschullat is a director of The Walt Disney Company,Fortune Brands Home and Security, Inc. (September 2011 to present)
●Keurig Green Mountain, Inc. (December 20022012 to present)March 2016)

,Nonprofit/Other Boards and is Chairman of the Board of Visa, Inc. (April 2013 to present), having served as a director of Visa, Inc.

,● since October 2007.FSHD Global Research Foundation Ltd.

●Director Qualifications:Facio Therapies
●Mr. Matschullat brings to the Company a wealth of public company leadership experience at the board and executive levels. Mr. Matschullat’s executive leadership experience includes service as the chief financial officer of a major global company and as the division head of a major financial institution, providing him with expertise in business and financial matters as well as broad international experience. In addition, Mr. Matschullat has an extensive understanding of the Company’s business, having served more than 15 years on the Board, including in the leadership roles of independent lead director, non-executive Chairman, and presiding director of the Board. Mr. Matschullat also served as the Company’s interim Chief Executive Officer. These experiences have provided him with a long-term perspective, as well as valuable management, governance, and leadership experience. Age: 69.Tropic Sport LLC


Continues on next page►

THE CLOROX COMPANY- 20172022 Proxy Statement

913

Table of Contents

Proposal 1: Election of Directors

Paul Parker
Age: 59

Independent Director Since
Since: 2020

Committees:
Audit

Name, Principal Occupation, and Other Information

2013

Jeffrey NoddleSkills and Qualifications

   

Mr. Noddle was the Executive Chairman of SuperValu, Inc. (SuperValu) (a food retailer Paul Parker brings deep strategic expertise and provider of distribution and logistical support services) from 2009 until his retirement in 2010. He served as SuperValu’s Chairman and Chief Executive Officer from 2002financial experience to 2009. During his career with SuperValu, which commenced in 1976, Mr. Noddle held a number of other leadership positions, including President and Chief Operating Officer, Vice President – Merchandising, and President of SuperValu’s Fargo and former Miami divisions.

Other Public Company Boards:
Mr. Noddle is Chairman of the Board of Donaldson Company, Inc. (April 2016 to present), having servedbased on 35 years working in the banking and finance industries, as well as his experience leading strategy, corporate development and sustainability efforts for a director of Donaldson Company, Inc. since November 2000. He is a director of Ameriprise Financial, Inc. (September 2005 to present). Mr. Noddle previously served on the board of SuperValu, Inc. (May 2002 to June 2010).

Non-Profit/Other Boards:
Mr. Noddle previously served on the boards of the University of Minnesota Carlson School of Management, The Food Industry Center at the University of Minnesota,major multinational public company. His extensive experience in investment banking and the Greater Twin Cities United Way. Mr. Noddle was also a member of the executive committee of the Minnesota Business Partnershipexpertise in mergers and past chairman of the board of The Food Marketing Institute.

Director Qualifications:
Mr. Noddle’s prior leadership rolesacquisitions enable him to provide valuable operational and supply chainimportant insights as well as strategic leadership and human resources guidance to the Company. His over 30-year career with SuperValu provides him with valuable perspectiveCompany on the Company’s retail environment, as well as experience in the areasstrategy and growth.

Experience Highlights

Thermo Fisher Scientific Inc., a global supplier of scientific instrumentation, clinical trials and pharmaceutical development and manufacturing services

●Senior vice president, strategy and corporate development (April 2020 to present)
○Responsible for corporate strategy, mergers and acquisitions, including integration planningmanagement, corporate social responsibility and execution, stockholdergovernment relations

Goldman Sachs & Co., an investment bank and communications,financial services company

●Co-chairman of global mergers and acquisitions group (August 2014 to March 2020)
○Served on the firm’s partnership committee and investment banking senior leadership council

Barclays PLC, an investment bank and financial services company

●Chairman and head of global mergers and acquisitions, member of executive committee for investment banking division and Americas management committee
●Head of global corporate governance issues,finance

Lehman Brothers Holdings Inc., an investment bank and financial services company

●Chairman and head of global mergers and acquisitions
●Head of U.S. mergers and acquisitions and member of executive succession planning, and director recruitment. Mr. Noddle’s expertise in leading one of the largest grocery retail companies in the United States and his extensive knowledge of the Company’s customers and consumers enable him to make valuable contributions to the Company. Age: 71.committee for investment banking division

10       THE CLOROX COMPANY- 2017

14       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

BoardProposal 1: Election of Directors

Stephanie
Plaines
Age: 55

Independent Director Since
Since: 2022

Committees:
Audit

Name, Principal Occupation, and Other Information

2005

Pamela Thomas-GrahamSkills and Qualifications

 

Ms. Thomas-Graham servedStephanie Plaines brings extensive financial and accounting expertise gained from over 30 years of financial experience, including as Chair, New Markets,chief financial officer of Credit Suisse Group AG (a globala publicly traded company. Her executive leadership experience across a wide variety of consumer, e-commerce and financial services company) from October 2015companies also enables her to June 2016.contribute unique insights to Clorox on strategy and growth. She served as also has experience with transformation agendas and leveraging consumer and data insights to drive growth, which provides valuable perspective for the Company’s brand-building, marketing and digital transformation efforts.

Experience Highlights

J. C. Penney, a department store chain

●Chief Marketingfinancial officer (August 2022 to present)

Jones Lang LaSalle Inc., a global real estate services company

●Chief financial officer (March 2019 to November 2020)

Starbucks Corporation, a global chain of coffee houses

●Chief financial officer of U.S. retail division (April 2017 to December 2018)

Walmart, Inc. and Talent Officer, Sam’s Club, a chain of department stores and retail warehouse clubs

●Chief financial officer of e-commerce business

Koninklijke Ahold N.V., a retail and wholesale company

●Chief financial officer of Stop & Shop division
●Vice president of finance – business planning and performance for Ahold USA
●Vice president of group treasury for Ahold Delhaize

Catalina Marketing, a media company

●Head of Private Banking & Wealth Management New Markets,international finance

PepsiCo, Inc., a global beverage company

●Worked in global planning and member of the Executive Board, of Credit Suisse from January 2010 to October 2015. From 2008 to 2009, she served as a managing directoranalysis for Tropicana business and in the private equity groupcorporate development

Plaines started her career in investment banking and mergers and acquisitions at Angelo, Gordon & Co. From 2005 to 2007, Ms. Thomas-Graham held the position of Group President at Liz Claiborne, Inc. She served as Chairman, President, and Chief Executive Officer of CNBC from 2001 to 2005. Previously, Ms. Thomas-Graham served as an Executive Vice President of NBC and as President and Chief Executive Officer of CNBC.com. Prior to joining NBC, Ms. Thomas-Graham was a partner at McKinsey & Company.UBS.

Other Public Company Boards:Boards

●KKR Acquisition Holdings I Corp. (January 2022 to present)
●Nielsen Holdings plc (April 2021 to present).

THE CLOROX COMPANY - 2022 Proxy Statement

15

Table of Contents

Proposal 1: Election of Directors

Linda Rendle
Ms. Thomas-Graham previously served as a director of Idenix Pharmaceuticals, Inc. (June 2005 to January 2010).Age: 44

Director Since: 2020

Skills and Qualifications

Non-Profit/Other Boards:
Ms. Thomas-Graham serves onLinda Rendle’s long tenure at the boardCompany and deep understanding of the New York Philharmonic,consumer packaged goods industry, the Parsons School of Design,Company’s businesses and her instrumental role in developing the Education Committee of the Museum of Modern Art in New York City. She is a member of the Business Council of the Metropolitan Museum of Art in New York City. Additionally, she previously served on the Visiting Committee of Harvard Business School and on the board of the Harvard Alumni Association.

Director Qualifications:
Ms. Thomas-Graham brings to the Company significant executive expertise, including as a former CEO. Her current and prior executive leadership rolesCompany’s IGNITE strategy enable her to provide valuable contributions with respect to management, operations,strategy, growth and long-range plans. In addition, Ms. Thomas-GrahamAdditionally, her tenure and leadership across many of the Company’s business units provides her with a diverse perspective on global sales, product innovation and business strategy.

Experience Highlights

The Clorox Company

●Chief executive officer (September 2020 to present)
●President (May 2020 to September 2020)
●Executive vice president – Cleaning, international, strategy and operations (July 2019 to May 2020)
●Executive vice president – strategy and operations (January 2019 to July 2019)
●Executive vice president – Cleaning, Professional Products and strategy (June 2018 to January 2019)
●Senior vice president and general manager – Cleaning and Professional Products (April 2017 to May 2018)
●Senior vice president and general manager – Cleaning (August 2016 to April 2017)
●Vice president and general manager – Home Care
●Vice president of sales – Cleaning
●Various positions in sales planning and supply chain

Earlier in her career, Rendle worked for Procter & Gamble, where she held several positions in sales management.

Other Public Company Boards

●Visa Inc. (November 2020 to present)

Nonprofit/Other Boards

●Vice chair of The Consumer Brands Association

16       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Proposal 1: Election of Directors

Matthew J.
Shattock
Independent Chair
Age: 60

Independent Director
Since: 2018

Committees:
NGCRC

Skills and Qualifications

Matthew J. Shattock brings to the Company significant operational and executive leadership experience in the areaconsumer packaged goods industry to the Board. His current and prior leadership roles, including overseeing the successful growth, integration and strategic transformation of branding. Her prior experiencea global spirits company as a management consultant also enables herCEO, enable him to provide valuable contributionsinsights to the Company’s business strategiesbusiness. Shattock has a strong track record of driving growth through innovation, brand communication and mergers and acquisitions activities. Additionally, her leadership experience in banking and private equity provides her with financial and accounting expertise, enabling her to contribute to the oversightoperational excellence.

Experience Highlights

Beam Suntory Inc., a global premium spirits company

●Non-executive chairman of the Company. Age: 54.board (April 2019 to December 2020)
●Chairman and chief executive officer (April 2014 to April 2019)
●President and chief executive officer, Beam, Inc. (October 2011 to April 2014)
●President and chief executive officer, Beam Global Spirits and Wine, Inc. (March 2009 to October 2011)

During his tenure, Shattock led the company’s successful growth strategy transformation and subsequent integration of the Beam and Suntory spirits businesses following Beam’s acquisition by Suntory in 2014.

Cadbury plc, an international confectionary manufacturer

●Regional president, where he led its businesses first in The Americas and then in the Europe, Middle East and Africa region

Unilever plc, an international manufacturer of food, home care and personal care products

●Chief operating officer, Unilever Best Foods North America
●Various leadership roles

Other Public Company Boards

●VF Corporation (February 2013 to present)
●Chairman of Domino’s Pizza Group plc (UK) (March 2020 to present).

Nonprofit/Other Boards

●Cooler Screens Inc.
●Tropicale Foods Inc.
●Reliefband Technologies LLC
●Kendra Scott Design, Inc.
●The Boys and Girls Club of Lake County, Illinois

Continues on next page►

THE CLOROX COMPANY- 20172022 Proxy Statement

1117

Table of Contents

Proposal 1: Election of Directors

Kathryn Tesija
Age: 59

Independent Director Since
Since: 2020

Committees:
MDCC
NGCRC

Name, Principal Occupation, and Other Information

2005

Carolyn M. TicknorSkills and Qualifications

 

Ms. Ticknor was President of the ImagingKathryn Tesija brings to Clorox large-scale global merchandising and Printing Systems group of the Hewlett Packard Company (a global IT company) from 1999 until her retirement in 2001. Previously, she servedsupply chain experience as Presidentwell as operational and General Manager of the Hewlett Packard Company’s LaserJet Solutions.

Other Public Company Boards:
Ms. Ticknor previously servedstrategic planning expertise. Her tenure as a director of OfficeMax Incorporated (formerly Boise Cascade Corporation) (February 2000retail industry executive allows her to April 2006).

Non-Profit/Other Boards:
Ms. Ticknor is currently a director of The Center for the Advancement of Scienceprovide insights into customer and consumer behavior. This experience, together with her expertise in Space (CASIS). She previously served as a director of Lucile Packard Children’s Hospital, a private non-profit organization at the Stanford University Medical Center.

Director Qualifications:
Ms. Ticknor’s prior executive leadership roles enabledigital, innovation and marketing, allows her to provide valuable contributions with respect to management, operations, strategy, growth, and long-range plans. Her prior leadership at a global IT company enables her to provide valuable contributions with respect toperspective on the Company’s international operations, strategies,strategic priorities to innovate brand and growth plans. She also bringsshopping experiences.

Experience Highlights

Target Corporation, a department store chain

●Strategic advisor (July 2015 to the Company significant expertise in the areas of innovationMarch 2016)
●Executive vice president and chief merchandising and supply chain management. Ms. Ticknor’s service as aofficer (October 2012 to July 2015)
●Oversaw all functions of product design and development, sourcing, merchandising, presentation, inventory management, operations, and global supply chain for Target.com and nearly 1,800 retail stores.
●Executive vice president, merchandising (May 2008 to September 2012)
●Numerous positions of responsibility, including director of Lucile Packard Children’s Hospital at Stanford University Medical Center enhances her understanding of healthmerchandise planning and wellness issues, as well as the Company’s focus on community involvement. Age: 70.senior vice president, merchandising

Other Public Company Boards

●Woolworths Group Limited (May 2016 to present)
●Verizon Communications (December 2012 to May 2020)

201718       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Proposal 1: Election of Directors

Russell J.
Weiner
Age: 54

Independent Director
Since: 2017

Committees:
MDCC

Russell WeinerSkills and Qualifications

 

Russell Weiner is President of Domino’s USA (a restaurant chain), a role he assumed in September 2014. Before assuming this position, he served as the company’s Executive Vice President, Chief Marketing Officer, starting in 2008. Prior to joining Domino’s, he was Vice Presidentof Marketing, Colas at Pepsi-Cola North America from 2005 to 2008. During his tenure at Pepsi-Cola North America, which commenced in 1998, Mr. Weiner held a number of leadership roles in marketing and brand management.

Director Qualifications:
Mr.J. Weiner’s experience in digital innovation enables him to help the Company maintain its leadership position in digital technology within the consumer packaged goods industry. In addition, his executive leadership experience in the food and consumer packaged goods industries enables him to contribute his deep knowledge of brand building, marketing, operations and consumer insights. Age: 49.His experience in digital innovation allows him to offer valuable contributions to the Company as it transforms data into insights to build personalized brands and enhance consumer shopping experiences.

Experience Highlights

Domino’s Pizza, Inc., a restaurant chain

●Chief executive officer (May 2022 to present)
●President of Domino’s U.S. (July 2020 to April 2022)
●Chief operating officer (July 2018 to April 2022)
●President of the Americas (July 2018 to June 2020)
●President of Domino’s USA (September 2014 to June 2018)
●Executive vice president, chief marketing officer

PepsiCo, Inc., a global beverage company

●Vice president of marketing, Colas at Pepsi-Cola North America
●Various leadership roles in marketing and brand management

12       THE CLOROX COMPANY- 2017

THE CLOROX COMPANY - 2022 Proxy Statement

19

Table of Contents

BoardProposal 1: Election of Directors

Director SinceName, Principal Occupation, and Other Information

2015

Christopher J.
Williams
Age: 64

Independent Director
Since: 2015

Committees:
Audit (Chair)

Skills and Qualifications

 

Mr. Williams has served as the Chairman and Chief Executive Officer of The Williams Capital Group, L.P. and Williams Capital Management, LLC (Williams Capital) (an investment banking and financial services firm) since the company’s formation in 1994. Prior to founding Williams Capital, Mr. Williams managed the derivatives and structured finance division of Jefferies & Company. He previously worked at Lehman Brothers, where his roles included managing groups in the corporate debt capital markets and derivatives structuring and trading.

Other Public Company Boards:
Mr. Williams is a director of Caesars Entertainment Corporation (April 2008 to present) and Ameriprise Financial, Inc. (September 2016 to present). He previously served on the board of Wal-Mart Stores Inc. (June 2004 to June 2014).

Non-Profit/Other Boards:
Mr. Williams serves on theboards of Cox Enterprises Inc., Lincoln Center for the Performing Arts, and The Partnership for New York City. Mr. Williams is also Chairman of the Board of Overseers at the Tuck School of Business at Dartmouth.

Director Qualifications:
Mr.Christopher Williams brings a wealth of financial, accounting, and strategic knowledgeexpertise to the Board with his years of experience in investment banking and finance, and as the former chair of the audit committee of a Fortune 100 company. He also contributes important executive management and leadership experience as the chairman and chief executive officer of an investment management firm. As a current and former director of several public and private companies, he brings a valuable perspective for the Company’s strategy and operations as well as extensive customer insights. Age: 59.

Experience Highlights

Siebert, Williams, Shank & Co., LLC, an investment banking and financial services company, formed from the merger of The Williams Capital Group, L.P. and Williams Capital Management, LLC, with Siebert Cisneros Shank

●Chairman (November 2019 to present)

The Williams Capital Group, L.P. and Williams Capital Management, LLC, an investment banking and financial services firm

●Chairman and chief executive officer (1994 to 2019)

Jeffries & Company, an investment bank

●Managed derivatives and structured finance division

Lehman Brothers Holdings Inc., an investment bank and financial services company

●Managed groups in corporate debt capital markets and derivatives structuring and trading

Other Public Company Boards

●Ameriprise Financial, Inc. (September 2016 to present)
●Union Pacific Corporation (November 2019 to present)
●Caesars Entertainment Corporation (April 2008 to March 2019)
●Wal-Mart Stores Inc. (June 2004 to June 2014).

Nonprofit/Other Boards:

●Cox Enterprises Inc.
●Lincoln Center for the Performing Arts

20       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Proposal 1: Election of Directors

Shareholder Engagement

We maintain active, year-round engagement with our shareholders. We aim to engage with shareholders representing at least one-third of our total shares outstanding, on an annual basis.

Who meets with shareholdersHow we interact with shareholders
●Corporate Secretary and ESG team
●Investor Relations team
●NGCRC chair
●Independent chair
●Management, including CEO
●In-person or virtual meetings
●Investor conferences
●Annual shareholder meeting
●Shareholder proposals
●Written correspondence with investors throughout the year

These interactions enable two-way dialogue between our shareholders and the Company and provide a forum for our Board members and leadership to listen to our shareholders’ perspectives, answer any questions and engage in dialogue on any feedback they may have. These engagements also inform and improve our disclosures, decision-making and commitments. The Board also considers shareholder feedback from these meetings in its deliberations and decision-making.

The table below sets forth recent changes we made after considering shareholder feedback, along with market standards and emerging best practices, in conjunction with our strategic and business priorities.

Executive compensationDiversity disclosures

Updated executive compensation clawback policy

Allows for recoupment of incentive compensation granted to current and former executive officers if the executive engages in conduct that is materially detrimental to Clorox, or in the event of a financial restatement.

Expanded the factors considered in executive compensation award determinations

For fiscal year 2022 and onwards, certain ESG-related goals from our IGNITE scorecard will be factored into the MDCC’s evaluation of each executive’s performance for their annual incentive awards.

Expanded our disclosures regarding diversity and inclusion

Our EEO-1 information is available on the Company’s website at thecloroxcompany.com/company/inclusion-diversity/.

We also further enhanced our disclosures by including representation data by Clorox job category starting in our 2021 Integrated Annual Report.

Third-party board and director evaluator

ESG Data Hub

Starting this fiscal year 2023, we plan to utilize a third-party facilitator periodically for our board and director evaluations in line with best practice, in order to add external perspective and insight to our evaluation process.

In response to shareholder feedback, this year, we launched the ESG Data Hub which will provide a centralized, more user-friendly information source to our stakeholders. The ESG Data Hub can be found at https://clorox.metrio.net/.


THE CLOROX COMPANY- 20172022 Proxy Statement

1321

Table of Contents

Proposal 1: Election of Directors

Climate action
Organization

We recently unveiled our climate action plan with a roadmap to achieving our science-based targets (SBTs) and net-zero commitments by 2050.

In September 2021, we announced our SBTs as part of our climate strategy, which will put the Board of DirectorsCompany on a path to net zero emissions across scopes 1, 2 and 3 by 2050.

EvaluationShareholder Recommendations and Nominations of Director QualificationsCandidates

Shareholders may recommend possible director candidates by sending the candidate’s biographical and Experiencebusiness experience information (similar to that required to be disclosed under applicable SEC rules and regulations) to The Clorox Company, c/o Corporate Secretary, 1221 Broadway, Oakland, CA 94612-1888. The NGCRC evaluates all candidates for the Board in the same manner, including those recommended by shareholders.

In addition, The Clorox Company Amended and Restated Bylaws (the Bylaws) permit a shareholder or group of up to 20 shareholders who have owned at least 3% of the outstanding shares of the Company’s common stock for at least three years to submit director nominees (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. Notice of the nomination must be timely, and the shareholder and the nominee must satisfy the requirements specified in the 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 2023 Annual Meeting section of this proxy statement.

Director Communications

Shareholders and interested parties may direct communications to individual directors, including the independent chair, to a Board committee, to the independent directors as a group, or to the Board as a whole, by addressing the communications to the appropriate party and sending them to The Clorox Company, c/o Corporate Secretary, 1221 Broadway, Oakland, CA 94612-1888. The Corporate Secretary will review these communications and will forward any communications that they determine bears substantively on the business, management, or governance of the Company.

Director Candidate Evaluation and Nomination

The Nominating, GovernanceNGCRC engages in continuous Board succession planning and Corporate Responsibility Committee worksevaluation 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 screensalso screening and recommendsrecommending 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 uponon criteria established by the Nominating, Governance and Corporate Responsibility CommitteeNGCRC in light of the Company’s long-term strategy, the skills and backgroundsexperience currently represented on the Board, legislative and regulatory developments, corporate governance trends, and any specific needs identified in the Committee’sNGCRC’s evaluation of Board composition.

22       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Proposal 1: Election of Directors

Criteria include:

✓Broad-based leadership and relevant business skills and experiences
✓Prominence and reputation in their professions
✓Global business and social perspective
✓Ability to effectively represent the long-term interests of our shareholders and other stakeholders
✓Ability to devote sufficient time to the Company’s affairs
✓Personal integrity and judgment
✓Diversity of thought, background and experience

The Board’s approach to refreshment is robust, combining experience and continuity with fresh perspectives. The Board strongly believes that its composition should include broad-based leadershiplonger-tenured directors who have institutional memory and business skillshave worked with different CEOs and management teams, middle-tenured directors, and newer directors.

The NGCRC focuses on achieving the right balance of director experience, prominencediversity and reputationtenure in their professions, global businessevaluating new director candidates and social perspective, ability to effectively representcurrent directors for nomination. Further, the long-term interests ofour stockholders, and personal integrity and judgment. TheNGCRC carefully considers the ability of incumbent directors to continue to contribute to the Board is also considered in connection withand the renominatingCompany’s evolving needs, as part of the renomination process.

The Governance Guidelines also provide that non-management directors whose personal circumstances change in a manner that affects their ability to contribute to the Company, including a change in their principal position, primary job responsibilities, or personal circumstances, must offer their resignation for the Board’s consideration, to ensure that current directors are still qualified and have the capacity to perform their duties as a director, in light of other commitments.

The Board also adopted a Board Diversity Policy during fiscal year 2020, which requires the NGCRC and any search firm they utilize to include diverse candidates who meet the Board membership criteria set forth in the Company’s Corporate Governance Guidelines (Governance Guidelines) in any director candidate pool. See Board Diversity Policy below for more information.

Director Skills & Experience

The following graphic summarizes the experience and skills among others,composition of the Board, with additional information in our director biographies in the Our Director Nominees section of this proxy statement. These attributes have been specifically identified by the Nominating, Governance and Corporate Responsibility CommitteeNGCRC as being important in creating a diverse and well-rounded Board:Board.

●

Significant Current or Prior Leadership Experience (such as serviceBRAND-BUILDING/MARKETING EXPERIENCE

Contributes important perspectives on fueling growth, one of the core strategic choices of our IGNITE strategy.

INTERNATIONAL EXPERIENCE

Supports key strategic decision-making in a significant leadership role, including as a chief executive officer, or other executive officer or senior leadership position):This enables a directorinternational markets, and helps us market and sell to contribute to the Company’s management expertise, operations, strategy, growth, and long-range plans.

●

Leadership Experience on Public Company, Private Company, Non-Profit, or Other Boards:This preparesa director to take an active leadership role in oversight and governance.our diverse consumer base.

●

Knowledge of the Company’s Business, the Consumer Packaged Goods Industry, or Other Complementary Industry:CPG/RELEVANT INDUSTRY KNOWLEDGEThis helpsadirector provide

Provides guidance on the Company’s strategy and position in our industry.industry, in addition to providing market insights.

OPERATIONAL EXPERIENCE

Contributes insight into strategy, operations and market insights that can help deliver cost savings and fuel growth


THE CLOROX COMPANY - 2022 Proxy Statement

23

Table of Contents

Proposal 1: Election of Directors

CYBERSECURITY/IT KNOWLEDGE

Supports effective oversight and guidance of our cyber and data privacy risk management programs.

REGULATORY/SCIENTIFIC/R&D EXPERIENCE

Provides insight into navigating regulatory environments both in the U.S. and globally, especially in health and wellness and other relevant regulated sectors

●

ExperienceESG EXPERIENCE

Provides insights and perspective in Emerging Technology, Innovationexecuting against our ESG priorities, while also mitigating risks and creating value for all stakeholders.

RETAIL/CUSTOMER EXPERIENCE

Provides insight into navigating regulatory environments both in the U.S. and globally, especially in health and wellness and other relevant regulated sectors

INNOVATION/DIGITAL KNOWLEDGE

Contributes perspectives on the disruptive forces in our industry (including digital, social media, e-commerce) and e-commerce), Brand Building, or Other Relevant Areas:This supports the Company’sdevelopment and execution of our business strategy, innovation, marketingincluding with respect to consumers,innovation

RISK MANAGEMENT EXPERIENCE

Supports the Board in oversight of the various risks facing the Company, including implementation of mechanisms and business operations.policies to mitigate and manage those risks.

●

Relevant Retail or Customer Experience:This allows a director to provide insights on customer relations and results with the Company’s customer and consumer base.

●

Significant MergersPRODUCT/SUPPLY CHAIN EXPERIENCE

Provides insights into these critical areas in helping us continue to successfully develop and Acquisitions or Strategy Experience:This enables a directormanufacture products to providesatisfy consumer demand and preferences.

SIGNIFICANT M&A/FINANCIAL/ ACCOUNTING EXPERTISE

Provides perspective on the Company’smerger and acquisitions, partnership, and adjacency strategies.

●

International Experience:This supports the Company’s global business strategy.

●

Financial and Accounting Expertise:This contributes strategic transactions; ability to analysis and oversight ofoversee the Company’s financial position, financial statements,reporting and results of operations.compliance.

●

HUMAN CAPITAL/CULTURE EXPERIENCE

Provides valuable perspective in talent acquisition, development and retention and fostering a corporate culture that reflects our values and encourages IDEA.

Director Continuing Education and New Director Orientation

To enhance and expand on the key skills and experiences relevant to the Company’s industry, we provide our directors with continuing education and presentations developed by both internal and external expert speakers. In addition to the regular ESG updates it reviews at each meeting, the NGCRC led a deep-dive session with the full Board on multiple ESG topics presented by management, our external advisers and ESG consultants. Topics included the evolving nature of stakeholder capitalism and interests from our multiple stakeholder groups, emerging proxy voting trends, Clorox’s approach to its ESG materiality assessment and how that informs its strategic priorities and reporting, among other areas.

24       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Proposal 1: Election of Directors

Additionally, we encourage our directors to participate in external continuing director education programs. New directors also participate in comprehensive orientation sessions that provide them with a thorough understanding of their fiduciary duties as well as a robust overview of the Company’s business and strategies, which allows new directors to begin making contributions to the Board at the start of their service.

Diverse Backgrounds & Experiences

Our director nominees represent diverse perspectives and experiences, and we regularly assess our Board to ensure that we have a mix of tenures balancing fresh perspectives with institutional memory of longer-tenured directors who have seen issues arise over time and have worked with different CEOs and management teams.

Average Director Tenure

4.5 Years

3 Directors6 Directors3 Directors
0-2 years3-6 years7+ years

*

Regulatory Experience (including experience inAs of the health and wellness sector):Annual MeetingThis supports the Company’s portfolio and provides insights on navigating the regulatory environment, including in health and wellness.

In addition, under the Company’s Corporate Governance Guidelines(Governance Guidelines), non-management directors whose primary job responsibilities change must offer their resignation for the Board’s consideration.



Diversity

As highlighted in our Governance Guidelines, the Board values diversity and recognizes the importance of having unique and complementary backgrounds and perspectives in the board room.boardroom. The Board endeavorsalso actively seeks refreshment of the Board with directors who can provide diverse perspectives and add unique value through skills highly relevant to bring together diverse skills, professional experience, perspectives, age, race, ethnicity, gender, and cultural backgrounds that reflect the Company’s consumer and investor base, and to guide the Company in a way that reflects the best interestsour corporate strategy.

The Company and the Board both have a long-standing commitment to inclusion and diversity -increasing representation across the company and fostering an inclusive environment where everyone can be their true self and do their best work—which, we believe, 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 the following attributes that reflect the Company’s diverse stakeholders.


●Diverse skills and perspectives
●Professional experience
●Age
●Race
●Ethnicity
●Gender
●Sexual identity and orientation
●Cultural backgrounds

of allof our stockholders. The Nominating, Governance and Corporate Responsibility CommitteeNGCRC assesses the effectiveness of these efforts by examining the overall composition of the Board, assessing how individual director candidates, including incumbent directors, can contribute to the overall success of the Board, and reviewing individual, committee, and Board evaluation results.

Clorox’s commitment to inclusion and diversity also forms a key part of our IGNITE strategy. As of June 30, 2022, people of color represent 42% of our employees and 32% of our managers in the US, and women represent 36% of our employees and 47% of our 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 enable us to be nimble, creative, and step up to meet challenges.


14       THE CLOROX COMPANY - 2017

THE CLOROX COMPANY - 2022 Proxy Statement

25

Table of Contents

OrganizationProposal 1: Election of Directors

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 helps drive the Board’s commitment to actively seek out diverse director candidates. This policy requires that women and people of color who meet the Board membership criteria set forth in our Governance Guidelines are included in director candidate pools. The policy recognizes that in considering director candidates for the Board, the NGCRC considers many forms of diversity and considers whether the diversity of the Board is appropriately reflective of the diversity of the Company’s stakeholders.

The Board believes this policy supports the Company’s commitment to inclusion and diversity and its ability to adapt to ever-changing business and policy environments.

Board Leadership Structure

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. As part of our ongoing, proactive efforts to implement effective corporate governance practices, the NGCRC regularly reviews the leadership structure of the Board, taking into account the Company and its needs, legislative and regulatory developments, and corporate governance trends, among other things. Accordingly, over the years, the Board has had a variety of leadership structures.

Independent Chair

Independent Committee Chairs

Matthew J. Shattock

Esther Lee

NGCRC Chair

Christopher J. Williams

Audit Committee Chair

Spencer C. Fleischer

MDCC Chair

Currently, we have separate board chair and CEO roles, which we believe aids in the Board’s oversight of management, supported by strong independent committee chairs. Matthew Shattock has served as independent chair since February 2021 and 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.

Responsibilities of the independent chair

●

Presides at all meetings of the Board and all executive sessions of independent directors;

●

Has the authority to call additional meetings of the independent directors;

●

Reviews and approves Board meeting materials and advises the CEO and other members of management accordingly;

●

Reviews and approves meeting agendas and schedules to ensure sufficient time for discussion of all agenda items;


26       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Proposal 1: Election of Directors

●

Available for consultation and direct communication with major shareholders, if requested; and

●

Monitors and evaluates the CEO’s performance, along with the members of the MDCC and the other independent directors.

While the independent chair facilitates the Board’s oversight of management, promotes communication between management and our Board, and leads our Board’s consideration of key governance matters, Linda Rendle, as our CEO, is responsible for developing and overseeing the Company’s business strategy, as well as managing the day-to-day operations of the Company and the Company’s relationships with stakeholders.

The Board believes that this structure promotes effective governance and that the leadership structure described above is in the best interests of the Company and its shareholders, in light of current circumstances.

Annual Board and Director Evaluation Process

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. In fiscal year 2023, the evaluation will utilize a third-party facilitator in line with best practices to gain additional external perspective and insight.

Each director
considers self-
and board assessment
questions and any
peer feedback.

The NGCRC
chair (or a third-
party facilitator,
periodically) meets
with each director
to discuss their
feedback.

The NGCRC Chair
(or third-party
facilitator, in
conjunction with
the NGCRC Chair)
summarizes
the results and
any related
recommendations.

The Board reviews
and discusses the
findings and any
recommendations.

In these discussions, directors have the opportunity to provide feedback on a number of issues designed to assess Board performance and effectiveness, including Board composition, structure, adequacy of information received, appropriate oversight, and accountability, as well as provide peer feedback.

Each Board committee also conducts a separate self-evaluation that is designed to assess committee performance and effectiveness.

THE CLOROX COMPANY - 2022 Proxy Statement

27

Table of Contents

Proposal 1: Election of Directors

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

Board meeting format and materials

●Adjusting the Board meeting format to facilitate continued deep engagement on key strategic areas
●Revising the format and focus of Board materials

Board and committee engagement

●Increased engagement of committees in certain topics to facilitate deeper engagement, with periodic reporting to the full Board
●Providing additional Company and industry updates to the Board between board meetings to increase connectivity to the Company

Board meeting agenda items

●Adding regular cyber and data security updates to each quarterly Audit Committee meeting agenda, starting a few years ago
●Providing additional updates on key strategic topics, including the Company’s digital transformation and portfolio review
●Adding new topics or devoting more time to particular topics of interest
●Incorporating external speakers when helpful and appropriate

Stockholder RecommendationsVote Required

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 Nominationsvoting 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 individuals 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.

Under the Company’s Bylaws, any director who fails to be elected by a majority of the votes cast in an uncontested election must tender their resignation to the Board. The NGCRC would then make a recommendation to the Board as to whether to accept or reject the resignation, or whether other action should be taken. The Board would act on the NGCRC’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date the election results are certified. A director who tenders their resignation would not participate in the Board’s decision.

Board’s Recommendation

The Board unanimously recommends a vote FOR each of the Board’s 12 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 Director CandidatesNomination and Evaluation section above for more information. The Board’s recommendation is based on its carefully considered judgment that the background, skills, experience, and attributes of the nominees make them the best candidates to serve on the Board.

28       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Corporate Governance and Board Matters

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 Nominating, Governance Guidelines can be found in the Corporate Governance section on the Company’s website at thecloroxcompany.com/company/corporate-governance/governance-guidelines/, and Corporate Responsibility Committee considers recommendationsare available in print to any shareholder who requests them from many sources, including stockholders, regarding possible candidates for director. Such recommendations, together with biographical and business experience information (similar to that required to be disclosed under applicableSecurities and Exchange Commission (SEC) rules and regulations) regarding the candidate, should be submitted to The Clorox Company, c/o Corporate Secretary, 1221 Broadway, Oakland, CA 94612-1888. The Nominating, Governance

Board Oversight of Risk Management and Corporate Responsibility Committee evaluates all candidatesCulture

While the Company’s management is responsible for the day-to-day risk management process, the Board inhas ultimate responsibility for the same manner, including those suggested by stockholders.

In addition, our Bylaws permit a stockholder or group of up to 20 stockholders who have owned at least 3%oversight of the Company’s Common Stockrisk management, shaping effective corporate governance, and setting the right tone for integrity, ethics and culture, for the benefit of the Company’s stakeholders, including shareholders, employees, and customers. This is in line with the Company’s purpose of championing people to be well and thrive every single day. The Board exercises direct oversight of strategic risks to the Company and the risk management process to ensure that it is properly designed, well-functioning and consistent with our overall corporate strategy, and also delegates certain risk areas to each of the Board committees.

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 and have oversight over these delegated areas during its regular reports to the full Board to facilitate proper risk oversight by the full Board.

Audit Committee

●Integrity of the financial statements
●Accounting and financial reporting matters and controls, including the independent and internal auditors
●Risk management policies, compliance relating to accounting and financial reporting matters
●Data privacy, cybersecurity and IT risks

NGCRC

●Corporate governance practices, director nominations, and Board, committee, director and peer evaluations
●Supports the Board in reviewing, monitoring and engaging with management on climate change and environmental policies, programs, goals and progress
●ESG program, including corporate citizenship, charitable giving, political participation, issue advocacy and lobbying
●Shareholder engagement
●Compliance and ethics program

MDCC

●Management development, retention and succession planning processes below the CEO level
●Individual performance, including ESG achievements, and compensation for executive officers and various benefit plans for the Company as a whole
●The Company’s diversity, equity and inclusion initiatives, programs and key metrics

THE CLOROX COMPANY - 2022 Proxy Statement

29

Table of Contents

Corporate Governance and Board Matters

Oversight of Key Risks

Culture

To aid its responsibility for oversight of the Company’s corporate culture, the Board receives information through a number of channels, including:

●

updates from the chief people officer and the chief diversity and social impact officer on data and metrics from periodic pulse surveys and IDEA updates,

●

our annual employee engagement survey which gauges employee perception of the Company as a place to work as well as their sense of inclusion,

●

the activities of our employee resource groups,

●

Company and industry updates between board meetings,

●

updates from the chief legal officer on any significant compliance, discrimination and harassment complaints.

As part of their oversight, the Board also provides guidance to management regarding significant cultural challenges facing the Company and also evaluates management’s efforts to align corporate culture with the Company’s values and strategy.

Executive Compensation

The MDCC periodically reviews the Company’s compensation policies and programs to ensure our compensation design offers performance incentives to employees and executives, while mitigating excessive risk-taking. The overall executive compensation program contains various provisions to mitigate against excessive risk-taking, including:

●

Balancing cash compensation under the Company’s Annual Incentive Plan (AIP) and equity compensation;

●

Capping the payouts under our incentive plans, which protect against executives taking short-term actions to maximize bonuses that are not supportive of long-term objectives;

●

Using weighted financial metrics under the Annual Incentive Plan intended to discourage revenue generation at the expense of profitability and profitable growth, and vice-versa;

●

Using different financial metrics under our Annual Incentive Plan and long-term performance shares;

●

Including clawback provisions that allow the recapture of compensation paid to current and former executives, including in the event of a restatement of the Company’s financial statements or if the individual engages in conduct materially detrimental to the Company, which serve as a deterrent to inappropriate risk-taking activities; and

●

Implementing and enforcing stock ownership guidelines that require executive officers to accumulate meaningful levels of equity ownership in the Company, which align executives’ short-and long-term interests with those of the Company’s shareholders.

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.

30       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Corporate Governance and Board Matters

Enterprise Risk Management

The Company has instituted a robust, comprehensive enterprise risk management program, which involves Board oversight, and an Enterprise Risk Management Steering Committee (ERM Committee), which consists of a cross-functional team of senior leaders and key executives. The ERM Committee oversees the annual key risk identification process, which identifies the top risks that the Company faces with respect to its business, operations, strategy, and other factors, including cybersecurity and climate-related risks, as well as key mitigation strategies and risk owners. Our management discusses identified risks and risk mitigation and management efforts with the Board on an annual basis, at minimum, and typically in connection with the Board’s annual strategy meeting.

Reporting Protocol and Crisis Management

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. This reporting protocol is a key component of the Board’s oversight of the Company’s crisis management program.

Cybersecurity Risk Management and Preparedness

The Company’s cyber preparedness team is led by our chief information and enterprise analytics officer and overseen by our information security officer. Some components of our cybersecurity risk management program:

●Leverages various frameworks from the National Institute of Standards and Technology (NIST) for managing cybersecurity risks.
●Seeks to employ cybersecurity best practices, including implementing new technologies to proactively monitor new vulnerabilities and reduce risk, enhancing governance, risk and compliance management, maintaining security policies and standards, and continuously updating our response planning and protocols.
●Cybersecurity insurance policy to cover the costs relating to a data breach.
●Program maturity assessment performed every two years by our internal audit function.
●Regular phishing and cyber hygiene training for all employees who have access to company email and connected devices.
●Management consults regularly with external specialists and advisors on enhancements and opportunities for regular and continued strengthening of our cyber practices and policies.

The Audit Committee is responsible for oversight of data privacy, cybersecurity and IT risks. In order to fulfill its duties, the Audit Committee receives regular updates from our chief information and enterprise analytics officer, information security officer and CLO, including quarterly updates on topics related to information security and cyber risks and readiness. The Audit Committee includes directors with knowledge, skills and experience in data security, privacy, IT governance, and cyber risk.

Security and cybersecurity risks are presented to the full Board at least three years to submit director nominees (up to 20%annually as part of the Board)Board’s oversight of enterprise risk management.

THE CLOROX COMPANY - 2022 Proxy Statement

31

Table of Contents

Corporate Governance and Board Matters

ESG Governance

Clorox’s ESG governance starts at the top—with robust oversight of our ESG strategy from the Board and implementation of our strategy through a cross-functional approach that allows us to effectively execute against our ESG priorities and drive long-term growth for inclusionour stakeholders. In line with our commitment to continuously strengthen our governance practices, we continue to evolve our ESG governance to ensure we are taking into account stakeholder expectations while executing against our IGNITE strategy.

ESG Governance Structure

Board of Directors

●Responsible for overseeing the Company’s ESG strategy and risks and ensuring ESG priorities are integrated into long-term strategy
●Receives regular updates and engages on key ESG topics
●Ongoing director education on ESG matters from internal and external experts and stakeholders

ESG Executive Committee

●Oversees execution against our ESG priorities and ensures that our ESG work is integrated into our business units

ESG Core Team

●Senior cross-functional management team that helps to define and execute on our ESG priorities and guides periodic ESG strategy enhancements

Sustainability Center

●Cross-functional working team that defines, drives and tracks progress against environmental goals and strategy, including Clorox’s climate stewardship ambitions and performance

ESG Disclosure Committee

●Cross-functional team that meets at least quarterly to review and discuss ESG reporting and disclosures, monitors current and emerging ESG disclosure trends and best practices, and evaluates the effectiveness of ESG disclosure controls and procedures

Enterprise Risk Management Steering Committee

●Overseen by the chief financial officer and chief legal officer
●Proactively identifies, assesses, prioritizes, and continuously manages enterprise-wide risks, including climate risk, and updates the Board at least bi-annually on key ERM updates

32       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Corporate Governance and Board Matters

Recent Enhancements to ESG Governance

In recent years, we have made a number of enhancements to further evolve governance of the Company’s ESG progress and activities.

Board committee charters. In fiscal year 2022, we refreshed our Board committee charters to provide further clarity on each committee’s roles and responsibilities around ESG oversight and to ensure coordinated coverage of ESG issues across the Board and committees. Although the NGCRC has historically overseen the Company’s sustainability policies, the NGCRC charter now explicitly includes oversight of the Company’s climate change and environmental policies, programs, goals and progress. The MDCC’s scope and responsibilities were similarly expanded to explicitly include oversight of the Company’s consideration of ESG matters in its compensation programs, as well as its key human capital policies and practices below the executive level. See theBoard Committees sectionof this proxy statement for more information about each Board committee’s scope, responsibilities and duties.

Director ESG education and ESG shareholder engagement. In fiscal year 2022, our directors had opportunities to continue to deepen their knowledge base on ESG topics relevant to the company. In addition to the regular ESG updates it reviews at each meeting, the NGCRC led a deep-dive session with the full Board on multiple ESG topics presented by management, our external advisers and ESG consultants. Topics included the evolving nature of stakeholder capitalism and interests from our multiple stakeholder groups, emerging proxy voting trends, and Clorox’s approach to its ESG materiality assessment and how that informs its strategic priorities and reporting, among other areas. As part of this discussion, we invited one of the Company’s largest shareholders to join the meeting and engage in a dialogue to share its perspective on emerging ESG topics of relevance to issuers like Clorox and perspective on board oversight of these issues. We also have regular in-depth discussions regarding our ESG priorities and progress with our shareholders during our annual as well as ad hoc shareholder engagement opportunities. See the Shareholder Engagement section of this proxy statement for more information.

Launch of ESG Data Hub. This past year, in response to stakeholder interest in easily accessible ESG data, we launched our ESG Data Hub. We believe that this new data hub resource will foster simpler, more transparent, and centralized access to our ESG information for our stakeholders.

Formation of ESG Disclosure Committee. In fiscal year 2022, we also formed a cross-functional ESG Disclosure Committee to enhance the processes around review of our ESG reporting and disclosures, including our SEC filings, and monitoring of regulatory changes, as well as trends and best practices in ESG disclosure and reporting, including ESG disclosure controls and procedures. The committee meets at least quarterly and includes participants from our legal, internal audit, corporate communications, finance, financial reporting controls and human resources functions, as well as executives who have oversight of ESG matters.

Board Meeting Attendance

The Board held eight meetings during fiscal year 2022. All incumbent directors attended at least 75% of the meetings of the Board and committees of which they were members during fiscal year 2022 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 10 members of the Board at the time of the Company’s 2021 Annual Meeting of Shareholders attended that meeting.

THE CLOROX COMPANY - 2022 Proxy Statement

33

Table of Contents

Corporate Governance and Board Matters

Director Independence

Under the Governance Guidelines, the Board must consist of a substantial majority of independent directors. The Board determines, in the Company’s proxy materials ifexercise of its business judgment, in light of all facts and circumstances, whether individual Board members are independent, as defined by the stockholder(s) provide(s) timely written notice of such nomination(s)New York Stock Exchange (NYSE) and the stockholder(s) and the nominee(s) satisfy the requirements specified in the Company’s Bylaws. Stockholders who wish to nominate directors for inclusion in the Company’s proxy materials or directly at an annual meeting of stockholders in accordance with the proceduresdirector independence standards set forth in the Governance Guidelines. The Board makes an affirmative determination regarding the independence of each director annually, based upon the recommendation of the NGCRC.

The Board has determined that each of our Bylaws should followdirectors (during fiscal year 2022, including Dr. Richard H. Carmona) and director nominees is independent under the instructions underNYSE listing standards and the Stockholder Proposals and Director Nominationsindependence standards set forth in the Governance Guidelines, except for Linda Rendle since she is an employee of the 2018 AnnualMeeting section of this proxy statement.



Director CommunicationsCompany.

100%

of our director nominees is
Independent
(excluding Linda Rendle)

●Amy L. Banse
●Julia Denman
●Spencer C. Fleischer
●Esther Lee
●A. D. David Mackay
●Paul Parker
●Stephanie Plaines
●Matthew J. Shattock
●Kathryn Tesija
●Russell J. Weiner
●Christopher J. Williams

Stockholders and interested parties may direct communicationsThe independent directors generally meet in executive session at each regularly scheduled Board meeting without the presence of management directors or employees of the Company to individual directors, including the lead director, to a Board committee,discuss various matters related to the oversight of the Company, the management of the Board’s affairs, and the CEO’s performance. The independent chair presides over the independent executive sessions.

Related Person Transaction and Conflict of Interest Policies and Procedures

The Company has a written policy regarding Audit Committee review and approval of any Interested Transactions. 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:

●the aggregate amount will or may be expected to exceed $120,000,
●the Company or any of its subsidiaries is a participant, and
●any executive officer, director or director nominee; beneficial owner of 5% or more of our stock; or any immediate family member of the foregoing individuals (each, a Related Person) has or will have an interest (other than solely as a result of being a director or a less than 10% beneficial owner of an equity interest in another entity).

The policy also contains categories of preapproved Interested Transactions that the Board has identified as not having a significant potential for an actual or potential conflict of interest or improper benefit.

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 (excluding any pre-approved transactions) since the beginning of the Company’s 2022 fiscal year.

Additionally, the Company’s Code of Conduct prohibits its directors, as a group,officers, and employees from entering into transactions that are an actual or potential conflict of interest and is available on the Company’s website at thecloroxcompany.com/company/policies-and-practices/codes-of-conduct. The Governance Guidelines require the directors to adhere to the Code of Conduct.

34       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Corporate Governance and Board asMatters

Code of Conduct

The Company has adopted a whole,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, thecloroxcompany.com/company/policies-and-practices/codes-of-conduct, or can be obtained in print by addressing the communications to the named individual, to the committee, to the independent directors as a group, or to the Board as a whole and sending them tocontacting The Clorox

Company, c/o Corporate Secretary, 1221 Broadway, Oakland, CA 94612-1888.

We require that all Board members and employees complete training and certify compliance with the Code of Conduct annually. We also perform an annual audit of internal compliance with our Code of Conduct.

We also have established a separate Business Partner Code of Conduct outlining our standards and expectations of our suppliers and other business partners, which can also be found at thecloroxcompany.com/company/policies-and-practices/codes-of-conduct.

Board Committees

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 qualification criteria applicable to directors serving on these committees under the NYSE listing standards.

The charters for these committees are available in the Corporate Governance section of the Company’s website at thecloroxcompany.com/company/corporate-governance/committee-charters, or in print by contacting The Clorox Company, c/o Corporate Secretary, will review all communications so addressed1221 Broadway, Oakland, CA 94612-1888.

THE CLOROX COMPANY - 2022 Proxy Statement

35

Table of Contents

Corporate Governance and will forward to the addressee(s) all communications determined to bear substantively on the business, management, orBoard Matters

Audit Committee

Met 9 times in FY2021.

Current Committee Members

Christopher J. Williams (Chair)
Amy L. Banse
Julia Denman
A.D. David Mackay
Paul Parker
Stephanie Plaines

Primary Responsibilities

The Audit Committee is the principal connection between the Board and the Company’s independent registered public accounting firm. Among its other functions and duties, the Audit Committee oversees:

●the integrity of the Company’s financial statements;
●the independent registered public accounting firm’s qualifications, independence, and performance;
●the performance of the Company’s internal audit function and independent registered public accounting firm;
●the Company’s systems of disclosure controls and procedures and internal control over financial reporting that management has established;
●the Company’s compliance with legal and regulatory requirements relating to accounting and financial reporting matters, and data privacy, cybersecurity and IT risks;
●the Company’s framework and guidelines with respect to risk assessment and risk management; and
●the Company’s material financial policies and actions.

The Board has determined that, with respect to fiscal year 2022, there were three audit committee financial experts, as defined by SEC rules: Christopher J. Williams, A.D. David Mackay and Paul Parker, and each member of the Audit Committee is financially literate, as defined by NYSE rules.

For fiscal year 2023, there will be five audit committee financial experts: Christopher J.Williams, A.D. David Mackay, Paul Parker, Julia Denman and Stephanie Plaines.

Nominating, Governance and Corporate Responsibility Committee

Met 5 times in FY2021.

Current Committee Members

Esther Lee (Chair)
Richard H. Carmona
Matthew J. Shattock
Kathryn Tesija

Primary Responsibilities

The NGCRC has the functions and duties set forth in its charter, including:

●identifying and recruiting individuals qualified to become Board members;
●recommending individuals to be selected as director nominees;
●reviewing and recommending to the Board changes in the Governance Guidelines and the Code of Conduct;
●overseeing corporate responsibility (including corporate citizenship, charitable giving, political participation, issue advocacy and lobbying), governance of the Company’s ESG program,
●shareholder and stakeholder engagement, and the Company’s compliance and ethics program.
●performing a leadership role in shaping the Company’s corporate governance and overseeing director, Board and committee evaluations; and
●supporting the Board in reviewing, monitoring and engaging with management on the development of climate change and environmental policies, programs, goals and progress.

36       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of the Company.Contents

Corporate Governance and Board Matters

Management Development and Compensation Committee

Met 5 times in FY2021.

Current Committee Members

Spencer C. Fleischer (Chair)
Richard H. Carmona
A.D. David Mackay
Kathryn Tesija
Russell J. Weiner

The MDCC has the functions and duties set forth in its charter, including:

●assisting the Board in discharging its responsibilities relating to compensation of the CEO and other executive officers;
●reviewing, approving and overseeing the Company’s compensation policies, plans and goals and objectives for the executive officers and directors;
●overseeing the Company’s management development and succession planning processes below the CEO level;
●review and discuss with management the Company’s diversity, equity and inclusion initiatives programs and key metrics and review these matters with the Board at least annually; and
●evaluating, making recommendations and taking appropriate action in response to the shareholders’ advisory “say on pay” vote.

Director Compensation

Only our non-employee directors receive compensation for their servicesservice as directors. The Company’sdirectors in the form of:

●cash compensation, and
●an annual grant of deferred stock units.

As part of its oversight of non-employee director compensation, program is comprised of cash compensation and an annual grant of deferred stock units.

The Management Development and CompensationCommittee hasthe responsibility for making recommendations regarding non-employee director compensation. TheManagement Development and Compensation CommitteeMDCC reviews the form and amount of compensation of non-employee directors at least once a yearannually to ensure that the Company’s non-employee directors are being compensated appropriately relative to peer companies. TheManagement Development and Compensation Committee retains the services of an

independent compensation consulting firm to assist it in the performance of its duties. During fiscal year 2017,2022, the MDCC worked Management Development and Compensation Committee used the services of Frederic W.with FW Cook & Co., Inc.(FW Cook)for. FW Cook’s work with theManagement Development and Compensation Committee included data analysis, and guidance and recommendations regarding compensation levels relativeas compared to our compensation peer group (see discussion regardingas defined in the peer group inthe Compensation Discussion andAnalysis sectionof this proxy statement below), as well as trends and recent developments in thearea of non-employee director compensation. Clorox generally aims to compensate non-employee directors at or near the median of the compensation peer group.


Continues on next page►

THE CLOROX COMPANY- 2017 Proxy Statement

15

Table of Contents

The following table sets forth information regarding compensation for each of the Company’s non-employee directors during fiscal year 2017.2022.

Name     Fees Earned
or Paid in Cash
($)(2)		     Stock
Awards
($)(3)		     Total
($)
Amy Banse 79,076 108,750 187,826
Richard H. Carmona114,375141,250255,625
Spencer C. Fleischer 100,000 141,250 241,250
George J. Harad(1)56,25032,50088,750
Esther Lee 100,000 141,250 241,250
A. D. David Mackay87,500108,750196,250
Robert W. Matschullat 100,000 141,250 241,250
Jeffrey Noddle120,000141,250261,250
Rogelio Rebolledo(1) 37,500 32,500 70,000
Pamela Thomas-Graham143,750141,250285,000
Carolyn M. Ticknor 120,000 141,250 261,250
Russell Weiner39,72236,25075,972
Christopher J. Williams 100,000 141,250 241,250
Name     Fees Earned
or Paid in Cash
($)(2)		     Stock
Awards
($)(3)		     Total
($)
Amy L. Banse103,000157,000260,000
Richard H. Carmona103,000157,000260,000
Julia Denman13,016013,016
Spencer C. Fleischer123,000157,000280,000
Esther Lee118,000157,000275,000
A. D. David Mackay103,000157,000260,000
Paul Parker103,000157,000260,000
Stephanie Plaines13,016013,016
Matthew J. Shattock278,000157,000435,000
Kathryn Tesija103,000157,000260,000
Pamela Thomas-Graham(1)38,90539,25078,155
Russell J. Weiner103,000157,000260,000
Christopher J. Williams128,000157,000285,000

THE CLOROX COMPANY - 2022 Proxy Statement

37

Table of Contents

Corporate Governance and Board Matters

(1)Messrs. Harad and RebolledoPamela Thomas-Graham retired from the Board effective November 16, 2016.17, 2021.
(2)The amounts reported inthe Fees“Fees Earned or Paid inCash Cash” column reflect the total annual cash retainer and other cash compensation earned by each director in fiscal year 20172022 and include amounts deferred into cash or deferred stock units and/or amounts issued in Common Stockcommon stock in lieu of cash, as elected by the director. The annual cash retainer is paid to each director in quarterly installments.
(3)The amounts reported reflect the grant-date fair value for financial statement reporting purposes of the annual grant 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. Awards are granted on an annual basis at the end of each calendar year. Refer to Note 1514 of the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended June 30, 2017,2022, for a discussion of the relevant assumptions used in calculating the grant-date fair value under applicable accounting guidance. As of June 30, 2017,2022, the following directors had the indicated aggregate number of deferred stock units accumulated in their deferred accounts for all years of service as a director, which includes deferrals of cash compensation used to acquire deferred stock units, annual awards of deferred stock units made by the Company, and additional deferred stock units credited as a result of dividend equivalents earned with respect to the deferred stock units: Ms. Banse – 311 units; Dr.5,355; Carmona – 17,375 units; Mr.24,765; Fleischer – 3,286 units; Ms.11,216; Lee – 3,891 units; Mr.9,427; Mackay – 311 units; Mr. Matschullat5,355; Parker – 79,971 units; Mr. Noddle932; Plaines – 4,627 units; Ms. Thomas-Graham92; Shattock – 21,500 units; Ms. Ticknor7,108; Tesija – 28,277 units; Mr.2,622; Weiner – 297 units;8,466; and Mr. Williams – 3,286 units.12,509.

Stock Unit AwardsCash Compensation

Each non-employee director receives an annual grant of deferred stock units, the value of which was increased from $130,000 to $145,000 effective October 1, 2016. The aggregate value of the deferred stock unit award amount earned by a non-employee director serving for the full fiscal year 2017 was $141,250. Awards are made as of the last business day in the calendar year and represent payment for services provided during such calendar year.

Directors who serve as non-employee Board members for less than the full calendar year receive pro-rated awards based on the number of full fiscal quarters they served as a non-employee Board member during the calendar year. Deferred stock units accrue dividend equivalents and the balance of a director’s deferred stock unit account is paid out in Common Stock following the director’s termination of service, as described in greater detail underPayment Elections below.


Fees Earned or Paid in Cash

In addition to the deferred stock units described above, directors receive cash compensation. Cash compensation, which consists of annual cash retainer amounts and any special assignment fees. of:

●annual cash retainer amounts, and
●any special assignment fees.

The following table lists the various

retainers paid for Board service and service asin the independent chair, lead director, or a committee chairpositions set forth below during fiscal year 2017:2022.



Annual director retainer     $100,000
Lead director retainer50,000103,000
Independent chair retainer150,000175,000
Committee chair retainers:
     Nominating, Governance and Corporate Responsibility Committee(1)15,000
     Audit Committee14,37525,000
       Audit Committee20,000
     Management Development and Compensation Committee20,000
(1)The annual Nominating, Governance and Corporate Responsibility Committee chair retainer through September 30, 2016, was $12,500.This retainer was increased to $15,000 effective October 1, 2016. The aggregate amount of the annual retainer for service as chair of the Nominating,Governance and Corporate Responsibility Committee in fiscal year 2017 was $14,375.

16       THE CLOROX COMPANY - 2017 Proxy Statement

Table of Contents

Organization of the Board of Directors

Directors who serve as a Board member, lead director, 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 addition to the retainer amounts, each non-employee director is entitled to receive a fee of $2,500 per day for any special assignment requested by the Board. No special assignment fees were paid in fiscal year 2017.2022.

Payment ElectionsElections.

Under the Company’s Independent Directors’ Deferred Compensation Plan, a director may annually elect to receive all or a portion of his or hertheir cash compensation in the form of cash, Common Stock,common stock, deferred cash, or deferred stock units.

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

Elective Deferral Program.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 Stockcommon stock on the date onlast trading day of the quarter for which the fees are scheduled to be paid.were earned. When dividends are declared, additional deferred stock units are allocated to the director’s deferred stock unit account

38       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Corporate Governance and Board Matters

in amounts equivalent to the dollar amount of Common Stockcommon stock dividends paid by the Company divided by the fair market value of the Common Stockcommon 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 describedabove,, are paid out in shares of Common Stockcommon 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 2022 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.

Directors who serve as non-employee Board members for less than the full calendar year receive pro-rated awards based on the number of full fiscal quarters they served as a non-employee Board member during the calendar year. Deferred stock units accrue dividend equivalents, and the balance of a director’s deferred stock unit account is paid out in common stock only following the director’s termination of service, as described in greater detail under Payment Elections above.


Fiscal Year 2023 Compensation Changes

As discussed above, 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 being compensated appropriately relative to peer companies. The MDCC again reviewed non-employee director compensation in September 2022. As part of its review, the MDCC considered the data provided by FW Cook as well as its guidance and recommendations regarding compensation levels relative to our compensation peer group as well as trends and recent developments in the area of non-employee director compensation. After taking all of this information into account, the MDCC recommended, and the Board agreed, not to increase director compensation or make other changes to the director compensation program.

Stock Ownership Philosophy and Guidelines for Directors

The Board believes that the alignment of directors’ interests with those of stockholdersshareholders is strengthened when Board members are also stockholders.shareholders. The Board therefore requires that each non-employee director, within five years of first being elected, own Common Stockcommon stock or deferred stock units that are settled only in common stock having a market value of at least five times his or hertheir annual cash retainer. This program is designed to ensure that directors acquire a meaningful and significant ownership

interest in the Company during their tenure on the Board. Furthermore, as directors must hold the deferred stock units until termination of their service on the Board, theyhave anincentivealigned interests and appropriate incentives to promote long-term value for stockholdersshareholders during their service as a director. As of June 30, 2017,August 31, 2022, each non-employee director was in compliance with the guidelines.guidelines, and in fact, the majority of our directors held common stock or deferred stock units with value far in excess of this amount.


THE CLOROX COMPANY- 20172022 Proxy Statement

1739

Table of Contents

Corporate GovernanceExecutive Officers

Our Corporate Governance Philosophy

Consistent withInformation about our focus on good growth, we are committed to strong corporate governance and corporate responsibility. We regularly review our policies and practices to further the interests of our stockholders, promote the long-term health of our business, provide effective oversight of management,

and encourage responsible and ethical behavior by our directors and employees.Our Governance Guidelines, Code of Conduct, and other company policies set forth a framework to further these goals and guide our decisions, as described in greater detail below.


Our Commitment to Corporate Responsibility

Corporate responsibility is the foundation of how Cloroxoperates, and we consider it integral to our business. As a signatory to the United Nations Global Compact, we are committed to its Ten Principles by driving our corporate responsibility strategy, a comprehensive set of commitments across ourCompany: from human rights, labor, and product safety to transparency, environmental sustainability, and contributions to communities where we operate. Our commitment to sustainability includes, among other goals, reducing our operational footprint while growing our business, making sustainability improvements to our products, and working to drive transparency and sustainability progress in our supply chain.Executive Officers

Clorox is also committed to helping communities by supporting causes that promote healthThe names, ages, year first elected and well-being and education. The Clorox Company Foundation provides grants to support youth, education, and cultural and civic organizations where our employees live and work; we encourage our employees to support causescurrent titles of their choosing by volunteering and by participating in our corporate giving campaign; and we have a long history

of providing products and donations to assist with disaster reliefglobally,such as in the wake of recent hurricanes,including Harvey and Irma.

We also believe our financial performance and commitment to corporate responsibility go hand in hand. Each year, we publish an integrated report that highlights the intersection of our business and corporate responsibility commitments by reporting our financial, environmental, social, and governance performance. In furtherance of our focus on corporate responsibility, in fiscal year 2017, we changed the name of our Nominating and Governance Committee to the Nominating, Governance and Corporate Responsibility Committee and enhanced the Committee’s charter in the areas of corporate responsibility and sustainability. The revised charter expands the Committee’s responsibilities to include oversight of corporate responsibility and sustainability matters. While the Committee as well as the full Board has historically provided oversight in these areas, the Board felt it was important to formalize these responsibilities, reflecting ourlong-standing values and commitment to best practices in corporate responsibility and sustainability.

Stockholder Engagement

During the past fiscal year, memberseach of the Board and management held meetings with a significant portion of investors to discuss a variety of key corporate governance, executive compensation, and corporate responsibility topics. These meetings provide an opportunity for two-way dialogue and for our management and Board to discuss and better understand the issues that matter most to our stockholders. For example, our directors considered the feedback from these meetings, along with best practices,

market standards, policies at other companies, and Clorox’s stockholder base and unique circumstances, in determining that the Company’s existing proxy access right continues to be most appropriate for the Company. Our Board also took into consideration stockholder input in reviewing theCompany’s compensation plan design and metrics, as described in greater detail inthe Compensation Discussion andAnalysis section.


18       THE CLOROX COMPANY - 2017 Proxy Statement

Table of Contents

Corporate Governance

The Clorox Company Governance Guidelines

The Board has adopted Governance Guidelines that can be found in the Corporate Governance section on the Company’s website athttps://www.thecloroxcompany.com/who-we-are/corporate-governance/governance-guidelines/, and are available in print to any stockholder who requests them from The Clorox Company, c/o Corporate Secretary, 1221 Broadway, Oakland, CA 94612-1888. The Governance Guidelines present a framework for the governanceofficers of the Company. They

describe responsibilities, qualifications, and operational matters applicable to the Board and the Board committees and include provisions relating to the evaluationCompany as of the CEO and ordinary-course and emergency succession planning. The Governance Guidelines are reviewed at least annually by the Nominating, Governance and Corporate Responsibility Committee, which recommends changes to the Board as appropriate.


Director Independence

The Governance Guidelines provide that a substantial majority of the Board must consist of independent directors. The Board determines whether individual Board members are independent, as defined by the New York Stock Exchange(NYSE). The Board has adopted director independence standards, whichSeptember 20, 2022, are set forth below. The Company made certain changes to its executive officers in the Governance Guidelines, to assist it in assessing the independencefirst quarter of directors. The Board makes an affirmative determination regarding the independence of each director annually, based upon the recommendationfiscal year 2023 as part of the Nominating, Governance and Corporate Responsibility Committee.

The Board has determined that eachstreamlining of the Company’s non-management directors is independent under the NYSE listing standards and the independence standards set forth in the Governance Guidelines: Messrs. Fleischer, Mackay, Matschullat, Noddle, Weiner, and Williams, Mmes. Banse, Lee, Thomas-Graham, and Ticknor, and Dr. Carmona. Mr. Dorer is not independent as a result of his service as the Company’s CEO. In addition, each ofretired directors Messrs. Harad and Rebolledo was independent under the NYSE listing standards and the independence standards set forth in the Governance Guidelines during the period in fiscal 2017 during which such director served.


Board of Directors Leadership Structure

The Board believes it is in the best interests of the Company and its stockholders for the Board to have flexibility in determining the Board leadership structure of the Company. Over the years, the Board has had a variety of leadership structures, including an independent chair structure with a separate CEO; an executive chair structure, along with a separate independent lead director and separate CEO; and a combined chair and CEO structure with a separate independent lead director. The Company currently has a combined chair and CEO role with a strong independent lead director, as described in greater detail below. The Board believes that having flexibility to determine the optimal leadership structure based on the Company’s current circumstances and anticipated needs, including whether to separate or combine the roles of chair and CEO, is important and has served the Company and its stockholders well.operating model.

The Nominating, Governance and Corporate Responsibility Committee regularly reviews the leadership structure of the Board. In addition to the Company’s specific circumstances, it takes into account market practices,

investor feedback, and corporate governance studies and expert commentary, among other things. Since August 2016, the Board leadership structurehas consisted of a combined Chairman and CEO role held by Mr. Dorer, a strong independent lead director position held by Ms. Thomas-Graham, and strong independent committee chairs. The Board believes that Mr. Dorer’s leadership in developing the Company’s 2020 Strategy, his in-depth knowledge of the Company’s operations, and his strong working relationship with the independent members of the Board make him best suited to chair the regular Board meetings as key business and strategic issues are discussed and to serve as Chairman of the Board at this time. This role allows him to drive execution of the Company’s strategic plans and facilitate effective communication between management and the Board, to bring key issues to the Board’s attention, and to see that the Board’s guidance and decisions are implemented effectively by management. At the same time, in selecting Ms. Thomas-Graham to serve as the independent lead director, the Board noted her strong leadership and qualifications, including her experience as a CEO and her tenure on the Board, among other factors,

Name     Age     Year First
Elected		     Title
Linda Rendle442016Chief Executive Officer
Stacey Grier592019Executive Vice President – Chief Growth and Strategy Officer
Angela Hilt502020Executive Vice President – Chief Legal Officer
Kevin B. Jacobsen562018Executive Vice President – Chief Financial Officer
Kirsten Marriner502016Executive Vice President – Chief People and Corporate Affairs Officer
Eric Reynolds522015Executive Vice President – Chief Operating Officer

Continues on next page40       ►

THE CLOROX COMPANY- 20172022 Proxy Statement

19

Table of Contents

which contribute to her ability to fulfill the role of lead director effectively and independently. The Company’s Governance Guidelines require an independent director to serve as a lead director if the position of Chairman is held by a management director.

The lead director is elected annually by and from the independent directors with clearly delineated and comprehensive duties and responsibilities. To qualify as lead director, a director must have served as a member of the Board for a minimum of three years. The duties of the lead director, which are also included in the Governance Guidelines, include coordinating the activities of the independent directors and serving as a liaison between the Chairman and the independent directors. In addition, the lead director:

●

has the ability to call special meetings of the Board;

●

presides at executive sessions of the independent directors and has the authority to call additional executive sessions or meetings of the independent directors;

●

presides at Board meetings in the Chairman’s absence;

●

approves information sent to the Board;

●

approves meeting agendas and meeting schedules for the Board to ensure that there is sufficient time for discussion of all agenda items;


●

is available for consultation and direct communication with major stockholders if requested;

●

evaluates, along with the members of the Management Development and Compensation Committee and the other independent directors, the performance of the CEO; and

●

assists the Board and Company officers in promoting compliance with and implementation of the Governance Guidelines.

In addition to the duties and responsibilities listed above, Ms. Thomas-Graham has taken an active role in the Company’s diversity efforts and outreach to employees, including hosting small group meetings with high-potential, diverse employees and holding town hall meetings with all employees. She also actively participates in stockholder engagement and has met with a number of the Company’s major stockholders.

All of the Company’s directors, other than Mr. Dorer, are “independent” as defined by the NYSE rules. The Board believes that this structure promotes effective governance andthat, under the present circumstances, the leadership structure described above is in the best interests of the Company and its stockholders.



Board Committees

The Board has established three standing committees: the Audit Committee, the Nominating, Governance and Corporate Responsibility Committee, and the Management Development and Compensation Committee. 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. In addition, directors who serve on the Audit Committee and the Management Development and

Compensation Committee must meet additional, heightened independence and qualification criteria applicable to directors serving on these committees under the NYSE listing standards. The charters for these committees are available in the Corporate Governance section of the Company’s website athttps://www.thecloroxcompany.com/who-we-are/corporate-governance/committee-charters, or in print by contacting The Clorox Company, c/o Corporate Secretary, 1221 Broadway, Oakland, CA 94612-1888.



20       THE CLOROX COMPANY - 2017 Proxy Statement

Table of Contents

Corporate Governance

The table below indicates the current members of each standing Board committee:

Director     Audit     Nominating,
Governance and
Corporate Responsibility		     Management
Development and
Compensation
Amy Banse ●    
Richard H. CarmonaChair●
Benno Dorer      
Spencer C. Fleischer●
Esther Lee   ●  
A.D. David Mackay●
Robert W. Matschullat   ●  
Jeffrey Noddle●Chair
Pamela Thomas-Graham   ●  
Carolyn M. TicknorChair●
Russell Weiner ●    
Christopher J. Williams●
Number of meetings in fiscal year 2017 9 7 4

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 representing and assisting the Board in overseeing:

●

the integrity of the Company’s financial statements;

●

the independent registered public accounting firm’s qualifications, independence, and performance;

●

the performance of the Company’s internal audit function;

●

the Company’s system of disclosure controls and procedures and system of internal control over financial reporting;

●

the Company’s compliance with legal and regulatory requirements relating to accounting and financial reporting matters;

●

the Company’s framework and guidelines with respect to risk assessment and risk management; and

●

the Company’s material financial policies and actions.

The Audit Committee’s duties also include preparing the report required by the SEC proxy rules to be included in the Company’s annual proxy statement. The Board has determined that directors Noddle, Ticknor, and Williams are audit committee financial experts, 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 Nominating, Governance and Corporate Responsibility Committee has the functions and duties set forth in its charter, including:

●

identifying and recruiting individuals qualified to become Board members;


●

recommending to the Board individuals to be selected as director nominees for the annual meeting of stockholders;

●

reviewing and recommending to the Board changes in the Governance Guidelines and the Code of Conduct;

●

overseeing the Company’s ethics and compliance program and activities, including the Company’s compliance with legal and regulatory requirements relating to matters other than accounting and financial reporting matters;

●

performing a leadership role in shaping the Company’s corporate governance and overseeing the evaluation of the Board and its committees; and

●

assisting the Board in overseeing the Company’s corporate responsibility and sustainability program.

Management Development and Compensation Committee. The Management Development and Compensation Committee has the functions and duties set forth in its charter, including:

●

reviewing and approving the performance goals and objectives for the CEO and other executive officers and the extent to which such performance goals and objectives have been met;

●

assessing the CEO’s performance and determining and approving the CEO’s compensation based on a variety of factors;

●

reviewing periodically with the CEO the performance of each of the other executive officers and approving the compensation of each such executive officer;

●

determining the amount and other material terms of individual short- and long-term incentive awards to be made to executive officers;

●

reviewing and approving recommendations regarding retirement income and other deferred benefit plans applicable to executive officers;


Continues on next page►

THE CLOROX COMPANY- 2017 Proxy Statement

21

Table of Contents

●

reviewing and approving employment-related arrangements with executive officers; and

●

evaluating the outcome of the advisory vote of the stockholders regarding “say on pay” and making recommendations or taking appropriate actions in response to such advisory vote.

In addition, the Management Development and Compensation Committee oversees, with involvement of the full Board, the Company’s management development and succession planning processes.

Board and Director Evaluation Process

The Nominating, Governance and Corporate Responsibility Committee is responsible for overseeing the Board, committee, and individual director evaluation process. Under the Governance Guidelines, the Board and each of the Audit, Nominating, Governance and Corporate Responsibility, and Management Development and Compensation Committees are required to conduct an annual self-evaluation. The evaluations include a range of issues designed to assess Board and committee performance, including Board and committee composition, structure, information received, accountability, and effectiveness, among other topics.

Additionally, the Board conducts individual director interviews as part of its evaluation process. Each director provides an individual assessment as well as any feedback

they may have on other Board members’ performance on an annual basis. The individual assessments are conducted by the chair of the Nominating, Governance and Corporate Responsibility Committee, who summarizes and reports the results and any related recommendations to the Nominating, Governance and Corporate Responsibility Committee and the full Board.

As a result of the evaluation process, the Board has made a number of changes, including, for example, adding regular cybersecurity updatesto Audit Committee meeting agendas, adding new topics or devoting more time to particular topics and businesses of interest, incorporating external speakers on certain topics, revising the format and focus of Board materials, and identifying the skills and expertise desired for future director candidates.


Board of Directors Meeting Attendance

The Board held six meetings during fiscal year 2017. All incumbent directors attended at least 75% of the meetings of the Board and committees of which they were members during fiscal year 2017 during the period in which they served on the Board. All members of the Board are

expected to attend the Annual Meeting of Stockholders. Each of the eleven members of the Board at the time of the Company’s 2016 Annual Meeting of Stockholders held on November 16, 2016, attended the meeting.


Executive Sessions

The independent directors generally meet in executive session at each regularly scheduled Board meeting without the presence of management directors or employees of the Company to discuss various matters related to the oversight

of the Company, the management of the Board’s affairs, and the CEO’s performance. The lead director chairs the executive sessions.



22       THE CLOROX COMPANY - 2017 Proxy Statement

Table of Contents

Corporate Governance

Conflict of Interest and Related Person Transaction Policies and Procedures

The Company has a long-standing policy of prohibiting its directors, officers, and employees from entering into transactions that are an actual or potential conflict of interest. The Company’s Code of Conduct has a detailed provision prohibiting conflicts of interests and is available on the Company’s website athttps://www.thecloroxcompany.com/who-we-are/corporate-governance/codes-of-conduct.

Additionally, the Company has a written policy regarding review and approval of related person transactions by the Audit Committee(Related PersonPolicy). The Related Person Policy defines an “Interested Transaction” as any transaction, arrangement, or relationship or series of similar transactions, arrangements, or relationships (including any indebtedness or guarantee of indebtedness) in which (i) the aggregate amount involved in any fiscal year will or may be expected to exceed $120,000 (including any periodic payments or installments due on or after the beginning of the Company’s last completed fiscal year and, in the case of indebtedness, the largest amount expected to be outstanding and the amount of annual interest thereon), (ii) the Company is a participant, and (iii) any Related Person (as defined below) has or will have a direct or indirect interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity).

A “Related Person” is (i) any person who is or was (since the beginning of the Company’s last fiscal year, even if they do not presently serve in that role) an executive officer, director, or nominee for election as a director, (ii) a beneficial owner of more than 5% of the Company’s Common Stock, or (iii) an immediate family member of any of the foregoing. For purposes of this definition, “immediate family member” includes a person’s spouse, parents, stepparents, children,

stepchildren, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law, and anyone residing in such person’s home (other than a tenant or employee).

Under the Related Person Policy, if a new Interested Transaction is identified for approval, it is brought to the Audit Committee to determine if the proposed transaction is reasonable and fair to the Company. The Audit Committee will review the material facts of all Interested Transactions that require its approval and either approve or disapprove of the entry into the Interested Transaction.

The Related Person Policy also contains categories of preapproved transactions that the Board has identified as not having a significant potential for an actual or potential conflict of interest or improper benefit.

In determining whether to approve or ratify an Interested Transaction, the Audit Committee will take into account, among other factors it deems appropriate, 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.

No director participates in any discussion or approval of an Interested Transaction for which he or she is a Related Person, except that the director will provide all material information concerning the Interested Transaction to the Audit Committee. There were no transactions considered to be an Interested Transaction during the Company’s 2017 fiscal year.


Code of Conduct

The Company has adopted a Code of Conduct, which can be found in theCorporate Governance sectionof the Company’s website, https:// www.thecloroxcompany.com/who-we-are/corporate-governance/codes-of-conduct, or obtained in print by contacting The Clorox Company, c/o Corporate Secretary, 1221 Broadway, Oakland, CA 94612-1888.

The Code of Conduct applies to all of the Company’s employees, including executives, as well as directors. We also have established a separate Business Partner Code of Conduct outlining our standards and expectations of our suppliers and other business partners, which can also be found athttps://www.thecloroxcompany.com/who-we-are/ corporate-governance/codes-of-conduct.



Continues on next page►

THE CLOROX COMPANY- 2017 Proxy Statement

23

Table of Contents

Board of Directors’ Role in Risk Management Oversight

The Board has responsibility for the oversight of the Company’s risk management, while the Company’s management is responsible for the day-to-day risk management process. With the oversight of the Board, the Company has a comprehensive enterprise risk management program in place. The Company has an Enterprise Risk Management Steering Committee(ERMCommittee), which consists of a cross-functional team of senior leaders and key executives. The ERM Committee oversees the annual key risk identification process, whereby it identifies the top risks that the Company faces with respect to its business, operations, strategy, and other factors, as well as the key mitigation strategies and the risk owner(s). At least annually, and generally in connection with the Board’s annual strategy meeting, management reports on and discusses the identified risks and risk mitigation and management efforts with the Board. The Board may allocate responsibility to a specific committee to examine a particular risk in detail if the committee is in the best position to review and assess the risk. For example, the Audit Committee reviews compliance and risk management programs and practices related to accounting and financial reporting matters and financial risk management, and the Management Development and Compensation Committee reviews the risks related to the executive compensation structure. The Audit Committee also receives regular updates relating to cybersecurity. In the event that a committee is allocated responsibility for examining and analyzing a specific risk, such committee reports on the relevant risk exposure during its regular reports to the full Board to facilitate proper risk oversight by the entire Board.

As part of its responsibilities, the Management Development and Compensation Committee periodically reviews the Company’s compensation policies and programs to ensure that the compensation program is able to provide incentives to employees, including executive officers, while mitigating

excessive risk-taking. The overall executive compensation program contains various provisions that mitigate against excessive risk-taking, including:

●

An appropriate balance between annual cash compensation and equity compensation that is earned over a period of three to four years;

●

Caps on the payouts under executive and non-executive incentive plans, which protect against executives taking short-term actions to maximize bonuses that are not supportive of long-term objectives;

●

Financial metrics under theAnnual Incentive Plan that are equally weighted between net customer sales and economic profit (as defined in the Compensation Discussion and Analysis section), which discourage revenue generation at the expense of profitability and vice versa;

●

Clawback provisions applicable to current and former executives as set forth in the applicable plans that enable the recapture of previously paid compensation under certain circumstances, which serve as a deterrent to inappropriate risk-taking activities; and

●

Stock ownership guidelines that require executive officers to accumulate meaningful levels of equity ownership in the Company, which align executives’ short- and long-term interests with those of the Company’s stockholders.

Based on its review and the analysis provided by its independent compensation consultant, FW Cook, the Management Development and Compensation Committee 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.



24       THE CLOROX COMPANY - 2017 Proxy Statement

Table of Contents

Stock Ownership Information

Beneficial Ownership of Voting Securities

The following table shows as of July 31, 2017 (except as otherwise indicated below), the holdings of Common Stockcommon stock (as of August 31, 2022, except as indicated below) by (i) any entity or person known to the Company to be the beneficial owner of more than 5% of the outstanding shares of Common Stock,common stock, (ii) each director and nominee for director and each of thesix individuals named executive officers (NEOs) named in the Summary Compensation Table (the named executiveofficers), and (iii) all current directors and executive officers

of the Company as a group.

As discussed inthe Director Compensation section of this proxy statement, the majority of director compensation is delivered in the form of deferred stock units, which are paid out in Common Stockcommon stock following a director’s termination of service. Because the directors cannot dispose of those shares while they serve on the Board, they are not reflected in this table. See footnote 2 below.

The address of each individual listed in the table below is 1221 Broadway, Oakland, California 94612-1888.

Name of Beneficial OwnerAmount and
Nature
of Beneficial
Ownership(1)(2)		Percent
of Class(3)
The Vanguard Group, Inc.(4)
100 Vanguard Blvd.
Malvern, PA 19355		14,500,03411.77
BlackRock, Inc.(5)
55 East 52nd Street
New York, NY 10055		10,774,8428.74
State Street Corporation(6)
One Lincoln Street
Boston, MA 02111		8,240,9206.69
Amy Banse(2)     0     *
Richard H. Carmona(2)(7)0*
Julia Denman0*
Rebecca Dunphey20,513*
Spencer C. Fleischer(2)1,305*
Kevin Jacobsen92,218*
Esther Lee(2)0*
A. D. David Mackay(2)600*
Kirsten Marriner68,499*
Paul Parker251*
Stephanie Plaines(2)0*
Linda Rendle177,726*
Eric Reynolds114,829*
Matthew J. Shattock(2)0*
Kathryn Tesija(2)0*
Russell J. Weiner(2)0*
Christopher J. Williams(2)0*
All directors and executive officers as a group (18 persons)(8)510,191*

THE CLOROX COMPANY - 2022 Proxy Statement

41


Name of Beneficial Owner     Amount and Nature
of Beneficial Ownership(1)(2)		     Percent of Class(3)
The Vanguard Group, Inc.(4)
       100 Vanguard Blvd.
       Malvern, PA 1935513,514,95010.47
BlackRock, Inc.(5)
       55 East 52nd Street
       New York, NY 1005510,203,2647.91
State Street Corporation(6)
       One Lincoln Street
       Boston, MA 021117,482,5855.80
Amy Banse(2)0*
Richard H. Carmona(2) 0 *
Benno Dorer452,526*
Spencer C. Fleischer(2) 0 *
James Foster36,329*
Esther Lee(2) 0 *
A. D. David Mackay(2)5,000*
Robert W. Matschullat(2) 1,324 *
Jeffrey Noddle(2)1,150*
Stephen M. Robb 185,966 *
Laura Stein130,915*
Pamela Thomas-Graham(2) 1,778 *
Carolyn M. Ticknor(2)0*
Russell Weiner(2)(7) 0 *
Christopher J. Williams(2)0*
Nikolaos Vlahos(8) 24,487 *
Dawn Willoughby98,309*
All current directors and executive officers as a group (25 persons)(9) 1,296,756 *

Table of Contents

Stock Ownership Information

*

Does not exceed 1% of the outstanding shares.

(1)

Unless otherwise indicated, each beneficial owner listed has sole voting and dispositive power concerning the shares indicated. These totals include the following numbers of shares of Common Stockcommon stock that such persons have the right to acquire through stock options exercisable within 60 days of JulyAugust 31, 2017,2022, or with respect to which such persons have shared voting or dispositive power: Mr. DorerJacobsen – 444,472 options; Mr. Foster – 32,768 options; Mr. Robb – 172,199 options; Ms. Stein – 107,577 options; Mr. Vlahos – 22,81573,373 options and shared voting and dispositive power with respect to 1,6723,145 shares held in family trust; Ms. WilloughbyMarriner – 87,632 options49,775 options; Ms. Rendle – 149,844 options; Mr. Reynolds – 101,257 options; and shared voting and dispositive power with respect to 3,411 shares held in family trust; and all current directors and executive officers as a group – 1,186,008413,075 options. The numbers in the table above do not include the following numbers of shares of Common Stockcommon stock that the executive officers have the right to acquire upon the termination of their service as employees pursuant to vested performance unitsat a later date that were deferred at the executive officers’ election: Mr. DorerJacobsen – 11,098;11,202; Ms. Rendle – 14,785; Mr. Foster – 8,188; Mr. Robb – 10,239; Ms. Stein – 27,231; Mr. Vlahos – 4,700; Ms. Willoughby – 4,700;Reynolds 11,064 and all current executive officers as a group – 72,440.37,051.

(2)

The numbers in the table above do not include the following numbers of shares of Common Stockcommon stock that the non-management directors have the right to acquire upon the termination of their service as directors pursuant to deferred stock units granted under the Independent Directors’ Stock-Based Compensation Plan: Ms. Banse – 311;5,355; Dr. Carmona – 17,375;24,765; Mr. Fleischer – 3,286;11,216; Ms. Lee – 3,891;9,427; Mr. Mackay – 311;5,355; Mr. MatschullatParker – 79,971;932; Ms. Plaines – 92; Mr. NoddleShattock – 4,627;7,108; Ms. Thomas-GrahamTesija – 21,500; Ms. Ticknor – 28,277;2,622; Mr. Weiner – 297;8,446; and Mr. Williams – 3,286.12,509. Deferred stock units are shares of the Company’s common stock that the director receives only upon terminating their service with the Company. Please refer to the Director Compensation section of this proxy statement for further details on the deferred stock units held by non-management directors. The total financial commitment of each non-management director in the Company’s common stock is more fully appreciated if the number of shares of common stock listed above in the column entitled “Amount and Nature of Beneficial Ownership” is added to the number of deferred stock units set forth in this footnote.

(3)

On JulyAugust 31, 2017,2022, there were 129,068,511123,238,543 shares of Common Stockcommon stock outstanding.


Continues on next page►

THE CLOROX COMPANY- 2017 Proxy Statement

25

Table of Contents

(4)

Based on information contained in a report on Schedule 13G/A filed with the SEC on February 10, 2017,9, 2022, The Vanguard Group reported, as of December 31, 2016, sole voting power with respect to 202,284 shares,2021, sole dispositive power with respect to 13,286,63213,982,415 shares, shared voting power with respect to 28,499206,184 shares and shared dispositive power with respect to 228,318517,619 shares.

(5)

Based on information contained in a report on Schedule 13G/A filed with the SEC on January 23, 2017,February 1, 2022, BlackRock, Inc. reported, as of December 31, 2016,2021, sole voting power with respect to 8,566,2429,425,292 shares and sole dispositive power with respect to all shares reported.

(6)

Based on information contained in a report on Schedule 13G filed with the SEC on February 9, 2017,14, 2022, State Street Corporation reported, as of December 31, 2016,2021, shared voting power with respect to 6,540,255 shares and shared dispositive power with respect to all of these8,225,556 shares.

(7)Effective February 6, 2017, Mr. Weiner was appointed to

Richard Carmona is not being re-nominated for re-election in accordance with the Board.Board’s retirement age policy and, therefore, will be retiring from the Board as of the date of the Annual Meeting.

(8)Effective March 31, 2017, Mr. Vlahos retired from the Company.
(9)

Pursuant to Rule 3b-7 of theSecurities Exchange Act of 1934, as amended (Exchange Act), executive officers include the Company’s current CEO and all current executive vice presidents and senior vice presidents. Effective MarchThis figure reflects ownership, as of August 31, 2017, there were 25 current directors and2022, except as indicated above, of the executive officers as a group.of the date of this proxy statement, who are set forth in the Executive Officers section of this proxy statement.


Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports

Section 16(a) of the Exchange Act and SEC regulations require the Company’s directors, certain officers, and holders of more than 10% of the Company’s Common Stockcommon stock to file reports of ownership on Form 3 and changes in ownership on Form 4 or 5 with the SEC. The reporting directors, officers, and 10% stockholdersshareholders are also required by SEC rules to furnish the Company with copies of all

Section 16(a) reports they file. Based solely on its review of copies of such reports received orand written representations from its directors and such covered officers, the Company believes that its directors and officers complied with all applicable Section 16(a) filing requirements during fiscal year 2017.2022, with the exception of four late Form 4s to report one transaction each for Eric Reynolds, Matt Gregory, Tony Matta and Eric Schwartz, all of which were not reported in a timely manner due to an administrative oversight.


26       THE CLOROX COMPANY- 2017

42       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Executive Compensation

Proposal 2:
Advisory Vote to Approve Executive Compensation

We are seeking a non-binding, advisory vote from our stockholdersshareholders to approve the compensation of our named executive officers.NEOs that are listed in the Compensation Discussion and Analysis section of this proxy statement. This proposal gives our stockholdersshareholders 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 Management Development and Compensation Committee,MDCC, which is responsible for designing and administering the Company’s executive compensation program, values the opinions expressed by stockholdersshareholders and encourages all stockholdersshareholders to vote their shares on this matter.

As discussed in the Compensation Discussion and Analysis section of this proxy statement, which begins on page2945, the Company’s compensation programs are designed to align pay with short-performance, by delivering the majority of executive pay through “at-risk” incentive awards that help ensure realized pay is tied to attaining operation goals and long-term financial and strategic objectives to build stockholder value, while providing

a competitive level of compensation to recruit, retain, and motivate talented executives.sustainable appreciation in shareholder value. The Board urges you to consider the factors discussed in the Compensation Discussion and Analysis section when deciding how to vote on this Proposal 2.

At our 20162021 Annual Meeting of Stockholders held on November 16, 2016,Shareholders, our stockholdersshareholders overwhelmingly approved our executive compensation policies, with approximately 93%92% of votes cast in favor of our proposal. We value this positive endorsement by our stockholdersshareholders and believe that the outcome signals our stockholders’shareholders’ support of our compensation program, and we continued our general approach to compensation for fiscal year 2017.2022. We provide our stockholdersshareholders the opportunity to vote on the compensation of our named executive officersNEOs every year. It is expectedyear and expect that the next vote on executive compensation will be at the 20182023 Annual Meeting of Stockholders.Shareholders.



Board of Directors’Board’s Recommendation

The Board unanimously recommends a vote FOR the advisory vote to approve executive compensation.The Company is asking its stockholdersshareholders to support the compensation of the named executive officersNEOs 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 officersNEOs in fiscal year 20172022 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.

Accordingly, the Board recommends a vote FOR the adoption of the following advisory resolution, which will be presented at the Annual Meeting:

“RESOLVED, that the stockholdersshareholders of The Clorox Company approve, on an advisory basis, the compensation of the named executive officers, as disclosed in The Clorox Company’s Proxy Statement for the 20172022 Annual Meeting of StockholdersShareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table, and the other related tables and disclosure.”


THE CLOROX COMPANY - 2022 Proxy Statement

43

Table of Contents

Proposal 2: Advisory Vote to Approve Executive Compensation

Vote Required

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

This vote is advisory, and therefore not binding on the Company, the Board, or the Management Development and Compensation Committee.MDCC. However, the Board and the


Continues on next page►

THE CLOROX COMPANY- 2017 Proxy Statement

27

Table of Contents

Management Development and Compensation Committee MDCC value the opinions of the Company’s stockholdersshareholders and, to the extent there is any significant vote against the named executive officers’NEOs’ compensation as disclosed in the proxy statement, we will consider such stockholders’ concerns

and the Management Development and Compensation CommitteeMDCC will evaluate whether any actions are necessary to address thoseshareholder concerns.

The people designated in the proxy and voting instruction card will vote your shares FOR approval unless you include instructions to the contrary.



44       

Proposal 3:
Advisory Vote on the Frequency of Future Advisory Votes to Approve Executive CompensationTHE CLOROX COMPANY


In accordance with SEC rules, this proposal gives our stockholders the opportunity to indicate how frequently (every year, every two years, or every three years) they want to vote on an advisory basis to approve the compensation of our named executive officers, as disclosed pursuant to the SEC’s compensation disclosure rules, such as the one in Proposal 2 above, which are commonly referred to as “say-on-pay” votes. Stockholders last voted on the

frequency of say-on-pay votes at the 2011 Annual Meeting, at which time stockholders overwhelmingly voted for an annual say-on-pay vote.

By voting on this Proposal 3, stockholders may indicate whether they would prefer an advisory vote to approve named executive officer compensation once every one, two, or three years. Alternatively, you may abstain from voting.



Board of Directors’ Recommendation

The Board recommends a vote for the option of ONE YEAR for the frequency of future advisory votes to approve executive compensation.The Board continues to believe that stockholders should vote on named executive officer compensation every year so that they may provide the Company with their direct input annually. Setting a one-year period for holding this advisory stockholder vote will enhance stockholder communication by providing a clear, simple means for the Company to obtain information on investor sentiment about

our executive compensation philosophy, policies, and practices. In addition, an annual advisory vote to approve executive compensation is consistent with the Company’s policy of seeking input from, and engaging in discussions with, its stockholders on corporate governance matters and its executive compensation program.

Accordingly, the Board recommends a vote for the option of ONE YEAR as the frequency with which stockholders are provided a say-on-pay vote.



Vote Required

While the Board is making a recommendation with respect to this proposal, stockholders are being asked to vote on the choices specified above, and not whether they agree or disagree with the above recommendation. The option of one, two, or three years that receives the affirmative vote of a majority of the votes present in person or represented by proxy and entitled to vote at the Annual Meeting by the stockholders will be the frequency for say-on-pay votes that has been selected by the stockholders. In the event that no option receives a majority of the votes, the Company will consider the option that receives the most votes cast to be

the option selected by the stockholders. However, because this vote is advisory and not binding on the Board or the Company in any way, the Board may decide that it is in the best interests of the Company’s stockholders and the Company to hold a say-on-pay vote more or less frequently than the option selected by the stockholders.

The people designated in the proxy and voting instruction card will vote your shares represented by proxy for the option of ONE YEAR unless you include instructions to the contrary.



28       THE CLOROX COMPANY- 2017 - 2022 Proxy Statement


Table of Contents

Compensation Discussion and Analysis

Executive SummaryIntroduction

This Compensation Discussion and Analysis(CD&A) describes our executive compensation philosophy and program, the compensation decisions made under this program, and the specific factors we considered in making those decisions. This CD&A focuses on the compensation of our “named executive officers”NEOs for fiscal year 2017,2022, who were:

●Name

Benno Dorer– Chairman and

Title
Linda RendleChief Executive Officer(CEO);

●Kevin Jacobsen

Stephen M. Robb–

Executive Vice President –and Chief Financial Officer(CFO);

●Eric Reynolds

Dawn Willoughby– Executive Vice President – Chief Operating Officer(COO);

●

Laura Stein– Executive Vice President – General Counsel and Corporate Affairs;

●

James Foster– Executive Vice President – Product Supply, Enterprise Performance and IT; and

●

Nikolaos A. Vlahos– Former Executive Vice President and Chief Operating Officer

Kirsten MarrinerExecutive Vice President and Chief People & Corporate Affairs Officer
Rebecca Dunphey(1)Senior Vice President and General Manager – Household, Lifestyle and Core Global Functions (retiredSpecialty Division
(1)Ms. Dunphey was hired on March 31, 2017).

21, 2022.

Fiscal Year 2017 Performance Highlights

In fiscal year 2017, despite the increasingly competitive retail environment, Clorox delivered strong results with fiscal year sales growthTable of 4% and volume growth of 6%. This included sales growth in every quarter of the fiscal year and sales and volume improvement in all four of the Company’s reportable segments. The Company also grew diluted net earnings per share from continuing operations by 9%. In addition, the Company maintained its focus on operational efficiencies including lowering selling and administrative expenses and delivering cost savings, and continued to make progress toward its product sustainability improvement, energy, and waste reduction goals.

The Company’s 2020 Strategy aims to accelerate profitable growth by engaging employees as businessowners, increasing brand investment behind superior products and technology that reaches consumers in a dynamic marketplace, expanding its brands into new categories and channels, and driving out waste in its work, processes, and products. Successes for the Company in fiscal year 2017 included:Contents

●Executive Summary

achieving $112 million in cost savings, the Company’s 14th consecutive year of average cost savings in excess of $100 million;

46
●Overview

achieving increased volume of 6%, reflecting gains in all four of the Company’s reportable segments;

46
●Our Company

increasing earnings from continuing operations to $703 million or $5.32 dilutedearnings per share (EPS), versus $648 million or $4.92 diluted EPS in the prior year;

●

leveraging incremental demand-building investments, including product innovation to support category and market share growth;

46
●Fiscal Year 2022 Business Highlights

launching new products in numerous categories, including the Brita® Stream™ pitcher, Burt’s Bees® gloss lip crayon and Burt’s Bees® flavor crystals® lip balm, Clorox Scentiva® line of sprays and wipes, Clorox® Healthcare Fuzion™ cleaner disinfectant, Clorox® Total 360™ electrostatic disinfection system, Fresh Step® Extreme with the power of Febreze® Hawaiian Aloha™ litter and Fresh Step® Extreme with the power of Febreze® lightweight litter, Glad Kitchen Pro™ trash bags, Hidden Valley® Simply Ranch® dressing, and Kingsford® BBQ sauces and Kingsford® long-burning charcoal, among others;

47
●Looking Ahead

continuing to receive external recognition for our leadership in corporate responsibility and sustainability efforts; and

48
●Our Executive Compensation Program

returning excess capital to stockholders through share repurchases, delivering $412 million in dividends to stockholders, and increasing the quarterly dividend by 5% in May 2017.

48

How Pay Was Tied to the Company’s Performance in Fiscal Year 2017

Our fiscal year 2017 results and compensation decisions continue to illustrate that our pay-for-performance philosophy works as intended, with pay being driven by performance in the following ways:

●Executive Compensation Philosophy

48
How We Make Compensation Decisions49
Executive Compensation Governance52
Executive Compensation Framework55
Fiscal Year 2017 Annual Incentive Payout.In alignment with our pay-for-performance philosophy, the annual incentive payout for each2022 Compensation of our named executive officers was close to target due to the Company’s solid operational results compared to the targets established at the beginning of the 2017 fiscal year. The Company’s sales performance exceeded the targets for the fiscal year, while economic profit(EP) performance fell slightly below the target.

Our Named Executive Officers		56
●Base Salary

Fiscal Year 2017 Long-Term Incentive Payout.Our three-year performance share results were well above the financial target for cumulative economic profit and yielded a 150% payout. These awards were granted in September 2014, and payment was determined in August 2017, based on performance over the period commencing July 1, 2014, and ending June 30, 2017. Fiscal years 2015 and 2016 had especially strong results. The cumulative EP results for the three-year period thus resulted in the maximum payout for the Company’s performance shares.


Continues on next page►56
Annual Incentives56
Long-Term Incentives59
Retirement Plans60
Post-Termination Compensation61
Perquisites62
The Management Development and Compensation Committee Report62
Compensation Committee Interlocks and Insider Participation62

THE CLOROX COMPANY- 20172022 Proxy Statement

2945

Table of Contents

Compensation Discussion and Analysis

Executive Summary

Overview

●Clorox continued to experience unprecedented business disruption in fiscal year 2022. In fiscal year 2022, Clorox navigated through unprecedented inflationary pressures, supply chain challenges, and multiple COVID-19 waves. We implemented a broad set of actions within our control to address these issues; however, those actions couldn’t overcome the magnitude of the headwinds we faced.
●Our incentive plan results reflect company performance. Our significantly below-target payout on short-term incentives and below-target payout on long-term incentives align to the disappointing business outcomes in fiscal year 2022.
●The company multiplier for our short-term incentive for fiscal year 2022 was 50%. This result reflected declines in fiscal year 2022 for all three of our underlying metrics: net sales, net earnings attributable to Clorox, and gross margin. Although a material portion of the basis for the company multiplier was attributable to forces outside Clorox’s control, the Management Development and Compensation Committee chose not to apply its discretion to increase the company multiplier.
●Performance share units from our long-term incentive awards vesting in 2022 paid out at 89%. The performance-based award vesting in fiscal year 2022 was based on economic profit (EP) growth during fiscal years 2020 through 2022, covering one breakout year with extremely high EP growth, one year of lower-than-expected EP growth, and one year of below-threshold EP growth.
●The Management Development and Compensation Committee continues to evolve our program. As we look ahead to fiscal year 2023, anticipating continued volatility and unpredictability, we remain committed to our philosophy of pay for performance. In consideration of target performance goals for fiscal year 2023 being set below historic Clorox norms due to the challenging operating environment, we applied a payout ceiling equal to 75% of target for performance share units if a threshold adjusted EPS level is not attained over the three-year performance period. The committee will continue to evaluate incentive plan changes based on the evolution of our competitive market and Clorox’s long-term transformational business plan.

Fiscal 2022 Net Sales

$7,107M

-3% from prior fiscal year

Fiscal 2022 Net Earnings Attributable to Clorox

$462M

-35% from prior fiscal year

Fiscal 2022 Gross Margin

35.8%

-780 basis points from prior fiscal year

Three-Year Total Shareholder Return1

-2.4%

Our Company

Clorox is a leading multinational manufacturer and marketer of consumer and professional products with about 9,000 employees worldwide as of June 30, 2022. Clorox markets some of the most trusted and recognized consumer brand names, including our namesake bleach and cleaning products; Pine-Sol cleaners; Liquid-Plumr clog removers; Poett home care products; Fresh Step cat litter; Glad bags and wraps; Kingsford grilling products; Hidden Valley dressings, dips, seasonings, and sauces; Brita water-filtration products; Burt’s Bees natural personal care products; and RenewLife, Rainbow Light, Natural Vitality, and NeoCell vitamins, minerals and supplements. We also market industry-leading products and technologies for professional customers, including those sold under the CloroxPro and Clorox Healthcare brand names. More than 80% of our net sales are generated from brands that hold the No. 1 or No. 2 market share positions in their categories.

____________________

1Overall change in price per share, plus dividends, during the three fiscal years beginning July 1, 2019 and ending June 30, 2022.

46       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Compensation Discussion and Analysis

Our ongoing IGNITE strategy accelerates innovation in key areas to drive growth and deliver value for both our shareholders and society. Specifically, IGNITE focuses on four strategic choices to achieve long-term, profitable growth: Fuel Growth, Innovate Experiences, Reimagine Work, and Evolve Portfolio. Integrated goals for ESG performance are focused in the areas of Healthy Lives, Clean World, and Thriving Communities. See Our IGNITE Strategy and Integrated ESG Pillars in this proxy statement for more information about IGNITE.

Fiscal Year 2022 Business Highlights

●In fiscal year 2022, the ongoing COVID-19 pandemic continued to cause economic and societal disruptions as well as ongoing volatility. Significant supply chain challenges and, more recently, the conflict in Ukraine contributed to rising cost inflation and ongoing uncertainties in the marketplace.
●In fiscal year 2022, our net sales decreased 3% and diluted EPS decreased 33% compared to the prior fiscal year in which there was elevated demand for essential household products, especially cleaning and disinfecting products, as a result of the COVID-19 pandemic. Other conditions factoring into the volatile environment included ongoing uncertainty related to the global pandemic, persistently high manufacturing and logistics costs, commodity costs, and the conflict in Ukraine, which further exacerbated supply chain challenges.
●We continued our longtime commitment to providing value to shareholders through regular dividends. During fiscal year 2022, Clorox paid $571 million in dividends to shareholders. In July 2022, we announced an increase of 2% in our quarterly dividend, continuing our established trend of annual increases to the quarterly dividend for more than 20 consecutive years, and annual dividend payments for more than 50 consecutive years.
●Guided by our IGNITE strategy, we remained focused on making significant investments in our strong brands and strategic digital capabilities to drive long-term value creation. These investments were made to support category growth and market share improvements. Clorox launched new products in 28 categories in fiscal year 2022, including Clorox disinfecting mists; Clorox multipurpose cleaner concentrate; Glad ForceFlexPlus trash bags in Cherry Blossom scent; Glad ForceFlexPlus with Clorox trash bags in Eucalyptus and Peppermint scent; Glad compostable drawstring bags (Canada); Glad to Be Green 50% ocean bound plastic recycled trash bags (Australia); Fresh Step Outstretch cat litter; Kingsford Signature Flavors charcoal, pellets and flavor boosters for charcoal and pellet grills; and Neocell collagen powders and gummies.
●As announced in August 2021, a significant long-term investment in digital capabilities and productivity enhancements—our Digital Transformation—will continue to shape our outlook for fiscal year 2023 and beyond. Clorox is investing approximately $500 million over five years beginning in fiscal year 2022 on these operating and capital expenditures. Our Digital Transformation includes replacing our enterprise resource planning system and transitioning to a cloud-based platform as well as implementing a suite of other digital technologies to generate efficiencies and better position Clorox in supply chain, digital commerce, innovation, and brand building over the long term.
●In international markets, Clorox delivered net sales growth in fiscal year 2022 behind ongoing consumer demand for cleaning and disinfecting products, as well as other household essentials including cat litter, bags and wraps, and water-filtration products. Our international business continues to play an important strategic role, with brands holding the No. 1 or No. 2 market share positions in the majority of categories and countries where we operate.
●We continued to make progress on our ESG goals, which are integrated into the IGNITE strategy and throughout the business. Notably, to advance the Clean World pillar, we created an internal roadmap for our net zero and science-based targets, including engaging key business units and activating a plan to engage top suppliers to reduce emissions. Additionally, a second 12-year virtual power purchase agreement was announced, continuing Clorox’s commitment to 100% renewable electricity for our U.S. and Canadian operations. Efforts to reduce packaging waste advanced, including internal initiatives to deliver more recycle-ready materials and address post-consumer recycled content material cost and availability, as well as influence ongoing dialogue with the recycling industry through Clorox’s membership in the U.S. Plastics Pact. In support of the Thriving Communities pillar,

THE CLOROX COMPANY - 2022 Proxy Statement

47

Table of Contents

Compensation Discussion and Analysis

this year we launched an environmental justice initiative to provide better access to green spaces for underserved communities. Through the Healthy Parks Project, The Clorox Company Foundation plans to invest in community parks in support of Clorox’s purpose and ESG focus on the interconnectedness of environmental and social sustainability.
●Clorox has been broadly recognized for our corporate responsibility efforts. This includes recognition in the Human Rights Campaign Foundation’s Corporate Equality Index 2022 as one of the Best Places to Work for LGBTQ+ Equality; being listed on the 2022 Bloomberg Gender-Equality Index, which tracks the performance of public companies committed to transparency in gender-data reporting; and inclusion on Barron’s 100 Most Sustainable U.S. Companies list.

Looking Ahead

In fiscal year 2023, we anticipate ongoing challenges that may impact our sales and margins, including continued uncertainty related to the COVID-19 pandemic, persistently high manufacturing, logistics, and commodity costs, continued effects from the conflict in Ukraine, evolving consumer behaviors, high levels of competition in select categories, a more competitive and evolving retail environment, changes in foreign currency exchange rates, and an uncertain macroeconomic environment in the U.S. and in many international markets.

As announced in August 2022, we will be implementing a streamlined operating model beginning in the first quarter of fiscal year 2023 to advance our IGNITE strategy and as part of our response to these challenges. Our goal is to be closer to our consumers and customers so we can more effectively anticipate what’s coming and better meet their increasing expectations, understand the end-to-end implications of our choices, and execute better—all while reducing costs to be a more streamlined and efficient company. The changes are essential to position Clorox for long-term success.

Our Executive Compensation Program

Executive Compensation Philosophy

The keyA core principle of our compensation philosophy is to align pay with performance. We do so by delivering the majority of executive pay through “at-risk” variable incentive awards that help ensure that realized pay is tied to attainment of critical operational goals and sustainable

appreciation in stockholdershareholder value. In fiscal year 2017, approximately 86% of the targeted compensation for our CEO and approximately 70% of the targeted compensation for our other named executive officers was directly tied to the achievement of short- and long-term operating goals and total stockholder return. This approach is designed to accomplish the following:



ElementObjective     ObjectiveHow we achieve this
Pay for PerformanceReward

We reward performance that drives achievement of the Company’sClorox’s short- and long-term goals and, ultimately, stockholder valueshareholder value.

Align Management and
StockholderShareholder Interests		 Align the interests of our executive officers with our stockholders by using

We provide long-term, equity-based incentives and encourage a culture of ownership with stock retention guidelines, andguidelines. We reward executive officers for sustained Companycompany performance as measured by operating results and total stockholder returnshareholder return.

Attract, Retain, and Motivate
Talented Executives		Maintain

We maintain market-based pay targets and a program design thatallow the Company allows Clorox to be a magnet for high-performing executivesexecutives.

Address Risk-Management
Considerations		Motivate

We motivate our executives to create long-term stockholdershareholder value and discourage behavior that could lead to unnecessary or excessive risk-taking by providing abalance of fixed and at-risk pay, andwith short-term and long-term performance horizons, using a variety of metrics tied to key drivers of sustainable value creationcreation.

Support Financial EfficiencyHelp

We ensure that cash- and equity-based incentive payouts are appropriately supporteddriven by performance,, and design awards in a way that is intended to be treated as performance-based compensation that is tax-deductible by the Company under Internal Revenue Code(IRC) Section 162(m), as appropriate


In 2017, theManagement Development and CompensationCommittee undertook a detailed assessment of the Company’s overall compensation program for alignment to our business strategy, our stockholders’ interests, our pay-for-performance philosophy, and market practices. This review resulted in various changes to the annual and long-term incentive programs, which are effective beginning with fiscal year 2018, as described in greater detail below.minimize unnecessary accounting charges.

What We Have and Don’t Have – Elements of Our Executive Compensation Program

The following elements of our executive compensation program reflect our continued commitment to our compensation philosophy:

What We Have

✓An executive compensation program designed to further the Company’s strategy and mitigate inappropriate risk;
✓Different performance horizons for the goals within our annual and long-term incentive plans;
✓Use of economic profit as a rigorous incentive metric;
✓Stringent stock ownership and retention guidelines for all of our executives;
✓A prohibition on speculative transactions involving the Company’s stock, including hedging and pledging;
✓Stock options that vest over a four-year period and have an exercise price equal to fair market value of our Common Stock on the date of grant;
✓Clawback provisions in both our annual and long-term incentive plans;
✓Double-trigger change in control provisions for all equity awards;
✓Reasonable cash severance provisions to support talent retention and attraction objectives, promote orderly succession planning, and avoid individual negotiation with exiting executives, thus eliminating the need for individual employment agreements;
✓Modest perquisites supported by sound business rationale;
✓Annual review of our executive compensation program by the Committee, which yielded changes to the annual and long-term incentive programs to be effective infiscal year 2018; and
✓Use of an independent compensation consultant who does not provide any additional consulting services to the Company.

What We Don’t Have

ØEmployment contracts for any executives;
Ø

Stock option re-pricing without stockholder approval;

ØPayment of dividends or dividend equivalents on unvested or unearned performance shares; and
ØTax gross-ups for any employee, including executive officers.


30       THE CLOROX COMPANY- 2017

48       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Compensation Discussion and Analysis

Components ofOur Executive Compensation Program

The table below outlines the components of our executive compensation program, their purposes, and certain characteristics of these components.

ComponentPurposeCharacteristics
Base SalaryCompensate named executive officers for their role andFixed component.
level of responsibility, as well as individual performance.
Annual Incentives(1)Promote the achievement of the Company’s annualPerformance-based cash bonus opportunity.
corporate financial and strategic goals, as well as
individual objectives.
Long-Term Incentives(1)Promote the achievement of the Company’s long-termValues of performance share grants and stock
corporate financial goals and stock price appreciation.option awards vary based on actual Company
financial and stock price performance.
Retirement PlansProvide replacement income upon retirement (a long-termFixed component; however, Company
retention incentive).contributions vary based on pay and
employee contributions.
Post-TerminationProvide contingent payments to attract and retain namedOnly payable if a named executive officer’s
Compensationexecutive officers and promote orderly succession foremployment is terminated under specific
key roles.circumstances as described in the applicable
severance plan.
PerquisitesProvide other benefits competitive with the compensationFinancial planning, Company car or car
peer group and encourage executives to proactivelyallowance, paid parking, annual executive
manage their health and financial wellness.physical, and health club allowance.

(1)Payouts under the annual and long-term incentive plans are determined based on the achievement of objectives established by the Committee at the beginning of the performance period. The performance period is one year for the cash awarded under the Annual Incentive Plan, which is further describedin What We Pay: Components of Our CompensationProgram and three years for the performance shares awarded under the long-term incentive plan. Specific financial goals cannot be changed during the performance period, except in accordance with principles set by the Committee at the time the goals were established, which, in the case of our long-term incentive plan, provide for adjustments in limited circumstances, including acquisitions, restructuring charges, or significant changes to generally accepted accounting principles, and only if the adjustments exceed a specified minimum financial impact to the Company.

How We Make Compensation Decisions

Roles and Responsibilities in Setting Executive Compensation

Management Development and Compensation Committee.The Committee is made up entirely of independent directors as defined by our Governance Guidelines and NYSE listing standards. The Committee regularly reviews the design and implementation of our executive compensation program and reports on its discussions and actions to the Board. In particular, the Committee (i) oversees our executive compensation program, (ii) approves the performance goals and strategic objectives for our named executive officers, evaluates results against those targets each year, and determines and approves the compensation of our CEO (after consulting with the other independent members of the Board) and our other named executive officers, as well as officers at or above the level of senior vice president and any other officers covered by Section 16 ofthe Exchange Act, and (iii) makes recommendations to the Board with respect to the structure of overall incentive and equity-based plans.

The Committee makes its determinations regarding executive compensation after consulting with management and the Committee’s independent compensation consultant (as further described below), and its decisions are based on a variety of factors, including the Company’s performance, individual executives’ performance, peer group data, and input and recommendations from the independent compensation consultant.

In 2017, the Committee conducted a comprehensive examination of the Company’s compensation plan design, evaluating the program for alignment to the Company’s business strategy, the interests of our stockholders, our pay-for-performance philosophy, and market practices. After an extensive review, which included discussion with and support from the Committee’s independent compensation consultant, consideration of stockholder input, and review of compensation data from other companies (including our compensation peer group and other companies in our industry or comparable geographies and talent markets), the Committee approved various changes to both the annual and long-term incentive programs, as describedin Changes to the Annual Incentive Program for Fiscal Year


Roles and Responsibilities in Setting Executive Compensation

Management
Development and
Compensation
Committee

The MDCC regularly reviews the design and implementation of our executive compensation program and reports on its discussions and actions to the Board. The MDCC oversees our executive compensation program; approves the performance goals and strategic objectives for our NEOs and evaluates results against those targets each year; determines and approves the compensation of our CEO (after consulting with the other independent members of the Board), our other NEOs, and other executives, including those covered by Section 16 of the Exchange Act; and approves the structure of overall incentive and equity-based plans.

The MDCC makes its determinations regarding executive compensation based on a variety of factors, including Clorox’s performance, individual executives’ performance, peer group data, and input and recommendations from the independent compensation consultant and management.

The MDCC evaluates individual performance based on the performance of the business or operations for which the executive is responsible, including the individual’s contribution to achieving ESG-related goals (as described in the Continues on next pageFiscal Year 2022 Compensation of Our Named Executive Officers ►section of this proxy statement), the individual’s skill set relative to industry peers, overall experience and time in the position, the critical nature of the individual’s role, difficulty of replacement, expected future contributions, readiness for promotion to a higher level, and role relative to that of other executives.

In determining the compensation package for each of our NEOs other than our CEO, the MDCC receives input and recommendations from our CEO and our Executive Vice President and Chief People & Corporate Affairs Officer. NEOs do not have a role in the determination of their own compensation.

 

Board of Directors

The independent members of the Board undertake a thorough process to review our CEO’s annual performance, with each independent director providing candid feedback and observations that are then shared in aggregate with our CEO. The Board considers a variety of substantive factors it has identified as being most important for effective CEO performance, with a focus on strategy, people, and operations. The full Board discusses the evaluations of our CEO’s performance against these factors and then provides its input on CEO compensation to the MDCC.

The MDCC, after evaluating input from the Board and its independent compensation consultant, makes a final determination on our CEO’s compensation. Our CEO does not have a role in her own compensation determination other than participating in a discussion with the Board regarding her performance relative to specific targets and strategic objectives set at the beginning of the fiscal year, which the Board considers in both its compensation determination and when setting performance targets for the upcoming fiscal year.


THE CLOROX COMPANY- 20172022 Proxy Statement

3149

Table of Contents

2018 and Changes to the Long-Term Incentive Program for Fiscal Year2018 under What We Pay: Components of Our Compensation Program. These changes will be effective beginning fiscal year 2018.

The Committee evaluates individual performance based on the performance of the business or operations for which the executive is responsible, the individual’s skill set relative to industry peers, overall experience and time in the position, the critical nature of the individual’s role, difficulty of replacement, expected future contributions, readiness for promotion to a higher level, role relative to that of other executive officers, and, in the case of externally recruited named executive officers, compensation earned with a prior employer.

In determining the compensation package for each of our named executive officers other than our CEO, the Committee receives input and recommendations from our CEO and our Senior Vice President – Chief People Officer. Named executive officers do not have a role in the determination of their own compensation, but named executive officers other than our CEO do discuss their individual performance objectives with our CEO. The Committee currently consists of Dr. Carmona and Messrs. Fleischer, Mackay and Noddle.

Board of Directors.The independent members of the Board undertake a thorough process during which they review our CEO’s annual performance, and each independent director provides candid feedback and observations that are shared in aggregate with our CEO. The Board considers a variety of substantive factors it has identified as being most important for effective CEO performance, with a focus on strategy, people, operations, and values. The full Board discusses the evaluations of our CEO’s performance against these factors and then provides its compensation recommendations to the Committee. The Committee, after evaluating the Board’s recommendations and receiving input from the independent compensation consultant, then makes a final determination on our CEO’s compensation. Our CEO does not have a role in his own compensation determination other than participating in a discussion with the Board regarding his performance relative to specific targets and strategic objectives set at the beginning of the fiscal year, which the Board considers in both its compensation determination and when setting performance targets for the upcoming fiscal year.

Independent Compensation Consultant.The Committee retains the services of an independent compensation consulting firm to assist it in the performance of its duties. During fiscal year 2017, the Committee used the services of Frederic W. Cook & Co., Inc. FW Cook’s work with the Committee included data analysis and guidance and recommendations on the following topics:

compensation levels relative to our peers, market trends in incentive plan design, risk and reward structure of executive compensation plans, and other policies and practices, including the policies and views of third-party proxy advisory firms. FW Cook also assisted in the evaluation and implementation of changes to the Company’s incentive plans, which are effective for fiscal year 2018 and are describedin Changes to the Annual Incentive Program for Fiscal Year2018 and Changes to the Long-Term Incentive Program for Fiscal Year2018 under What We Pay: Components of Our Compensation Program. See the sectionentitled Independence of the CompensationConsultant for a discussion of FW Cook’s independence from management.

Chairman and Chief Executive Officer.Our CEO makes compensation recommendations to the Committee for all executive officers other than himself. In making these recommendations, our CEO evaluates the performance of each executive officer and considers his or her responsibilities as well as the compensation analysis provided by the independent compensation consultant.

Other Members of Management.Senior human resources management provides analyses regarding competitive practices and pay ranges, compensation and benefit plans, policies and procedures for equity awards, perquisites, general compensation, and benefits philosophy. Senior human resources, legal, and, from time to time, finance executives attend non-executive sessions of Committee meetings to provide additional perspective and expertise.

Independence of the Compensation Consultant

Pursuant to its charter, the Committee is authorized to retain, oversee, and terminate any consultants as it deems necessary, as well as to approve the fees and other retention terms of any such consultants. Prior to retaining a compensation consultant or any other external advisor, from time to time as the Committee deems appropriate but at least annually, the Committee assesses the independence of the advisor from management. In evaluating FW Cook, the Committee’s compensation consultant, the Committee took into consideration all factors relevant to FW Cook’s independence, including the following factors specified in the NYSE listing standards:

●other services provided to the Company by FW Cook or any of its affiliates;
●

the fees paid by the Company to FW Cook as a percentage of FW Cook’s total revenue;

●

the policies and procedures of FW Cook that are designed to prevent a conflict of interest;



32       THE CLOROX COMPANY- 2017 Proxy Statement

Table of Contents

Compensation Discussion and Analysis

●Independent
Compensation
Consultant		any business

The MDCC retains the services of an independent compensation consulting firm to assist it in the performance of its duties. During fiscal year 2022, the MDCC used the services of FW Cook. FW Cook’s work with the MDCC included data analysis, guidance, and recommendations on the following topics: compensation levels relative to our peers, market trends in incentive plan design, risk and reward structure of executive compensation plans, and other policies and practices, including the policies and views of third-party proxy advisory firms.

FW Cook has provided the MDCC with appropriate assurances and confirmation of its independent status in accordance with the MDCC’s charter and other considerations, including factors specified in the NYSE listing standards. The MDCC believes FW Cook has been independent throughout its service to the MDCC and that there is no conflict of interest between FW Cook or personal relationship between individuals at FW Cook performing consulting services forand the Committee and a Committee member;

●

any ownership of Company stock by the individuals atMDCC, Clorox’s executive officers, or Clorox. FW Cook performing consultingdoes not work for Clorox apart from its services forto the Committee; andMDCC.

●

any business or personal relationship between individuals at FW Cook performing consulting servicesChief Executive Officer

Our CEO makes compensation recommendations to the MDCC for all executive officers other than herself. In making these recommendations, our CEO evaluates the Committee and an executive officerperformance of the Company.executive officers and considers their responsibilities as well as the compensation analysis provided by the independent compensation consultant.

Other Members of
Management		Senior human resources management provides analyses regarding competitive practices and pay ranges, compensation and benefit plans, policies and procedures for equity awards, perquisites, general compensation, and benefits philosophy. Senior human resources, legal, and finance executives attend non-executive sessions of the MDCC meetings to provide additional perspective and expertise.

FW Cook has providedSay-on-Pay Vote and Shareholder Engagement

At our 2021 Annual Meeting of Shareholders, we asked our shareholders to approve, on an advisory basis, our fiscal year 2021 compensation awarded to our NEOs, commonly referred to as a “say-on-pay” vote. Our shareholders overwhelmingly approved the Committeecompensation to our NEOs, with appropriate assurancesapproximately 92% of votes cast in favor of our proposal. We believe this outcome signals our shareholders’ support of our compensation program. We continued our general approach to compensation for fiscal year 2022, specifically our pay-for-performance philosophy and confirmationour efforts to attract, retain, and motivate our NEOs. We value the opinions of its independent status in accordance withour shareholders and will continue to consider the Committee’s charter and other considerations. The Committee believes that FW Cook has been independentresults from advisory votes on executive compensation, as well as feedback received from our shareholders throughout its service to the Committee and that there is no conflictyear, when making compensation decisions for our NEOs.

Use of interest between FW Cook or

individuals at FW Cook and the Committee, the Company’s executive officers, or the Company.

Our Peer GroupMarket Data

The CommitteeMDCC uses a peer group of consumer products companies (the(the compensation peergroup) to help determine competitive compensation rates for the Company’sour executive officers, including the named executive officers.NEOs. The compensation peer group was selected by the Committee based on the factors described below,MDCC, with input from FW Cook. The compensation peer group is used to evaluate both the levels of executive compensation and compensation practices within the consumer products industry.

50       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

For fiscal year 2017,Compensation Discussion and Analysis

The MDCC reviews the compensation peer group was composed ofannually, and makes adjustments as needed, to ensure the following 19 companies:



Avon Products, Inc.General Mills, Inc.Molson Coors Brewing Company
Campbell Soup CompanyThe Hershey CompanyNewell Rubbermaid Inc.
Church & Dwight Co., Inc.Hormel Foods CorporationRevlon, Inc.
Colgate-Palmolive CompanyThe J.M. Smucker CompanyS.C. Johnson & Son, Inc.
Dr. Pepper Snapple Group, Inc.Kellogg CompanyTupperware Brands Corporation
Edgewell Personal CareMcCormick & Company, Incorporated
The Estee Lauder Companies Inc.Mead Johnson Nutrition Company

companies included continue to meet relevant criteria. To determine the compensation peer group for each year, the CommitteeMDCC considers companies that:

●holdHold leadership positions in branded consumer products;products.
●

areAre of reasonably similar size based on market capitalization and revenue;

revenue.
●

competeCompete with the CompanyClorox for executive talent; and

talent.
●

haveHave executive positions similar in breadth, complexity, and scope of responsibility to those of the Company.

Clorox.

The Committee annually reviews and makes adjustments toFor fiscal year 2022, the compensation peer group as appropriate to ensure thatwas composed of the following 18 companies:

Campbell Soup CompanyGeneral Mills, Inc.McCormick & Company, Inc.
Church & Dwight Co., Inc.The Hershey CompanyNewell Brands Inc.
Colgate-Palmolive CompanyHormel Foods CorporationPost Holdings, Inc.
Conagra Brands, Inc.The J.M. Smucker CompanyRevlon, Inc.
Edgewell Personal Care CompanyKellogg CompanyReynolds Consumer Products Inc.
The Estée Lauder Companies Inc.Keurig Dr Pepper Inc.S.C. Johnson & Son Inc.

At the time of our peer group companies continue to meet the relevant criteria. There were no changes to the compensation peer group for this fiscal year.

The Companyreview in May 2022, Clorox was at the 37th34th percentile for revenue 52nd percentile for net income, and 49th45th percentile for market capitalization compared with the compensation peer group.



Fiscal Year 2017 Compensation of Our Named Executive Officers

Forgroup in effect for the fiscal year 2017, management2022 compensation analysis.

Management engaged Aon Hewitt to obtain and aggregate compensation data for the compensation peer group.group in fiscal year 2022. This data was used to advise the CommitteeMDCC on setting target compensation for our named executive officers.NEOs for fiscal year 2022. FW Cook reviewed this information and performed an independent compensation analysis of the compensation peer group data to advise the Committee.MDCC. Although each individual component of executive compensation is reviewed, particular emphasisour overall goal is placed

on targetingto target total direct compensation within 15% ofcompetitive with the median target dollar amounts of compensation of the compensation peer group. Other factors, such as an executive’s level of experience, may result in target total direct compensation for individual named executive officersNEOs being set above or below this median range. For fiscal year 2017, each named executive officer’s target total compensation is within 15% of the compensation peer group median.


Continues on next page►

THE CLOROX COMPANY- 20172022 Proxy Statement

3351

Table of Contents

Compensation Discussion and Analysis

Executive Compensation Governance

We are focused on creating an effective compensation program that successfully aligns our key strategic objectives with the interests of our shareholders. We believe our executive pay is reasonable and provides appropriate incentives to our executive officers to achieve our financial and strategic goals without encouraging them to take excessive risks in their business decisions. To reinforce this, we have adopted policies that guide our compensation practices as summarized below.

We Do…We Do Not…
✓Vary our incentive plans: We use different metrics and performance horizons for the goals within our annual and long-term incentive plans.
✓Focus on financial measures relevant to shareholder value: We use economic profit as a rigorous long-term incentive metric and net sales, net earnings, and gross margin for our annual incentive metrics.
✓Require meaningful ownership: We apply stringent stock ownership and retention guidelines for all our executives.
✓Operate clawback provisions: Both our annual and long-term incentive plans include clawback provisions.
✓Use a double-trigger: Change-in-control provisions for all equity awards require both change in control and termination.
✓Engage with shareholders: We have ongoing discussions with key institutional investors, including on the topic of compensation.
✓Engage an independent consultant: The MDCC engages a consultant and assesses their independence annually.
✕Provide employment contracts: All executives are employed at will.
✕Reprice stock options: Any stock option re-pricing would require shareholder approval in advance.
✕Pay unearned dividends: No dividends or dividend equivalents are paid on unvested equity awards.
✕Pay tax gross-ups: No tax gross-ups are provided by Clorox to executives under any circumstances.
✕Provide excessive benefits or perquisites: Benefits and perquisites are limited, reflecting market benchmarks.
✕Permit hedging or pledging: Our policy prohibits hedging and pledging of Clorox stock.
✕Encourage inappropriate risk-taking: The MDCC and its independent consultant annually review incentive design for unintended consequences.

Tally Sheets. To help ensure our executive compensation design is aligned with our overall compensation philosophy of pay for performance and total compensation levels are appropriate, the MDCC annually reviews compensation tally sheets for each of our NEOs. These tally sheets outline current target total compensation, the potential wealth creation of long-term incentive awards granted to our officers under various potential stock prices, and the potential value of payouts under various termination scenarios. These tally sheets help provide the MDCC with a comprehensive understanding of all elements of our compensation program and enable the MDCC to consider changes to our compensation program, arrangements, and plans considering best practices and emerging trends.

Stock Award Granting Practices. Clorox grants long-term incentive awards each September at a regularly scheduled MDCC meeting, which typically occurs during the third week of the month. The meeting date is the effective grant date for the awards, and the exercise/grant price is equal to the closing price of our common stock on that date.

The MDCC may also occasionally grant equity-based awards at other times to recognize, retain, or recruit executive officers.

Executive Stock Ownership Guidelines. To maintain alignment of the interests of our executive officers and our shareholders, all executive officers are expected to build and maintain a significant level of direct stock ownership. Ownership levels may be achieved over time in a variety of ways, such as by retaining

52       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Compensation Discussion and Analysis

stock received upon the exercise of stock options or the vesting of stock awards or by purchasing stock in the open market. At a minimum, executive officers are expected to establish and maintain direct ownership of common stock having a value equal to a multiple of each executive officer’s annual base salary: six times base salary for the CEO, three times base salary for NEOs and non-NEO members of the Clorox Executive Committee, and two times base salary for other executives. The following table reflects the guidelines and our NEOs’ ownership requirement status, as of September 19, 2022:

NameOwnership Guideline
(Salary Multiple)		Guideline Met
Linda Rendle(1)6xNo
Kevin Jacobsen3xYes
Eric Reynolds3xYes
Kirsten Marriner3xYes
Rebecca Dunphey(2)3xNo
(1)Ms. Rendle became subject to a higher ownership requirement upon her appointment as CEO effective September 14, 2020 (from three times to six times base salary).
(2)Ms. Dunphey was hired on March 21, 2022, and the ownership requirement of three times base salary became effective immediately.

Ownership levels are based on shares of common stock owned by the NEO or held pursuant to Clorox plans, including performance share units (PSUs) that have vested and been deferred for settlement. Unexercised stock options and units that have not vested due to time or performance restrictions are excluded from the ownership calculations.

Retention Requirements. Executive officers are required to retain a certain percentage of shares obtained upon either the exercise of stock options or the release of restrictions on PSUs and restricted stock units (RSUs). All executive officers are expected to retain 75% of net shares acquired after tax withholding until the minimum ownership level is met. After attaining the minimum ownership level, our CEO must retain 50% of net shares acquired after tax withholding until retirement or termination, and other executive officers must retain 25% of net shares acquired after tax withholding for one year after receipt.

Securities Trading Policy and Prohibition on Hedging and Pledging. To ensure alignment of the interests of our shareholders with all of our directors, officers, employees, and consultants, our Insider Trading Policy does not permit any director, officer, employee, or consultant of Clorox either (1) to trade in the stock or other securities of any company when aware of material nonpublic information about that company, including Clorox as well as any customers or suppliers of Clorox or firms with which Clorox may be negotiating a major transaction, or (2) to engage in short-term or speculative transactions or derivative transactions involving Clorox stock. This policy includes prohibitions on options trading and hedging and restrictions and cautions on pledging Clorox stock as collateral.

The Insider Trading Policy’s prohibition on engaging in hedging transactions in Clorox securities covers the purchase of a financial transaction instrument, or otherwise engaging in a transaction that hedges or offsets, or is designed to hedge or offset, any decrease in the market value of Clorox’s equity securities that were granted as part of the individual’s compensation or that the individual holds directly or indirectly. The following transactions are expressly prohibited by this policy:

●Short sales (selling Clorox securities you do not own).
●Transactions involving publicly traded options or other derivatives whose value is tied to Clorox securities, including trading in or writing puts or calls on Clorox securities.
●Pre-paid forward contracts.
●Collars.

Directors, executive officers, the principal accounting officer, and 10% beneficial owners of Clorox common stock are also prohibited from borrowing against the value of any Clorox stock they own using a margin account or other pledge of Clorox stock as collateral.

THE CLOROX COMPANY - 2022 Proxy Statement

53

What We Pay: ComponentsTable of Our Contents

Compensation ProgramDiscussion and Analysis

Trading of Clorox’s securities by directors, executive officers and certain other employees who are so designated from time to time (collectively, Insiders) is permitted only during announced trading periods or in accordance with a previously established trading plan that meets SEC requirements. At all times, including during announced trading periods, Insiders are required to obtain preclearance from our chief legal officer or corporate secretary prior to executing any transactions in Clorox securities, unless those sales occur in accordance with a previously established trading plan that meets SEC requirements.

Clawback Provisions. Effective February 9, 2021, the MDCC adopted a Clawback Policy related to incentive compensation granted, promised, or paid to certain current and former executive officers (and others as the MDCC may determine) on or after the effective date. Under the terms of the Clawback Policy:

●In the event a covered individual engages in conduct materially detrimental to Clorox (including, but not limited to, the name, business interests, or corporate, brand, business, or other reputation of Clorox), the MDCC may recoup incentive compensation paid to such individual at any time up to three years after the end of the year in which it vested or was paid.
●In the event of a restatement of Clorox financial statements, the MDCC may recoup incentive compensation paid to a covered individual during the three-year period preceding the announcement of the restatement that would not have been paid based upon the restated results if the covered individual’s fraud or intentional misconduct was a significant contributing factor to the restatement.

Certain of our existing compensation plans and agreements, including the AIP and our long-term incentive plan award agreements, contain a provision providing for clawback of the incentive compensation following a restatement of Clorox financial statements. The Clawback Policy incorporates such existing provisions without any material changes, to consolidate all clawback-related provisions into a single policy.

Tax Deductibility Limits on Executive Compensation. Section 162(m) of the Internal Revenue Code (IRC) limits the federal income tax deductibility of compensation paid to our covered employees to $1 million per year. In setting executive compensation, the MDCC does not take this limit on deductibility into account.

54       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Compensation Discussion and Analysis

Executive Compensation Framework

A substantial portion of our targeted executivetarget total direct compensation for our executives is at-risk variable, compensation, with 86%88% of compensation at risk for our CEO and 70%82% of compensation at risk on average for all of our other named executive officers being at-risk.NEOs. Base salary is the

only fixed compensation component as outlined in the following charts, which reflect target compensation for fiscal year 2017.


of direct compensation.

Component and RationaleCEO
ProportionCompensation Mix - CEO(1)		NEO(2)
Proportion(1)		Performance
Measures		Performance
Period		Characteristics

Compensation Mix - AverageBase Salary

Fixed pay to attract and retain talent, based on role, level of All Other NEOs(1)responsibilities, and individual performance.

●N/A
N/AFixed cash

Annual Incentives

Variable pay to incent and recognize performance in areas of short-term strategic importance.

●Annual net sales (50%)
●Net earnings (30%)
●Gross margin (20%)
●Individual performance goals

One Year

Performance-based cash

Long-Term Incentives

Equity-based pay to incent and recognize performance in areas of long-term strategic importance, promote retention and stability, and align executives with shareholders.

●Three-year annual economic profit growth rate
●Variation in underlying stock price due to overall business results
Three YearsPSUs, stock options, and RSUs


(1)Compensation mixProportion represents the actual base salary, target annual incentive award, and grant date fair market value of actual long-term incentivesincentive awards granted in fiscal year 2017.2022 (with PSUs measured at target). Percentages are rounded. Refer to the Summary Compensation Table below for further details on actual compensation.
(2)Represents the average of all NEOs active on June 30, 2022, other than the CEO.

Additional elements of our executive compensation program include retirement plans, post-termination compensation, and perquisites as appropriate to support our executive compensation philosophy. Further detail about each element is provided in the discussion below:

THE CLOROX COMPANY - 2022 Proxy Statement

55

Table of Contents

Compensation Discussion and Analysis

Fiscal Year 2022 Compensation of Our Named Executive Officers

Base Salary.Salary

The CommitteeMDCC generally seeks to establish base salaries for our named executive officers within 15% ofNEOs competitive with the median of the compensation peer group. The Committee considered factors such as theSalaries vary in relation to each executive’s specific role, level of experience, and sustained performance as well as the compensation peer group market data, in determining each named executive officer’sover time. For fiscal year 2022, base salary for fiscal year 2017. Changes in base salary are approved by the Committee in September and become effective in October of each year. All base salaries that went into effect in October 2016 for the named executive officers, excluding our CEO, werechanges within this target pay range withwere approved by the exception of Mr. Foster, who was slightly below the range given his tenure as an Executive Vice President with the Company.

After conducting a review for Mr. DorerMDCC in September 2021 and evaluating his individualwent into effect in September 2021.

Name     FY 2022
Base Salary(1)		     Increase in
FY 2022(2)
Linda Rendle$1,125,000         4.7%
Kevin Jacobsen$740,0005.7%
Eric Reynolds$740,0005.7%
Kirsten Marriner$650,0004.0%
Rebecca Dunphey(3)$600,000—
(1)Annualized salary as of June 30, 2022.
(2)Increase relative to salary as of June 30, 2021.
(3)Salary upon hire, as of March 21, 2022.

Based on company performance and overall Company performanceduring fiscal year 2022, management has proposed holding NEO salaries at their current level (with no increases for fiscal year 2016,2023), and the Committee approved a base salary increaseMDCC has agreed. Instead of 5.1% for fiscal year 2017,increases to $1,025,000,

which was within 15% of theguaranteed compensation, peer group median for CEOs. The annual base salary increases for our named executive officers, other than our CEO, ranged from 2.5% to 5.2%, with an average increase of 3.9%. Our CFO’s salary increase was at the high end of the range to bring his salary closer to market median, in recognition of his continued strong performance. The actual base salaries earned by our named executive officers in fiscal year 2017 are listed2023 our NEOs’ opportunity for increased compensation will be focused on at-risk, performance-based pay from the short- and long-term incentive programs.

In addition to her annual salary, Ms. Dunphey received a one-time cash sign-on payment of $750,000 as part of her hire, subject to clawback upon resignation or termination for cause prior to completing one year of employment, to compensate for expected compensation she would otherwise have received inthe Salary column of the Summary Compensation Table.short term from her former employer had she not terminated her employment there to join Clorox.

Annual Incentives.IncentivesThe Company

Clorox provides annual incentive awards to our named executive officersNEOs under the Company’s Executive Incentive Compensation Plan(Annual IncentivePlan).AIP. Payouts under the Annual Incentive PlanAIP are based on the level of achievement of Companycompany performance goals set annually by the Committee, notMDCC, subject to exceed the stockholder-approvedshareholder-approved maximums. These performance goals are tied to Board-approved corporate financial and strategic performance goals and individual objectives, which are described below.objectives.

The AIP balances financial performance with the individual performance of each of our NEOs. The amounts actually paid under the Annual Incentive PlanAIP are based on four factors: (1) a target award for each named executive officer, which is the base salary multiplied by the annual incentive target(Target Award), (2) the Company’s performance measured against



34 THE CLOROX COMPANY- 2017 Proxy Statement

Table of Contents

Compensation Discussion and Analysis

pre-established corporate financial goals(Financial PerformanceMultiplier), (3) the Company’s level of achievement of various strategic metrics(Strategic MetricsMultiplier), and (4) the named executive officer’s individual performance(Individual PerformanceMultiplier), which is

based primarily on the performance of the operations or functions under the individual’s responsibility. The final individual Annual Incentive Plan payout is determined by the following formula:factors:




The Financial Performance Multiplier can range from 0% to 200% based on an objective assessment of Company performance versus goals established by the Committee at the beginning of the year. The Strategic Metrics and Individual Performance Multipliers, which are also determined by the Committee, typically have a much narrower range, which makes the impact they have on the total payout significantly smaller than the Financial Performance Multiplier. Over the past three years, the range for the Strategic Metrics Multiplier was 100% to 110%, and the range for the Individual Performance Multipliers for the named executive officers was

90% to 115%. By comparison, the range for the Financial Performance Multiplier during this same time period was 96% to 171%.

Below is an illustration of the annual incentive calculation, using our CEO’s Annual Incentive Plan payout as an example. The Financial Performance Multiplier was 96% in fiscal year 2017, based on the Company’s performance compared to the targets for annual net sales and EP that were established by the Committee at the beginning of the year. With the CEO’s Individual Performance Multiplier of 110%, this resulted in a final payout that was slightlyabove target.




Continues on next page►(1)A target value for each NEO, which is base salary multiplied by an annual incentive target (Target Award).
(2)Clorox’s performance measured against pre-established corporate financial goals (Company Multiplier). The Company Multiplier can range from 0% to 200% based on an objective assessment of company performance versus goals established by the MDCC at the beginning of the year.

THE CLOROX COMPANY- 2017 Proxy Statement

(3)		35Performance of the operations or functions under the NEO’s responsibility (Individual Multiplier). The Individual Multiplier can range from 0% to 150%. The Individual Multiplier is determined by the MDCC and typically has a narrow range, which makes its impact on the total payout significantly smaller than the Company Multiplier: Over the past three years, the range for Individual Multipliers for the NEOs was 90% to 115%, compared to 50% to 200% for the Company Multiplier during the same period.

Table of ContentsTarget Award

Each of the elements of the annual incentive formula is further described below.

Base Salary. The named executive officer’s actual fiscal year 2017 base salary is the starting point for the annual incentive calculation.

Annual Incentive Target. Each year, the CommitteeMDCC sets an annual incentive target level for each named executive officerNEO as a percentage of his or hertheir base salary, based on an assessment of median bonusshort-term incentive targets in the compensation peer group and other factors such as individual experience, as noted above.experience. The annual incentive target level is generallytypically set near the median of bonusshort-term incentive targets for comparable positions in the compensation peer group. The table below sets forth the targets for the fiscal year 2017 annual incentive awards.


Named Executive Officer56       

Annual Incentive
Target (% of
Base Salary)THE CLOROX COMPANY

Benno Dorer – Chairman and Chief Executive Officer(1) - 2022 Proxy Statement145%
Stephen M. Robb – Executive Vice President – Chief Financial Officer(2)85%
Dawn Willoughby – Executive Vice President – Chief Operating Officer80%
Laura Stein – Executive Vice President – General Counsel and Corporate Affairs70%
James Foster – Executive Vice President – Product Supply, Enterprise Performance and IT65%
Nikolaos A. Vlahos – Executive Vice President and Chief Operating Officer – Household, Lifestyle and
Core Global Functions (retired March 31, 2017)80%


(1)Mr. Dorer’s target was increased from 130% in fiscal year 2016 to 145% in fiscal year 2017.
(2)Mr. Robb’s target was increased from 80% in fiscal year 2016 to 85% in fiscal year 2017.

Financial PerformanceTable of Contents

Compensation Discussion and Analysis

Company Multiplier. At the beginning of each fiscal year, the CommitteeMDCC sets financial goals for the Annual Incentive PlanAIP based on targets approved by the Board. At the end of the year, the CommitteeMDCC reviews the Company’sClorox’s results against the goals set at the beginning of the year.year and approves the final Company Multiplier.

For fiscal year 2017,2022, the CommitteeMDCC established financial goals with a focus on increasingfor net sales, net earnings, and increasing EP when compared to actual operating results for fiscal year 2016, as described in greater detail below, in ordergross margin to drive sustainable,, profitable growth and short- and long-term total stockholdershareholder returns. The net sales and EPThis combination of metrics that determine the Financial Performance Multiplier are each weighted 50% as the Committee believed this

mix effectively balances a focus on both top-line and bottom-line performance. In selectingConsistent with our standard practice for over a decade, fiscal year 2022 targets for our AIP metrics were set equal to our Board-approved fiscal year 2022 budget. Setting targets equal to budget aligns the AIP with the Board’s approval of an appropriate expected outcome for the year and Clorox’s financial outlook as communicated to investors at the beginning of each fiscal year.

While fiscal year 2022 targets for all three AIP metrics were lower in absolute terms compared to fiscal year 2021 results, this was the due to an unprecedented year-over-year comparison, with fiscal year 2021 impacted by COVID-driven sales volumes, and settinguncertainty around the financial goalsvolatility of the Annual Incentive Plan,business environment, including supply chain conditions and inflation. Our actions to rebuild share and mitigate cost inflation were expected to be incorporated by stages throughout the Committee carefully considered whetheryear, versus the goals appropriately align withsteep and immediate impacts of inflation we experienced starting as the goals of the long-term incentive program so that the overall compensation design does not encourage participants to take unnecessary or excessive risk or actions that are inconsistent with the Company’s short- and long-term strategic and financial objectives.

For fiscal year 2017, theopened.

Fiscal year 2022 financial goals for the Annual Incentive Plan,AIP, the potential range of payouts for achieving those goals, and the actual results as determined by the CommitteeMDCC were as follows:

2022 Annual Incentive Financial Goals
(in millions)		   Weight   Threshold
(0%)		   Target
(100%)		   Maximum
(200%)		   Actual(1)   Result(2)
Net Sales50%$6,693$7,120$7,547$7,107100%
Net Earnings30%$543$662$782$4620%
Gross Margin20%36.3%40.3%44.3%35.8%0%
Company Multiplier50%

     Annual Incentive
Financial Goals (in millions)
Goal0%
(Minimum)		     100%
(Target)		     200%
(Maximum)		     Actual(1)
Net Sales (weighted 50%)(2)       $5,777  $5,956       $6,135   $5,973
EP (weighted 50%)(3)$508$548$588$541

(1)Results exclude the fiscal year 2022 net impact of the changefollowing items on net sales, net earnings, and gross margin: variance from budget in our Digital Transformation, foreign exchange, and accounting for share-based payments (ASUequity-based compensation (based on Accounting Standards Update 2016-09) from EP.. For fiscal year 2022, the impact of these exclusions was too small to affect the final payout.
(2)Net sales are as reportedDue to the volatility of our business environment starting in FY20 and the Company’s consolidated financial statements.
(3)EPresulting unpredictability of results, the funding curve for purposeseach of the financial performance multiplier is defined bythree AIP metrics includes a flat slope around the Company as earnings from continuing operations before income taxes, non-cash restructuring,target value (a “landing pad”) where results slightly above and interest expense, which is then tax affectedbelow target result in 100% funding. For fiscal year 2022, the landing pads were plus or minus 1% variance versus target for Net Sales, plus or minus 2% variance versus target for Net Earnings, and reduced by a capital charge.

Strategic Metrics Multiplier. At the beginning of each fiscal year, the Committee sets multiple strategic metrics for the Annual Incentive Plan based on what it believes will best drive the Company’s overall strategy of engaging employees, increasing brand investment behind superior value, keeping the core healthy and growing into new categories and channels, and reducing waste. For fiscal year 2017, the Committee set 11 metrics, each with one or more

associated targets that are objectively measurable, to be evaluated in determining the Strategic Metrics Multiplier used in the Annual Incentive Plan payout.

For example, to determine whether the results of the high-performing employee engagement metricplus or minus 50 basis points versus target for Gross Margin. Actual results for Net Sales were met, the Company measured its annual engagement survey results against a benchmark of other fast-moving


36       THE CLOROX COMPANY - 2017 Proxy Statement

Table of Contents

Compensation Discussion and Analysis

consumer goods companies. To calculate the consumer value metric, the Company measured a brand’s value to consumers in terms of product, price, and brand equity, while the innovation and strategic product pipeline metric was measured against a target based on historical and

projected sales resulting from innovation. Goals related to reshaping the portfolio include mergers and acquisitions as well as organic growth. For fiscal year 2017, the 11 strategic metrics and the Company’s results were as follows:


Strategic MetricFY 2017 ResultStrategic MetricFY 2017 Result
●High-performing employee engagement
Exceeded
●Innovation and strategic product pipeline
Met
●Diversity targets within the Company
Met
●Targeted goals related to reshaping the portfolio
Met
●Consumer value measure
Exceeded
●Targeted level of cost savings
Exceeded
●Domestic dollar share
Not Met
●Gross margin improvement
Not Met
●International volume
Not Met
●Target selling and administrative expenses of 13.5% of net sales
Exceeded
●Future net sales growth projections
Metlanding pad range for that metric, resulting in 100% funding.

In fiscal year 2017,the Company updatedits people strategy for further alignment withour business strategy and made strong progress on all elements, including culture, succession, development, and inclusion and diversity, which contributed to continued gains in employee engagement. Strong cost savings and administrative spending partiallymitigated lower gross margin, and though the Company ended the fiscal year with market share slightly down, our consumer value measure and innovation results allowed the Company to reverse a share decline. While international volume growth was below target, this was exclusively due to the economic environment in Argentina; excluding Argentina, international volume exceeded targets. Based on the Company’s performance against these strategic metrics, the Committee determined that the level of payout for the Strategic Metrics Multiplier was 100% (down from 110% for fiscal year 2016). Over the past three years, the range for the Strategic Metrics Multiplier has been 100% to 110%.

Individual Performance Multiplier. Consistent with our pay-for-performance philosophy, the annual incentiveAIP payouts initially are determined by financial resultsthe Company Multiplier and performance against strategic metrics, multiplied by an Individual Performance Multiplier. Based on its evaluation of individual performance, the CommitteeMDCC reviewed and approved the Individual Performance Multiplier for each named executive officerNEO to reflect the officer’s individual contributions in fiscal year 2017.2022. In determining the multiplier for individual performance, the CommitteeMDCC carefully evaluates several performance factors against objectives established at the beginning of the year. ForIndividual performance for each of our CEO, the Committee conducts a detailed evaluation covering the key categoriesNEOs is evaluated holistically and for 2022 included how each executive addressed continuing challenges posed by COVID-19; ESG-related achievements such as management of strategy, people,human capital including diversity and inclusion and management of environmental risks; contributions to company operations values and relationships,strategy; and overall performance, with specific goals within each category. To set specific targets for our CEO, the Committee uses a balanced scorecard with annual strategic priorities of financial goals, people, customer and consumer, growth, and margin, with specific metrics and targets within each strategic priority. These targets are used to measure the CEO’s performance twiceposition-specific business outcomes.

a year, with a mid-year review and a year-end evaluation. This assessment is then used to determine the appropriate individual multiplier for the fiscal year performance.

The range of Individual Performance Multipliers in 2017 was 90% to 105% based on the contributions made in the fiscal year by our named executive officers. Our CFO and COO received Individual Performance Multipliers of 105%, primarily for their contributions in delivering above-target performance on financial and operational goals, including sales, EPS, cost savings, cash flow, and capital management while maintaining record-high employee engagement, meeting diversity goals, and reducing turnover. Our former Executive Vice President and Chief Operating Officer – Household, Lifestyle and Core Global Functions received an Individual Performance Multiplier of 90%, based on his contributions during fiscal year 2017 and the results of the businesses he oversaw. The remaining non-CEO named executive officers received Individual Performance Multipliers of 100%. The Committee reviewed the results for our CEO and determined his Individual Performance Multiplier was 110%, based on his continued strong performance, including progress on the Company’s 2020 Strategy, delivering solid financial results and overall operational results for fiscal year 2017 that exceeded expectations, and continuing to shape a highly successful senior management team.

Final Individual Annual Incentive Plan Payouts. In accordance with the formula described above, the final annual incentive payouts to our named executive officersBeginning in fiscal year 2017, excluding our CEO, ranged from $295,150 to $522,650, and from 96% to 101%2022, as part of the named executive officers’ Target Awards (excluding Mr. Vlahos’ payout, which was pro-ratedholistic performance assessment of each member of the Clorox Executive Committee (including NEOs), the MDCC determined our executives’ annual performance will be assessed in part based on each executive’s contribution toward certain ESG-related metrics from our IGNITE scorecard for his partialthe applicable fiscal year. The IGNITE scorecard is an internal list of metrics (both ESG-related and otherwise) selected annually by the Board, reflecting areas we plan to prioritize during the year, of service). Mr. Dorer’s annual incentive payout was $1,569,480. This award was 106% of his Target Award and is composedintended to help align our near-term focus and facilitate incremental progress toward our long-term strategic objectives. The IGNITE scorecard measures progress toward objectives through quantitative and qualitative key performance indicators supporting our IGNITE strategy, and, while our IGNITE scorecard is not publicly available, our progress on many of a Financial Performance Multiplier of 96%, a Strategic Metrics Multiplier of 100%, and an Individual Performance Multiplier of 110%. These payouts are also reflected inthe Non-Equity Incentive PlanCompensation column of the Summary Compensation Table.these objectives is reported publicly



Continues on next page►

THE CLOROX COMPANY- 20172022 Proxy Statement

3757

Table of Contents

Compensation Discussion and Analysis

on the Clorox Company ESG Data Hub. Clorox has integrated ESG into our IGNITE strategy because we believe in the strategic link between our societal impact and value creation. We strive to maintain top-third ESG leadership among our peer companies by driving continued progress against our goals while considering emerging stakeholder expectations. See ChangesOur IGNITE Strategy and Integrated ESG Pillars in this proxy statement for more information about IGNITE.

We hold ourselves accountable by ensuring ESG components of our IGNITE scorecard link to executive compensation. The full board assesses the Annual Incentive Programcompany’s performance on the IGNITE scorecard, including our ESG accomplishments. At the beginning of fiscal year 2022, goals related to ESG metrics from the IGNITE scorecard relevant to each NEO’s role and responsibilities were embedded in each NEOs’ fiscal year 2022 priorities. Scorecard results, and the executive’s role in achieving such results, informed the MDCC’s assessment of individual performance and the Individual Multiplier for Fiscal Year 2018.each executive. We expect the MDCC’s philosophy on the incorporation of ESG-related metrics into the assessment of individual performance will evolve over time as we consider ways to best align the compensation of our NEOs with our long-term goals.

A performance summary for each NEO for fiscal year 2022 is provided in the table below.

NameIndividual
Multiplier		Performance Summary
Linda
Rendle		100%Linda provided strong leadership in a year of unprecedented inflation and volatility, taking a set of decisive actions to set up the company not only to rebuild margin over time but also strengthen its capabilities in the long run. Clorox delivered top line results that met expectations. While we generated profitability below expectations, we returned to margin expansion in the second half of the year as the benefit from price increases started to flow through. Despite the in-year challenges, Clorox maintained strategic focus on delivering its IGNITE strategy, including record-high results on its consumer value metric (CVM) and critical ESG-related progress, such as signing a second virtual power purchase agreement, gaining approval for science-based targets, achieving pay equity globally, and maintaining our superior safety track record.
Kevin
Jacobsen		100%Kevin guided the company through the most challenging inflationary period, facing historic volatility and cost increases. He created significant value through key actions that delivered accelerated free cash flow, including extending supplier payment terms and refinancing $1.1B outstanding debt and completing the sale of several properties. We delivered two quarters of sequential margin improvement driven by pricing and cost savings. Kevin oversaw the execution of another virtual power purchase agreement and serves as the executive sponsor for our HOLA employee resource group (ERG).
Eric
Reynolds		100%Eric led gains in operational performance, returning supply to deliver our best customer service levels since the pandemic began while driving gross margin improvement via cost savings, pricing, and supply chain rationalization. Retail execution also improved, with five straight quarters of increases in distribution points. Under his leadership, many of our business units launched sustainable innovation and we transitioned eight plants to Zero Waste to Landfill. Eric is leading Elevate, our $500 million digital and productivity transformation with progress and value delivery on track. He also serves as the chair of our I&D Committee and an executive sponsor for two ERGs.
Kirsten
Marriner		100%Kirsten continued to lead our people agenda, keeping people safe and well through optimized benefits (e.g., new flexible time off program, expanded health benefits, etc.). She championed the evolution of our inclusion and diversity agenda into inclusion, diversity, equity & allyship (IDEA) and recruited a new leader while delivering on our commitment to fair and equitable pay, resulting in continued achievement of pay equity globally. Kirsten has led one of the Elevate pillars, driving our future of work that includes our approach to hybrid work, talent, culture, and overall experience.
Rebecca
Dunphey		100%Becca joined Clorox at the end of Q3. The business results of her division were strong. Her early impact has been very positive including design and implementation of successful pricing, adjustment of business unit strategies in response to market conditions and adjusting commercial strategies to preserve sales in spite of severe new supply disruptions.

58       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Compensation Discussion and Analysis

Final AIP payouts As part of its2017 review. We funded the AIP at a 50% Company Multiplier, reflecting our achievement on each of the Company’s compensation plan design, the Committee approved new metrics for the Financial Performance Multiplier for the annual incentive plan. Beginning in fiscalthree performance metrics.

year 2018, the economic profit metric (in fiscal year 2017, weighted as 50% of the multiplier) is replaced by net earnings from continuing operations (weighted 30%) and gross margin (weighted 20%):


NEO     Base Salary     Annual
Incentive
Target
(% of Salary)		     Company
Multiplier		     Individual
Multiplier		     Final Annual
Incentive
Plan Payout
Linda Rendle$1,125,000           150%         50%      100%$843,750
Kevin Jacobsen$740,00090%50%100%$333,000
Eric Reynolds$740,000100%50%100%$370,000
Kirsten Marriner$650,00080%50%100%$260,000
Rebecca Dunphey(1)$600,00070%50%100%$58,685
Fiscal Year 2017 Metrics(1)Metrics Effective Fiscal Year 2018
net sales (50%)➔   net sales (50%)
economic profit (50%)➔   net earnings (30%)
gross margin (20%)Ms. Dunphey’s AIP payment for fiscal year 2022 is prorated based on her hire date of March 21, 2022.

These revisions are intended to eliminate performance metric redundancy between our annual incentive andLong-Term Incentives

We provide long-term, incentiveplans, wherethe economic profit metric remains the sole performance goal, enhance theline of sight between earned cash compensation and metrics that our broader management team can directly influence, and reinforce the importance of both net earnings and gross margin in driving sustainable value creation over time. Economic profit remains a key metric for the Company, but the Committee determined that the introduction of net earnings and gross margin was preferable in the annual incentive plan after considering investor feedback regarding a preference not to use the same metric in both short- and long-term plans, evaluating the metrics most commonly used by our peers in their short-term incentive plans, the suitability of various metrics in theshort term versus thelong term, and the focus on business fundamentals. In replacing the economic profit metric with net earnings and gross margin in the annual incentive, the Committee considered the attributes of these various metrics: economic profit is the after-tax profit the Company generates after paying for assets used to run the business (or capital charge), while net earnings from continuing operations is similar to economic profit but does not include a capital charge. Because the capital charge is more difficult to influence on an annual basis, the Committee determined that economic profit better aligns with long-term incentives, and net earnings to short-term incentives. Additionally, gross margin is a core element of profitable growth and a key metric for our investors, and the Committee believes that adding gross margin as a metric for the annual incentive will help ensure that employees are focused on improving the Company’s profitability and ability to fund investments for future growth.

The Committee also removed the Strategic Metrics Multiplier as a separate multiplier that applies equally to all executive officers. Commencing in fiscal year 2018, the relevant strategic metrics will be incorporated into the individual multipliers for each executive officer, thereby resulting in a simpler annual incentive calculation that continues to reflect performance measured against key strategic objectives and individualcontributions. The overall balanced scorecard with annual strategic priorities of financial goals,and other targets related to people, customer and consumer, growth, and margin targetsas described above will continue to be evaluated by the Committee and Board, and used to measure the CEO’s performance as part of the CEO’s

individual multiplier. Each of these changes will be effective beginning with the annual incentive payout in fiscal year 2018.

Long-Term Incentives. Each year, we provide long-termequity-based incentive compensation to our named executive officers. For the past several years, these awards have been made in the form of performance shares and stock options. We believe these forms of compensation align CompanyNEOs, which aligns Clorox performance and executive officer compensation with the interests of our stockholders.shareholders. These incentive awards also support the achievement of our long-term corporate financial goals. Equity awards are granted under Clorox’s 2005 Stock Incentive Plan.

We useThe MDCC annually reviews the costs of, and potential shareholder dilution attributable to, our long-term incentive program to ensure the overall program is financially efficient and aligned with those of our compensation peer group. The MDCC also seeks to calibrate the long-term incentive program design to drive performance and deliver awards that are competitive with the median of the compensation peer group. Actual long-term incentive award targets for individual NEOs may vary from the median based on a variety of factors, such as the NEO’s performance over time, individual experience, critical nature of their role, and expected future contributions.

Name     Target Value
Linda Rendle$6,100,000
Kevin Jacobsen$2,000,000
Eric Reynolds$2,300,000
Kirsten Marriner$1,300,000
Rebecca Dunphey(1)$2,500,000
(1)Represents a one-time RSU award of $2,500,000, reflecting primarily a buyout of existing equity awards Ms. Dunphey forfeited upon termination of her prior employment plus an inducement to join Clorox.

Like annual incentive awards, actual long-term incentive award payouts vary from the target based on how Clorox performs against pre-established targets. The value of payouts also varies based on changes in the market price of our common stock.

For fiscal year 2022, NEOs received 60% of the value of their total annual long-term incentive award granted in PSUs, 20% in stock options, and 20% in RSUs. This equity mix provides balance in the long-term incentive program, balancing retention value and alignment to peers’ weighting of equity types with reinforcement of long-term company performance.

From time to time, we grant additional time-based restricted stock for non-executive officer employees and occasionallyRSUs for special purposes for both executive and non-executive officers, such as in connection with a promotion or as a replacement for compensation forfeited by an externally recruited executive at a prior employer.

The Committee annually reviews the costs of, and potential stockholder dilution attributable to, our long-term incentive program to ensure that the overall program is financially efficient and in line with that of our compensation peer group. The Committee also seeks to calibrate the long-term incentive program design to appropriately drive performance in line with that of the compensation peer group. In determining the total value of the long-term incentive opportunity for each named executive officer, the Committee reviews the compensation peer group data presented by both management and the independent compensation consultant on a role-by-role basis and considers recommendations by our CEO for the other named executive officers.

The Committee’s goal is to target long-term incentive awards in amounts that are generally competitive with the median of the compensation peer group. Actual long-term incentive award target levels for individual named executive officers may vary from the median based on a variety of factors, such as the named executive officer’s sustained performance, individual experience, critical nature of his or her role, and expected future contributions. Like the annual incentive awards, actual payouts under the long-term incentive awards will vary from the target based on how the Company performs against pre-established targets. The value of payouts will also vary based on changes in the market price of our Common Stock.


38       THE CLOROX COMPANY - 2017 Proxy StatementPerformance share units

Table of Contents

Compensation Discussion and Analysis

The Committee determined that our named executive officers would receive 50% of the value of their total annual long-term incentive award granted in fiscal year 2017 in performance shares and 50% in stock options. The Committee believes this mix of equity awards supports several important objectives, including compensating named executive officers for achievement of long-term goals tied to our business strategy, rewarding named executive officers for sustained increases in the price of our Common Stock, enhancing retention by mitigating the impact of price fluctuations of our Common Stock in the overall long-term incentive value, and ensuring that the overall cost of the program is aligned with the compensation realized by the named executive officers and the performance delivered to stockholders. The Committee does not consider the amount of outstanding performance shares, stock options, and restricted stock currently held by a named executive officer when making annual awards of performance shares and stock options because such amounts represent compensation attributable to prior years.

Long-Term Incentive Award. The long-term incentive awards granted to our named executive officers for fiscal year 2017 were made in September 2016. The Committee considered factors such as the executive’s role, level of experience, and sustained performance, as well as the compensation peer group market data, in determining each named executive officer’s long-term incentive award. For fiscal year 2017, the annual long-term incentives for our named executive officers, excluding our CEO, ranged in value from $525,000 to $1,400,000. Mr. Dorer received a long-term incentive award valued at $4,750,000. The long-term incentives awarded to our named executive officers in fiscal year 2017 are listed in the Stock Awards and Option Awards columns of the Summary Compensation Table.

Performance Shares. Performance shares are grants of restricted stock units that pay out after a three-year performance period only if the Company meets pre-established financial performance goals, which are described below. We believe that performance sharesPSUs align the interests of our named executive officersNEOs with the interests of our stockholdersshareholders because the number of shares earned and the shares’ potential value are tied to the achievement of performance targets. targets, as well as changes in Clorox stock price. PSUs pay out after a three-year performance period only if Clorox meets pre-established financial performance goals.

THE CLOROX COMPANY - 2022 Proxy Statement

59

Table of Contents

Compensation Discussion and Analysis

The performance targetmetric for the fiscal year 2022 awards, granted in September 20162021, is a cumulative EP target informed by our three-year financial long-range plan and the budget developed by management, which is reviewed and approved by the Board. In setting the performance targets for the performance shares, the Committee reviews the budget and long-range plan and seeks to appropriately align the performance goals with the objectives of the Annual Incentive Plan, so that the overall compensation design does not encourage participants to take unnecessary or excessive risk or actions that are inconsistent with the Company’s short- and long-term

strategic and financial objectives. The Committee believes its use of cumulative EP as a metric provides rigor and an ability to align performance with pay over the three-year performance period.

The payout of the performance share awards granted in September 2016 is subject solely to the Company’s achievement of a cumulative EP targetgrowth during the performance period of July 20162021 through June 2019. The percentage range for payouts is from 0%, if the minimum cumulative EP target is not met, to a maximum of 150% of the target number of shares, with a payout of 25% of the target number of shares when the minimum cumulative EP target is attained.

For the grant made in September 2014, which was based on a performance period of July 2014 through June 2017 and paid out in August 2017, the Committee established cumulative EP targets and set various payout levels tied to cumulative EP for the performance period. For the September 2014 grant, the cumulative EP target was set so a payout of 100% would be made if the Company achieved EP growth of approximately 4% per year during the performance period. The Committee believes this2024. This metric directly supports the Company’sour corporate strategy and long-term financial goals and correlates to stock price performance.

In August 2017, the Committee certified the results of the September 2014 grant for the 2014-2017 performance period. The adjusted financial target for the grant was a cumulative EP of $1,342 million over the three-year performance period for a 100% payout. The cumulative EP target was adjusted in accordance with the grant agreements for the impact of the adoption of a change to the accounting standards for share-based payments under ASU 2016-09, as well as for the acquisition of RenewLife in May 2016. The Company’s actual cumulative EP was well above the payout maximum of $1,392 million, resulting in the Committee certifying a payout of 150%. This payout supports the Company’s belief in pay for performance over the long term.

Solely for purposes of the PSU performance metric, EP is defined as earnings before interest and taxes, adjusted for non-cash restructuring charges, times one minus the tax rate, less capital charge. This internal calculation of EP for the PSU performance metric holds management accountable for asset impairments, aligning payouts with the impact of balance sheet-related decisions. It differs from, and therefore may not reconcile with, the external calculation of EP used in our press releases and SEC filings.

The EP target for the first year of the performance period was set as a base dollar value, with EP growth rate targets set for the second and third years. Performance against target (whether dollar value or growth rate) will be measured for each year, generating three annual payout percentages. The three annual payout percentages will be averaged to determine the final payout percentage for the fiscal year 2022 awards. The payout percentage ranges from 0%, if the threshold EP value or growth target is not achieved, to a maximum of 200% of the target number of shares.

For the fiscal year 2020 awards, granted in September 2019, the performance metric was EP growth during the performance period of July 2019 through June 2022. EP performance was measured relative to a three-year average annual growth rate target established at the beginning of the cycle and held constant throughout the three-year period. The MDCC approved payout levels tied to a 1.6% average annual EP growth target for the three-year performance period from July 2019 through June 2022.

In August 2022, the MDCC certified a final payout for the 2019 awards of 89% of target, based on the average of the annual payout percentages for the three fiscal years in the performance period.

Annual EP GrowthAdjusted(1)
Actual EP
Growth		Payout
Performance share unitsThreshold
(0%)		Target
(100%)		Maximum
(200%)
FY20 Economic Profit Growth Rate   -13.4%     1.6%     9.1%     17.0%     200%
FY21 Economic Profit Growth Rate-13.4%1.6%9.1%-3.4%66%
FY22 Economic Profit Growth Rate-13.4%1.6%9.1%-56.1%0%
Three-Year Average Annual Economic Profit Growth Rate1.6%89%
(1)

In accordance with predetermined criteria established by the MDCC at the time initial awards were approved, annual growth rates were adjusted for the impacts of the following Events (as defined in the 2019 PSU award agreements): a fiscal year 2021 non-cash impairment charge in the Better Health Vitamins, Minerals and Supplements business and acquisition of a majority share in a joint venture in the Kingdom of Saudi Arabia in July 2020. For the three-year performance period ended June 30, 2022, the impact of other defined Events—a fiscal year 2021 non-cash charge related to investments and arrangements made with a Professional Products business unit supplier, the fiscal year 2021 net impact of an insurance settlement for hurricanes during fiscal year 2018, and the fiscal year 2021 closure of our Dominican Republic business—was too small to affect the final payout.

Stock Optionsoptions. Stock options align the interests of our named executive officersNEOs with those of our stockholdersshareholders because the options only have value if the price of the Company’sClorox stock increases after the stock options are granted. Stock options vest in 25% increments over a four-year period, (beginningbeginning one year from the date of grant)grant, and expire10 ten years from the date of grant. In fiscal year 2017,

Restricted stock units. RSUs align the Committee awarded stock options to our named executive officers as partinterests of our annual long-term incentive plan. The exercise price forNEOs with those of our shareholders because the stock options was equal tovalue of RSUs increases or decreases as the closing price of our Common Stock onClorox stock changes. RSUs vest in 25% increments over a four-year period, beginning one year from the date of grant. Information on all stock option grants is shown in the Grants of Plan-Based Awards table.


Continues on next page►

THE CLOROX COMPANY- 2017 Proxy Statement

39

Table of Contents

Changes to the Long-Term Incentive Program for Fiscal Year 2018. As part ofits 2017 compensation plan design review, the Committee changed the measurement of EP performance from a three-year cumulative dollar amount to a three-year annual growth rate. In addition, the Committee changed the potential payout range from 0% to 150% of target with a 25% payout for threshold performance (with a zero payout below threshold) to a range of 0% to 200% of target with a 50% payout threshold. In making these changes, the Committee considered a number of factors, including practices at other comparable companies, the difficulty in setting a three-year cumulative dollar-denominated target in a rapidly evolving and volatile global economic environment, feedback from investors, and talent retention considerations. With regard to the change from a dollar-denominated cumulative EP target to a target growth rate over three years, the Committee specifically considered the volatility of year-over-year results and the potential for a single good or bad year to have a disproportionate impact on a three-year payout opportunity. These changes became effective beginning with the performance share awards granted in September 2017.

Retirement Plans

Our named executive officersNEOs participate in the same tax-qualified retirement benefit programs available to all other United States-based salaried and non-collectively bargained hourly employees. The Company’semployees, plus an additional executive-only plan. Our retirement plans are designed to provide replacement income upon retirement and to be competitive with programs offered by our peers.

60       

THE CLOROX COMPANY - 2022 Proxy Statement


In addition, becauseTable of Contents

Compensation Discussion and Analysis

Because the IRC limits the amount of benefitsbenefit value that canmay be contributed to and paid from a tax-qualified retirement plan, the CompanyClorox also provides our executive officers, including our named executive officers,NEOs, with additional retirement benefits intended to restore amounts that would otherwise be payable under the Company’sour tax-qualified retirement plans if the IRC did not have limits on includable compensation and maximum benefits. We call these plans “restoration plans” because they restore total executive retirement benefits to the same percentage level provided to our salaried employees who are not limited by IRC restrictions.

ABelow are brief descriptiondescriptions of each of our retirement programs is set forth below.programs. Each of our named executive officersNEOs participates in these retirement programs, withexcept for the exception of the Supplemental Executive RetirementClorox Company Pension Plan.

The Clorox Company Pension Plan.Plan. The Clorox Company Pension Plan (the(the Pension Plan) is a cash balance pension plan that was frozen effective July 1,June 30, 2011. This freeze did not affect the benefits previously accrued under the Pension Plan, which remain fully funded.

In fiscal year 2023, we will begin to transition administration of the Pension Plan to an insurance company specializing in pension fund management. All benefits earned under the Pension Plan will be protected during this change, meaning it will not impact the value of individual plan participants’ benefits. This transition is regulated by the IRS through a standard pension plan termination process and typically takes 18 to 24 months.

The Clorox Company 401(k) Plan.Plan. After the Pension Plan was frozen in JulyJune 2011, the Clorox Company 401(k) Plan (the(the 401(k) Plan) became the baseprimary retirement plan for the Company. The CompanyClorox. Clorox makes an annual fixed contribution of 6% of eligible pay and a matching contribution of up to 4% of eligible pay to employees under the 401(k) Plan.eligible employees.

Nonqualified Deferred Compensation Plan.Plan. Under the Nonqualified Deferred Compensation Plan (the(the NQDC), eligible employees may voluntarily defer receipt of up to 50% of base salary and up to 100% of their annual incentive awards. In fiscal year 2017, deferredDeferred amounts couldcan be invested in a manner that generally mirroredmirrors the funds available in the 401(k) Plan. The NQDC permits the CompanyClorox to contribute amounts that exceed the IRC compensation limits in the tax-qualified plansplan through a 401(k) restoration provision.provision for those employees deferring at required levels in the plan.

Supplemental Executive Retirement Plan. The Supplemental Executive Retirement Plan (the SERP), a defined benefit plan, was closed to new participants effective April 2007 and, effective June 30, 2011, was frozen with regard to pay and offsets, while still accruing age and service credits. Benefits under the SERP have historically been calculated as an annuity based on a percentage of average compensation adjusted by age and years of service and offset by the annuity value of Company contributions to the tax-qualified retirement plans and by Social Security. Effective July 1, 2011, the SERP was replaced by. Only our executive officers participate in the Executive Retirement Plan (the ERP) (described below)(ERP). Moving from the SERP to the ERP created a defined contribution structure that is more closely aligned with the benefits provided by the Company’s compensation peer group. As of July 1, 2017, only three of our named executive officers are still eligible for the SERP.

Executive Retirement Plan. Our executive officers (including named executive officers) participate in the ERP. Under the ERP, the CompanyClorox makes an annual contribution of 5% of an eligible participant’s base salary and annual incentive award into the plan.

Further details about the provisions of the Pension Plan, NQDC,SERP, and ERP are provided inthe Overview of PensionBenefits and the Overview of the Nonqualified Deferred CompensationPlans sections below.

Post-Termination Compensation

The CompanyClorox has a severance plan (the(the Severance Plan) that provides our named executive officersNEOs with post-termination payments if the named executive officers’NEOs’ employment is terminated by the CompanyClorox other than for cause. These payments are intended to provide a measure of financial security following the loss of employment, which


40       THE CLOROX COMPANY - 2017 Proxy Statement

Table of Contents

Compensation Discussion and Analysis

we believe is important to attract and retain executives. The severance benefits are designed to be competitive with the compensation peer group and external market practices.

The CompanyClorox also has an Executive Change in Control Severance Plan (the(the CIC Plan), which provides severance benefits to certain eligible executives of the Company,Clorox, including all of the Company’s named executive officers,NEOs, if their employment with the CompanyClorox is involuntarily terminated in connection with a change in control of the Company.Clorox. In addition to helping mitigate the financial impact associated with termination after a change in control, these benefits further align the interests of our executive officers with the interests of our stockholdersshareholders by providing incentives for retention, for business continuity purposes. Under the CIC Plan, a named executive officer isNEOs are eligible for change in control severance benefits if his or hertheir employment is terminated in connection with a change in control, either by the CompanyClorox without cause or by the named executive officerNEO for good reason. See the sectionentitled Potential PaymentsUpon Termination or Change inControl section for additional information.

THE CLOROX COMPANY - 2022 Proxy Statement

61

Mr. Vlahos retired from the Company asTable of March 31, 2017. With his retirement, he was eligible to receive accelerated vesting for stock options held over a year, a pro-rata share of performance units held over a year (subject toCompanyContents performance)

Compensation Discussion and a pro-rata bonus payout related to his partial year of service. Equity granted in fiscal 2017 was forfeited by Mr. Vlahos uponretirement, and he was not eligible for subsidized retiree health care.Analysis

Perquisites

We provide our named executive officersNEOs with other limited benefits we believe are competitive with the compensation peer group and consistent with the Company’sour overall executive compensation program. These benefits allow our named executive officers to proactively manage their health, work more efficiently, and, in the case of the financial planning program, help them optimize the value received from our compensation and benefits programs. These perquisites are a Company car or car allowance, paid parking at the Company’s headquarters,program: an annual executive physical exam, reimbursement for health club membership, a company car or car allowance, paid parking at our headquarters, and financial planning services.

Other Executive Compensation Policies These perquisites are market-competitive and Practices

Tally Sheets. To help ensure thatbeneficial to Clorox by enabling our executive compensation design is aligned with our overall compensation philosophy of pay for performanceNEOs to proactively manage their health, work more efficiently, and that total compensation levels are appropriate,optimize the Committee annually reviews compensation tally sheets for each of our named executive officers. These tally sheets outline current

target total compensation (including the compensation elements described above), the potential wealth creation of long-term incentive awards granted to our officers under various potential stock prices, and the potential value of payouts under various termination scenarios. As such, these tally sheets help provide the Committee with a comprehensive understanding of all elements of the Company’s compensation program and enable the Committee to consider changes to the Company’s compensation program, arrangements, and plans in light of best practices and emerging trends. The Committee may consider the information presented in the tally sheets in determining future compensation.

Results of 2016 Advisory Vote on Executive Compensation.At our 2016 Annual Meeting of Stockholders held on November 16, 2016, we asked our stockholders to approve, on an advisory basis, our fiscal year 2016 compensation awarded to our named executive officers, commonly referred to as a “say-on-pay” vote. Our stockholders overwhelmingly approved the compensation to our named executive officers, with approximately 93% of votes cast in favor of our proposal. We value this positive endorsement by our stockholders of our 2016 executive compensation policies and believe that the outcome signals our stockholders’ support ofreceived from our compensation program. We continued our general approach to compensation for fiscal year 2017, specifically our pay-for-performance philosophy and our efforts to attract, retain, and motivate our named executive officers, taking into account the say-on-pay results as well as specific feedback from our stockholders. We value the opinions of our stockholders and will continue to consider the results from this year’s and future advisory votes on executive compensation, as well as feedback received throughout the year, when making compensation decisions for our named executive officers.

Stock Award Granting Practices. The Company awards annual long-term incentive grants each September at a regularly scheduled Committee meeting, which typically occurs during the third week of the month, or about six weeks after the Company has publicly reported its annual earnings. The meeting date is the effective grant date for the awards, and the exercise/grant price is equal to the closing price of our Common Stock on that date.

The Committee may also make occasional grants of stock options and other equity-based awards at other times to recognize,retain,or recruit executive officers. The Committee approved one additional grant to a named executive officer in fiscal year 2017. Ms. Willoughby was granted $300,000 in restricted stock units upon the retirement of Mr. Vlahos from the Company and the consolidation of the two co-Chief Operating Officer roles into one role held by Ms. Willoughby effective April 3, 2017.


Continues on next page►

THE CLOROX COMPANY- 2017 Proxy Statement

41

Table of Contents

Executive Stock Ownership Guidelines. To maintain alignment of the interests of the Company’s executive officers and our stockholders, all executive officers, including the named executive officers, are expected to build and maintain a significant level of direct stock ownership. Ownership levels can be achieved over time in a variety of ways, such as by retaining stock received upon the exercise of stock options or the vesting of stock awards or by purchasing stock in the open market. At a minimum, executive officers are expected to establish and maintain direct ownership of Common Stock having a value, based on the current market price of the stock, equal to a multiple of each executive officer’s annual base salary. The current minimum ownership guidelines are as follows:

Chief Executive Officer6x annual base salary
Executive Officers (other than the CEO)3x annual base salary
Other Senior Executives2x annual base salary

Ownership levels are based on shares of Common Stock owned by the named executive officer or held pursuant to Company plans, including performance shares that have vested and been deferred for settlement. Unexercised stock options and shares that have not vested due to time or performance restrictions are excluded from the ownershipcalculations.

As of the date of this proxy statement, all of our named executive officers except our CEO have met the required ownership levels. Mr. Dorer became subject to a higher threshold with his promotion to CEO in fiscal year 2015, when his ownership threshold increased from 3 times annual base salary to 6 times annual base salary required for the CEO.

Retention Ratios. Executive officers, including our named executive officers, are required to retain a certain percentage of shares obtained upon either the exercise of stock options or the release of restrictions on performance shares and restricted stock, after satisfying applicable taxes. Our CEO is expected to retain 75% of shares acquired (after taxes) until the minimum ownership level is met. After attaining the minimum ownership level, our CEO must retain 50% of any additional shares acquired (after taxes) until retirement or termination. Other executive officers must retain 75% of shares acquired (after taxes) until the minimum ownership levels are met and thereafter must retain 25% of shares acquired (after taxes) for one year after receipt.

Securities Trading Policy; Prohibition on Hedging and Pledging. To ensure alignment of the interests of our stockholders and executive officers, including our named executive officers, the Company’s Insider Trading Policy does not permit executive officers to engage in short-term

or speculative transactions or derivative transactions involving the Company’s stock and includes prohibitions on options trading, hedging, or pledging the Company’s stock as collateral. Trading is permitted only during announced trading periods or in accordance with a previously established trading plan that meets SEC requirements. At all times, including during announced trading periods, executive officers are required to obtain preclearance from the Company’s General Counsel or Corporate Secretary prior to entering into any transactions in Company securities, unless those sales occur in accordance with a previously established trading plan that meets SEC requirements.

Clawback Provisions. Under our Annual Incentive Plan and long-term incentive plan, in the event of a restatement of financial results to correct a material error or other factors as described in the long-term incentive plan, the Committee is authorized to reduce or recoup an executive officer’s award, as applicable, to the extent that the Committee determines such executive officer’s fraud or intentional misconduct was a significant contributing factor to the need for a restatement.

Tax Deductibility Limits on Executive Compensation. Section 162(m) limits the tax deductibility of compensation paid to our CEO and the three other most highly compensated named executive officers employed at the end of the year (other than the CFO) to $1 million per year, unless such amounts are determined to be performance-based compensation. Our policy with respect to Section 162(m) seeks to balance the interests of the Company in maintaining flexible incentive plans against the possible loss of a tax deduction when taxable compensation for any of the executive officers subject to Section 162(m) exceeds $1 million per year. The Annual Incentive Plan and long-term incentive plan are designed to provide the Committee with the ability to decide whether or not to make performance-based compensation awards that are intended to meet the requirements of Section 162(m). The Committee generally seeks to satisfy the requirements necessary to allow the compensation of its executives to be deductible under Section 162(m) of theIRC, but retains the discretion and may also approve compensation that is not deductible under Section 162(m). The rules and regulations promulgated under Section 162(m) are complex and subject to change from time to time, sometimes with retroactive effect. There can be no guarantee, therefore, that amounts potentially subject to the Section 162(m) limitations will be treated by the Internal Revenue Service as “qualified performance-based compensation” under Section 162(m) and/or deductible by the Company.


42       THE CLOROX COMPANY - 2017 Proxy Statement

Table of Contents

Compensation Discussion and Analysisbenefits programs.

The Management Development and Compensation Committee Report

As detailed in its charter, the Management Development and Compensation CommitteeMDCC of the Board oversees the Company’sClorox’s executive compensation program and policies. As part of this function, the CommitteeMDCC discussed, and reviewed with management, the CD&A. Based on this review and discussion, we have recommended to the Board that the CD&A be included in the proxy statement.

THE MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE as of June 30, 2022

Jeffrey Noddle,
Spencer C.
Fleischer, Chair		Richard H. CarmonaA. D. David MackayKathryn TesijaRussell J. Weiner

Richard H. Carmona
Spencer C. Fleischer
David Mackay

Compensation Committee Interlocks and Insider Participation

Each of Dr. Carmona, and Messrs. Fleischer,Harad, Mackay,Noddle, and RebolledoWeiner, and Ms. Tesija each served as a member of the Management Development and Compensation CommitteeMDCC during part or all of fiscal year 2017.2022. None of the members was an officer or employee of the CompanyClorox or any ofits subsidiaries during fiscal year 20172022 or in any prior fiscal year. No executive officer of the CompanyClorox served on the board of directorsBoard or compensation committee of any other entity that has or had one or more executive officers who served as a member of the Board or Management Development and Compensation CommitteeMDCC during fiscal year 2017.2022.

Continues on next page62       ►

THE CLOROX COMPANY- 20172022 Proxy Statement

43

Table of Contents

Compensation Discussion and Analysis Tables

Compensation Discussion and Analysis Tables

FISCAL YEAR 2017 SUMMARY COMPENSATION TABLE – FISCAL YEAR 2022

The following table sets forth the compensation earned,paid, or awarded to our named executive officersNEOs for the fiscal years ended June 30, 2017, 2016,2022, 2021, and 2015.2020.

Name and Principal
Position		   Year   Salary
($)(1)		   Stock
Awards
($)(2)(3)		   Option
Awards
($)(2)		   Non-Equity
Incentive Plan
Compensation
($)(4)		   Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)(5)		   All Other
Compensation
($)(6)		   Total
($)
Benno Dorer2017$1,010,577$2,374,406$2,374,959$1,569,480$188,548$550,919$8,068,890
Chairman and Chief2016976,1542,175,0842,175,0102,469,220710,100428,4248,933,992
Executive Officer2015789,7622,000,3442,999,9791,680,820242,911144,3717,858,187
Stephen M. Robb2017601,346700,382700,053522,650—262,9712,787,402
Executive Vice President2016576,846550,188550,065945,010366,586224,7523,213,447
— Chief Financial Officer2015539,423549,698549,984827,64033,073121,6042,621,422
Dawn Willoughby2017537,692750,534449,985463,6802,208223,4212,427,520
Executive Vice President2016515,154399,528400,023766,1302,293177,5692,260,697
— Chief Operating Officer
Laura Stein2017590,317412,352412,475399,500—227,3392,041,983
Executive Vice President2016582,050399,528400,023754,980862,607226,8613,226,049
— General Counsel and2015570,537399,699400,032751,18086,515136,9642,344,927
Corporate Affairs
James Foster2017462,334262,182262,434295,1503,362194,8421,480,304
Executive Vice President
— Product Supply,
Enterprise Performance
and IT
Nikolaos A. Vlahos2017405,769450,509449,985277,6005,693221,6131,811,170
Executive Vice President2016515,154399,528400,023766,1303,988213,8872,298,710
and Chief Operating
Officer — Household,
Lifestyle and Core
Global Functions (Retired
March 31, 2017)

Name and
Principal Position		YearSalary
($)(1)		Bonus
($)(2)		Stock
Awards
($)(3)(4)		Option
Awards
($)(3)		Non-Equity
Incentive Plan
Compensation
($)(5)		Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)(6)		All Other
Compensation
($)(7)		Total
($)
Linda Rendle
Chief Executive
Officer		    2022    1,111,538    —    4,919,815    1,229,989    843,750    1,098    428,618    8,534,808
20211,006,250—3,999,7531,000,1801,526,132833366,1617,899,309
2020523,965—600,194600,006291,1821,572144,8202,161,739
Kevin Jacobsen
Executive Vice
President and
Chief Financial
Officer		2022729,231—1,599,869399,996333,000—231,8093,293,904
2021654,038—1,361,356340,450617,4007,423277,1873,257,854
2020609,615—699,930700,0591,020,0005,999154,6443,190,247
 
 
Eric Reynolds
Executive Vice
President
and Chief
Operating Officer		2022  729,231—1,839,792459,998370,0001,844239,7853,640,651
2021700,000—1,679,713420,084720,3002,245286,9073,809,250
2020601,923—649,846650,0491,028,350—110,3783,040,546
 
 

Kirsten Marriner
Executive Vice
President and
Chief People
and Corporate
Affairs Officer

2022643,269—1,039,776259,989260,000—204,9132,407,947
2021587,885—959,958240,048489,992—250,3102,528,192
 
 
 
 
Rebecca Dunphey
Senior Vice
President and
General Manager –
Specialty Division		2022138,462750,0002,499,941—58,685—8,2383,455,326
(1)

Reflects actual salary earned for fiscal years 2017, 2016,2022, 2021, and 2015. Fiscal year 2016 had an extra day of earnings (versus 2017 and 2015) as a result of the leap year.2020.

(2)

Ms. Dunphey received a one-time cash sign-on payment at hire to compensate for a portion of expected cash and equity compensation she would otherwise have received from her former employer had she not terminated her employment there to join Clorox.

(3)

The amounts reflected in these columns are the values determined underFinancial Accounting Standards Board (FASB) FASB ASC Topic 718 for the awards granted in the fiscal years ended June 30, 2017, 2016,2022, 2021, and 2015,2020, in accordance with the applicable accounting standard. The assumptions made in valuing stock awards and option awards reported in these columns are discussed in Note 1, Summary of Significant Accounting Policies under subsectionStock-Based Compensation “Stock-Based Compensation”, and in Note15, 14, Stock-Based Compensation Plans, to the Company’sClorox consolidated financial statements for the three years in the period ended June 30, 2017,2022, included in the Company’sour Annual Report on Form 10-K for the fiscal year ended June 30, 2017.2022. Additional information regardingregarding the stock awards and option awards granted to our named executive officersNEOs during fiscal year 20172022 is set forth in the Grants of Plan-Based Awards Table.table.

(3)(4)

Thegrant-date grant date fair value of the performance sharePSU awards reflected in this column is the target payout based on the probable outcome of the performance-based conditions, determined as of the grant date. The maximum potential payout of the stockPSU awards would be 150%200% of the target shares awarded on the grant date. The maximum value of the performance sharePSU award for 20172022 determined as of the date of grant would be as follows for each respective named executive officer: Mr. Dorer – $3,561,609; Mr. Robb – $1,050,573; Ms. Willoughby – $675,764; Ms. Stein – $618,527; Mr. Foster – $393,273; and Mr. Vlahos – $675,764. The performance share award and stock options granted to Mr. VlahosNEO is presented in fiscal year 2017were forfeited due to his retirement.the following table. See the Grants of Plan-Based Awards Tabletable for more information about the performance sharesPSUs granted under the 2005 Stock Incentive Plan.


Linda
Rendle		Kevin
Jacobsen		Eric
Reynolds		Kirsten
Marriner		Rebecca
Dunphey
Maximum PSU Value     $7,379,804     $2,399,886     $2,759,852     $1,559,745     —

(4)

THE CLOROX COMPANY - 2022 Proxy Statement

63

Table of Contents

Compensation Discussion and Analysis Tables

(5)

Reflects annual incentive awards earned for fiscal years 2017, 2016,2022, 2021, and 20152020 and paid out in September 2017, 2016,2022, September 2021, and 2015,September 2020, respectively, under the Annual Incentive Plan.AIP. Information about the Annual Incentive PlanAIP is set forth in the Compensation Discussion and Analysis underAnnual Incentives “Annual Incentives”. Mr. Vlahos’ award for fiscal year 2017 was pro-rated for his partial year of service.

44       THE CLOROX COMPANY - 2017 Proxy Statement

Table of Contents

Compensation Discussion and Analysis

(5)(6)

The amounts reflect the aggregate change in the present value of accumulated benefits during fiscal years 2017, 2016,2022, 2021, and 20152020 under the SERP, the Pension Plan and the cash balance restoration benefitprovision of the NQDC (note that the SERP, theNQDC. The Pension Plan and the cash balance restoration benefitprovision of the NQDC are all frozen benefits; referbenefits. Refer to the Pension Benefits Tabletable for further information).information. Each plan amount in fiscal year 20172022 is set forth in the following table:


    Benno
Dorer		    Stephen M.
Robb		    Dawn
Willoughby		    Laura
Stein		    James
Foster		    Nikolaos A.
Vlahos
The Pension Plan$1,354     $3,840       $2,109$3,354$3,101       $3,259
SERP179,057(62,890) —(119,987)— —
Cash Balance Restoration Benefit8,137 3709930,3352612,434
Total$188,548$(58,680)$2,208$(86,298)$3,362$5,693

Linda
Rendle		Kevin
Jacobsen		Eric
Reynolds		Kirsten
Marriner		Rebecca
Dunphey
The Pension Plan     $1,098         $2,899         $2,150     —     —
Cash Balance Restoration—-9,820-306——
Total $1,098$-6,921$1,844——
(6)(7)

The amounts shown in the All Other Compensation column represent (i) actual Companycompany contributions under the Company’s 401(k) Plan, (ii) nonqualified contributions under the NQDC and ERP, and (iii) perquisites availableprovided to named executive officers of the Company:our NEOs:


     Benno
Dorer		    Stephen M.
Robb		    Dawn
Willoughby		    Laura
Stein		    James
Foster		    Nikolaos A.
Vlahos
The Clorox Company 401(k) Plan$24,988$27,724$27,430$24,568$28,015$22,830
Nonqualified Deferred
Compensation Contributions491,733203,212166,357174,211126,691166,288
Company Paid Perquisites34,19832,03629,63428,56040,13632,495
Total$550,919     $262,971     $223,421$227,339$194,842   $221,613
Linda
Rendle		Kevin
Jacobsen		Eric
Reynolds		Kirsten
Marriner		Rebecca
Dunphey
The Clorox Company 401(k) Plan     $29,600     $28,411     $35,062     $31,638     —
Nonqualified Deferred Compensation Plan363,207170,320185,884139,263—
Company-Paid Perquisites35,81133,07818,84034,0128,238
Total$428,618  $231,809 $239,785 $204,913    $8,238

The following table sets forth the perquisites we make availableprovided to our named executive officersNEOs and the cost to the CompanyClorox for providing these perquisites during fiscal year 2017. The amounts shown in the Other Perquisites row consist of paid parking at the Company’s headquarters, health club reimbursement, and an annual executive physical.2022.

    Benno
Dorer		    Stephen M.
Robb		    Dawn
Willoughby		    Laura
Stein		    James
Foster		    Nikolaos A.
Vlahos		Linda
Rendle		Kevin
Jacobsen		Eric
Reynolds		Kirsten
Marriner		Rebecca
Dunphey
Executive Automobile Program$13,200$13,200$13,200$13,200$13,200$9,900     $13,200     $8,988     $13,200     $13,200     $3,300
Basic Financial Planning15,03715,35612,35412,00022,15117,32316,97116,971—12,8534,578
Other Perquisites5,9613,4804,0803,3604,7855,272
Paid Parking at Oakland Headquarters4,2003,3604,2004,200—
Health Club Allowance1,4401,4401,4401,440360
Annual Executive Physical—2,319—2,319—
Total$34,198      $32,036      $29,634$28,560$40,136      $32,495$35,811    $33,078   $18,840 $34,012    $8,238

Continues on next page64       ►

THE CLOROX COMPANY- 20172022 Proxy Statement

45

Table of Contents

Compensation Discussion and Analysis Tables

FISCAL YEAR 2017 GRANTS OF PLAN-BASED AWARDS – FISCAL YEAR 2022

This table shows grants of plan-based awards to the named executive officersNEOs during fiscal year 2017.2022.

Name  Grant
Date		  Threshold
($)		  Target
($)		  Maximum
($)		  Threshold
(#)		  Target
(#)		  Maximum
(#)		  All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)		  All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)		  Exercise
or Base
Price of
Option
Awards
($/Sh)		  

Grant Date
Fair Value
of Stock
and Option
Awards
($)

Benno Dorer      
Annual Incentive Plan(1)—$1,486,250$10,330,000
Performance Shares(2)9/13/20164,82319,29028,935$2,374,406
Stock Options(3)9/13/2016172,850$123.092,374,959
Stephen M. Robb
Annual Incentive Plan(1)—518,5006,198,000
Performance Shares(2)9/13/20161,4235,6908,535700,382
Stock Options(3)9/13/201650,950$123.09700,053
Dawn Willoughby
Annual Incentive Plan(1)—460,0006,198,000
Performance Shares(2)9/13/20169153,6605,490450,509
Stock Options(3)9/13/201632,750$123.09449,985
Restricted Stock Units(4)4/3/20172,2302,2302,230300,024
Laura Stein
Annual Incentive Plan(1)—416,1506,198,000
Performance Shares(2)9/13/20168383,3505,025412,352
Stock Options(3)9/13/201630,020$123.09412,475
James Foster
Annual Incentive Plan(1)—307,4506,198,000
Performance Shares(2)9/13/20165332,1303,195262,182
Stock Options(3)9/13/201619,100$123.09262,434
Nikolaos A. Vlahos
(Retired March 31, 2017)
Annual Incentive Plan(1)—428,0006,198,000
Performance Shares(2)(5)9/13/20169153,6605,490450,509
Stock Options(3)(5)9/13/201632,750$123.09449,985

Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards

Estimated Possible Payouts
Under Equity Incentive Plan
Awards		All Other
Stock
Awards:
Number
of Shares
of Stock or
Units
(#)		 All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)		 Exercise
or Base
Price of
Option
Awards
($/Sh)		 Grant
Date
Fair Value
of Stock
and
Option
Awards
($)
Name  Grant
Date		  Threshold
($)		  Target
($)		  Maximum
($)		  Threshold
(#)		  Target
(#)		  Maximum
(#)		  
Linda Rendle
Annual Incentive Plan(1)—1,687,5005,062,500
Performance Share
Units(2)		9/21/2021—22,53145,0623,689,902
Restricted Stock Units(3)9/21/20217,5101,229,913
Stock Options(4)9/21/202155,224163.771,229,989
Kevin Jacobsen
Annual Incentive Plan(1)—666,0001,998,000
Performance Share
Units(2)		9/21/2021—7,32714,6541,199,943
Restricted Stock Units(3)9/21/20212,442399,926
Stock Options(4)9/21/202117,959163.77399,996
Eric Reynolds
Annual Incentive Plan(1)—740,0002,220,000
Performance Share
Units(2)		9/21/2021—8,42616,8521,379,926
Restricted Stock Units(3)9/21/20212,808459,866
Stock Options(4)9/21/202120,653163.77459,998
Kirsten Marriner
Annual Incentive Plan(1)—520,0001,560,000
Performance Share
Units(2)		9/21/2021—4,7629,524779,873
Restricted Stock Units(3)9/21/20211,587259,903
Stock Options(4)9/21/202111,673163.77259,989
Rebecca Dunphey
Annual Incentive Plan(1)—117,370352,110
Performance Share
Units(2)		————
Restricted Stock Units(3)3/21/202218,6732,499,941
Stock Options(4)———
(1)Represents estimated possible payouts of annual incentive awards for fiscal year 20172022 under the Annual Incentive PlanAIP for each of our named executive officers.NEOs. The Annual Incentive PlanAIP is an annual cash incentive opportunity and, therefore, awards are earned in the year of grant. The target amounts represent the potential payout if both Companycompany performance, including financial and strategic metrics, and individual performance are at target levels. The maximum amount represents the stockholder-approved maximum payout in the Annual Incentive Plan of 1.0% of Company earnings before income taxes for Mr. Dorer and 0.6% of Company earnings before income taxes for all other named executive officers. The Annual Incentive Plan is designed to enable the Committee to make awards that meet the requirements of IRC Section 162(m), as appropriate, and theMaximum column reflects maximum awards possible under the Annual Incentive Plan. The Committee historically has paid annual incentive awards that are substantially lower than the maximum Annual Incentive Plan payouts.AIP using a Company Multiplier of 200% and an Individual Multiplier of 150% for each NEO. See the Summary Compensation Table for the actual payout amounts in fiscal year 20172022 under the Annual Incentive Plan.AIP. SeeAnnual Incentives “Annual Incentives” in the Compensation Discussion and Analysis for additional information about the Annual Incentive Plan.AIP.
(2)Represents possible future payouts of Common StockClorox common stock underlying performance sharesPSUs awarded in fiscal year 20172022 to each of our named executive officersNEOs as part of their participation in the 2005 Stock Incentive Plan. These awards will vest upon the achievement of performance measures based on cumulative economic profit growth over a three-year period, with the threshold, target, and maximum awards equal to 25%0%, 100%, and 150%200%, respectively, of the number of performance sharesPSUs granted. If the minimum financial goals are not met at the end of the three-year period, no PSU awards will be paid out under the 2005 Stock Incentive Plan. SeeLong-Term Incentives “Long-Term Incentives” in the Compensation Discussion and Analysis for additional information.
(3)Represents RSUs awarded to each of our NEOs under the 2005 Stock Incentive Plan. All RSUs vest in equal installments on the first, second, third, and fourth anniversaries of the grant date other than the one-time off-cycle award of 18,673 RSUs granted to Ms. Dunphey when she was hired as Senior Vice President and General Manager – Specialty Division, effective March 21, 2022, which vest 100% on the third anniversary of the grant date.
(4)Represents stock options awarded to each of our named executive officersNEOs under the 2005 Stock Incentive Plan. All stock options vest in equal installments on the first, second, third, and fourth anniversaries of the grant date.

(4)

Represents restricted stock units awarded under the 2005 Stock Incentive Plan to Ms. Willoughby when she became the soleTHE CLOROX COMPANYExecutive Vice President – Chief Operating Officer effective April 3, 2017. Theaward vests 100% on the third anniversary of the grant date.

(5)The option and performance share awards granted to Mr. Vlahos in fiscal year 2017 were forfeited at his retirement.

46       THE CLOROX COMPANY - 2017 - 2022 Proxy Statement

65

Table of Contents

Compensation Discussion and Analysis Tables

OUTSTANDING EQUITY AWARDS AT FISCAL 2017 YEAR-END – 2022

The following equity awards granted to our named executive officersNEOs were outstanding as of the end of fiscal year 2017.2022.

Stock Awards
Name     Number of
Securities
Underlying
Unexercised
Options -
Exercisable
(#)		     Number of
Securities
Underlying
Unexercised
Options -
Unexercisable
(#)		     Option
Exercise
Price
($)		     Option
Expiration
Date		     Number
of Shares
or Units
of Stock
That
Have Not
Vested
(#)		     Market
Value of
Shares
or
Units of
Stock
That
Have Not
Vested
($)		     Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,Units,
or Other
Rights That
Have Not
Vested
(#)		     Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares,Units,
or Other Rights
That Have Not
Vested
($)(1)
Benno Dorer                
Stock Options(2)14,380—     $63.959/16/2018
17,460—57.259/15/2019
19,826—66.489/14/2020
 19,809—68.159/13/2021
31,058—72.119/11/2022
26,559—74.091/2/2023
30,59810,200(3)84.459/17/2023
25,39025,390(4)89.829/17/2024
110,585110,585(5)100.2411/20/2024
41,350124,050(6)111.609/15/2025
—172,850(7)123.099/13/2026
Performance Shares(2)8,145(8)$1,085,240
15,090(9)2,010,592
19,490(10)2,596,848
19,290(11)2,570,200
Stephen M. Robb
Stock Options(2)54,600—72.119/11/2022
30,73510,245(3)84.459/17/2023
28,64528,645(4)89.829/17/2024
10,45731,373(6)111.609/15/2025
—50,950(7)123.099/13/2026
Performance Shares(2)9,180(8)1,223,143
4,930(10)656,873
5,690(11)758,136
Dawn Willoughby
Stock Options(2)11,550—72.119/11/2022
6,830—74.091/2/2023
15,3675,123(3)84.459/17/2023
11,72011,720(4)89.829/17/2024
5,1905,190(12)97.239/22/2024
7,60522,815(6)111.609/15/2025
—32,750(7)123.099/13/2026
Performance Shares(2)3,765(8)501,649
1,935(13)257,819
3,580(10)476,999
3,660(11)487,658
Restricted Stock Units2,230(14)$297,125
Option AwardsStock Awards
Name  Number of
Securities
Underlying
Unexercised
Options-
Exercisable
(#)		  Number of
Securities
Underlying
Unexercised
Options-
Unexercisable
(#)		  Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options		  Option
Exercise
Price
($)		  Option
Expiration
Date		  Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)		  Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)		  Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#)		  Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)(1)
Linda Rendle
Stock Options(2)2,935—84.459/17/2023
7,850—89.829/17/2024
12,360—111.609/15/2025
14,560—123.099/13/2026
20,470—135.579/12/2027
14,2804,760(3)151.859/18/2028
5,1991,733(4)154.881/7/2029
24,97724,978(5)155.549/17/2029
8,07924,237(6)212.389/22/2030
—     55,224(7)163.779/21/2031
Performance Share
Units(2)		5,722(8)806,661
14,125(9)1,991,343
    22,531(10)3,176,420
Restricted Stock Units(2)3,531(11)497,800
   7,510(12)1,058,760
Kevin Jacobsen              
Stock Options(2)2,458—135.579/12/2027
5,580—128.694/2/2028
21,8407,280(3)151.859/18/2028
17,48417,484(5)155.549/17/2029
2,7508,250(6)212.389/22/2030
—17,959(7)163.779/21/2031
Performance Share
Units(2)		4,005(8)564,625
4,808(9)677,832
7,327(10)1,032,960
Restricted Stock Units(2)1,148(11)161,845
      2,442(12)344,273    
Eric Reynolds
Stock Options(2)15,210—111.609/15/2025
15,470—123.099/13/2026
16,380—135.579/12/2027
10,0803,360(3)151.859/18/2028
4,4561,486(4)154.881/7/2029
16,23516,235(5)155.549/17/2029
3,39310,180(6)212.389/22/2030
—20,653(7)163.779/21/2031
Performance Share
Units(2)		3,718(8)524,223
5,932(9)836,293
8,426(10)1,187,897
Restricted Stock Units(2)1,431(11)201,742
      2,808(12)395,872

Continues on next page66       ►

THE CLOROX COMPANY- 20172022 Proxy Statement

47

Table of Contents

Stock Awards
Name     Number of
Securities
Underlying
Unexercised
Options -
Exercisable
(#)		     Number of
Securities
Underlying
Unexercised
Options -
Unexercisable
(#)		     Option
Exercise
Price
($)		     Option
Expiration
Date		     Number
of Shares
or Units
of Stock
That
Have Not
Vested
(#)		     Market
Value of
Shares
or
Units of
Stock
That
Have Not
Vested
($)		     Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,Units,
or Other
Rights That
Have Not
Vested
(#)		     Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares,Units,
or Other Rights
That Have Not
Vested
($)(1)
Laura Stein
Stock Options(2)13,650—72.119/11/2022
29,9709,990(3)84.459/17/2023
20,83520,835(4)89.829/17/2024
7,60522,815(6)111.609/15/2025
—30,020(7)123.099/13/2026
Performance Shares(2)6,675(8)889,377
3,580(10)476,999
3,350(11)446,354
James Foster
Stock Options(2)7,185—72.119/11/2022
—5,443(3)84.459/17/2023
—11,720(4)89.829/17/2024
—4,400(5)100.2411/20/2024
4,75214,258(6)111.609/15/2025
 —19,100(7)123.099/13/2026
Performance Shares(2)3,765(8)501,649
2,240(10)298,458
2,130(11)283,801
Nikolaos A. Vlahos
(Retired March 31, 2017)
Stock Options(2)22,815—(6)111.604/1/2022
Performance Shares(2)3,555(9)473,668
1,827(13)243,429
2,088(10)278,205

Compensation Discussion and Analysis Tables

Option AwardsStock Awards
Name Number of
Securities
Underlying
Unexercised
Options-
Exercisable
(#)		 Number of
Securities
Underlying
Unexercised
Options-
Unexercisable
(#)		 Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options		 Option
Exercise
Price
($)		 Option
Expiration
Date		 Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)		 Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)		 Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#)		 Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)(1)
Kirsten Marriner              
Stock Options(2)6,143—135.579/12/2027
14,2804,760(3)151.859/18/2028
11,86411,864(5)155.549/17/2029
1,9395,817(6)212.389/22/2030
—        11,673(7)163.779/21/2031
Performance Share
Units(2)		2,717(8)383,067
3,390(9)477,922
       4,762(10)671,347
Restricted Stock Units(2)848(11)119,551
              1,587(12)223,735
Rebecca Dunphey
Restricted Stock Units(2)18,673(13)2,632,520
(1)Represents the unvestedtarget “target” number of performance sharesPSUs under the 2005 Stock Incentive Plan multiplied by the closing price of our Common Stockcommon stock on June 30, 2017,2022, except as noted below in footnote (8). The ultimate value will depend on whether performance criteria are met and the value of our Common Stockcommon stock on the actual vesting date.
(2)GrantsAwards were madegranted under the 2005 Stock Incentive Plan.
(3)Represents the unvested portion of stock options that vest in four equal installments beginning one year from the grant date of September 17, 2013.12, 2018.
(4)Represents the unvested portion of off-cycle stock options granted to Ms. Rendle and Mr. Reynolds when they were promoted to Executive Vice President, Strategy and Operations and Executive Vice President, Cleaning and Burt’s Bees, respectively, effective January 7, 2019. Options vest in four equal installments beginning one year from the grant date of January 7, 2019.
(5)Represents the unvested portion of stock options that vest in four equal installments beginning one year from the grant date of September 17, 2014.
(5)Represents unvested portion of off-cycle stock options granted to Messrs. Dorer and Foster when they were promoted to Chief Executive Officer and Executive Vice President – Product Supply, Enterprise Performance and IT, respectively, effective November 20, 2014. Options vest in four equal installments beginning one year from the grant date of November 20, 2014.18, 2019.
(6)Represents the unvested portion of stock options that vest in four equal installments beginning one year from the grant date of September 15, 2015.22, 2020.
(7)Represents the unvested portion of stock options that vest in four equal installments beginning one year from the grant date of September 13, 2016.22, 2021.
(8)Represents the actual number of performance sharesPSUs that were paid out under our 2005 Stock Incentive Plan. The grants from the planawards have a three-year performance period (fiscal years 20152020 through 2017)2022). Performance is based on achievement of cumulative economic profit growth. After completion of fiscal year2017, 2022, the Committee determined whether the performance measures had been achieved and based on the results, on August 17, 2017,11, 2022, the Committee approved the payout of this award at 150%89% of target.
(9)Represents thetarget “target” number of performance sharesPSUs that can be earned under our 2005 Stock Incentive Plan. The off-cycle grants from the plan, which were granted to Mr. Dorer when he was promoted to Chief Executive Officer effective November 20, 2014,awards have a three-year performance period (October 1, 2014(fiscal years 2021 through September 30, 2017)2023). Performance is based on achievement of cumulativeEP growth. The Committee will determine whether the performance measures have been achieved after the completion of the performance period.
(10)Represents thetarget number of performance shares that can be earned under our 2005 Stock Incentive Plan. The grants from the plan have a three-year performance period (fiscal years 2016 through 2018). Performance is based on achievement of cumulativeEP growth.economic profit growth goals. The Committee will determine whether the performance measures have been achieved after the completion of fiscal year 2018.2023.

48       THE CLOROX COMPANY - 2017 Proxy Statement

Table of Contents

Compensation Discussion and Analysis

(11)(10)Represents thetarget “target” number of performance sharesPSUs that can be earned under our 2005 Stock Incentive Plan. The grants from the planawards have a three-year performance period (fiscal years 20172022 through 2019)2024). Performance is based on achievement of cumulativeEP growth.economic profit growth goals. The Committee will determine whether the performance measures have been achieved after the completion of fiscal year 2019.2024.
(12)(11)Represents unvested portion of off-cycle stock options granted to Ms. Willoughby when shewas promoted to Executive Vice President, Chief Operating Officer – Cleaning and International effective September 22, 2014. OptionsRSUs that vest in four equal installments beginning one year from the grant date of September 22, 2014.2020.
(12)Represents unvested portion of RSUs that vest in four equal installments beginning one year from the grant date of September 21, 2021.
(13)Represents the actual number of performance shares that were paid out under our 2005 Stock Incentive Plan. The off-cycle grants from the plan, which were granted to Mr. Vlahos and Ms. Willoughby when they were promoted to Executive Vice President, Chief Operating Officer – Household, Lifestyle and Core Functions and Executive Vice President, Chief Operating Officer – Cleaning and International, respectively, effective September 22, 2014, have a three-year performance period (fiscal years 2015 through 2017). Performance is based on achievement of cumulativeEP growth. After completion of fiscal year2017, the Committee determined whether the performance measures had been achieved and based on the results, on August 17, 2017, the Committee approved the payout of this award at 150% of target.
(14)Represents unvested one-time off-cycle restricted stock unit grant that wasRSU award granted to Ms. WilloughbyDunphey when she became the sole Executivewas hired as Senior Vice President and General Manager – Chief Operating OfficerSpecialty Division, effective April 3, 2017. Restricted stock unitsMarch 21, 2022. These RSUs vest three years from100% on the third anniversary of the grant date.

Continues on next page►

THE CLOROX COMPANY- 20172022 Proxy Statement

4967

Table of Contents

Compensation Discussion and Analysis Tables

FISCAL YEAR 2017 OPTION EXERCISES AND STOCK VESTED – FISCAL YEAR 2022

This table shows stock options exercised and stock vested for the named executive officersNEOs during fiscal year 2017.2022.

Option AwardsStock Awards
Name       Number
of Shares
Acquired
on Exercise
(#)		       Value
Realized on
Exercise
($)(1)		       Number of
Shares
Acquired
on Vesting
(#)(2)		       Value
Realized on
Vesting
($)(2)
Benno Dorer 12,350(3)  $892,411—$—
Stephen M. Robb————
Dawn Willoughby10,000(3)589,222——
Laura Stein40,950(3)2,440,391——
James Foster15,702(3)581,191——
Nikolaos A. Vlahos(Retired March 31, 2017)50,037(3)2,170,961——

Option AwardsStock Awards
Name   Number of
Shares Acquired
on Exercise
(#)(1)		     Value
Realized on
Exercise
($)(2)		     Number of Shares
Acquired on
Vesting
(#)(3)		     Value
Realized
on Vesting
($)(4)
Linda Rendle1,697146,230           5,176(5)755,384
Kevin Jacobsen——4,787815,691
Eric Reynolds——3,535(6)510,987
Kirsten Marriner——3,116530,573
Rebecca Dunphey————
(1)The number of shares represents the exercise of nonqualified stock options granted in previous years under Clorox’s 2005 Stock Incentive Plan.
(2)The dollar value realized reflects the difference between the market price of the Common StockClorox common stock upon exercise and the stock option exercise price.
(2)Stock awards represent performance shares granted under the Company’s 2005 Stock Incentive Plan. The grant from the plan had a three-year performance period (fiscal years 2014 through 2016). Performance was based on achievement of cumulative operating profit andEP growth. On August 8, 2016, the Committee approved the payout of this award at 0% of target; thus, no awards vested and no value was realized.
(3)The number of shares represents the exercisevesting of nonqualified stock optionsRSUs, PSUs, and dividend equivalent units granted through participation in previous years under the Company’sClorox’s 2005 Stock Incentive Plan.
(4)The dollar value realized reflects the market value of the vested shares and dividend equivalent units based on the closing price of Clorox common stock on the vesting date. For deferred shares, the dollar value realized reflects the market value of the vested shares and dividend equivalent units based on the closing price of Clorox common stock on June 30, 2022.
(5)These shares have been deferred and will be distributed over five annual installments immediately after separation (subject to any required delay in payment due to IRC Section 409a).
(6)These shares have been deferred and will be distributed over five annual installments starting five years after the vesting date.

Overview of Pension Benefits

Historically, pension benefits have been paid to the named executive officers under the following plans: (i) the Pension Plan, (ii) the cash balance restoration provision in the NQDC, and (iii) the SERP. Effective July 1, 2011, the

Pension Plan and the cash balance restoration provision under the NQDC were frozen. The SERP was also frozen as of June 30, 2011, with regard to pay and offsets, while still allowing age and service credits, as described in theRetirement Plans section of the CD&A.


50     THE CLOROX COMPANY - 2017

68       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Compensation Discussion and Analysis Tables

FISCAL YEAR2017PENSION BENEFITS TABLE– FISCAL YEAR 2022

The following table sets forth each named executive officer’s pension benefits under the Company’s pension plans for fiscal year 2017.

Name       Plan Name       Number of Years
of Credited
Service
(#)(1)		       Present Value
of Accumulated
Benefit
($)(2)		       Payments
During Last
Fiscal Year
($)
Benno DorerThe Clorox Company Pension Plan(3)12        $53,573$—
SERP(4)122,501,902—
Cash Balance Restoration(5)12143,782—
Stephen M. RobbThe Clorox Company Pension Plan(3)28152,000—
SERP(4)281,721,108—
Cash Balance Restoration(5)2867,539—
Dawn WilloughbyThe Clorox Company Pension Plan(3)1683,455—
SERP(4)16——
 Cash Balance Restoration(5)1618,063—
Laura SteinThe Clorox Company Pension Plan(3)20132,759—
SERP(4)204,473,135—
Cash Balance Restoration(5)20239,132—
James FosterThe Clorox Company Pension Plan(3)20122,748—
 SERP(4)20——
Cash Balance Restoration(5)2047,601—
Nikolaos A. VlahosThe Clorox Company Pension Plan(3)21128,982—
(Retired March31, 2017)SERP(4)21——
Cash Balance Restoration(5)2150,701—

Name(1)     Plan Name     Number of Years
of Credited
Service
(#)(2)		     Present Value
of Accumulated
Benefit
($)		     Payments
During Last
Fiscal Year
($)
Linda RendleThe Clorox Company Pension Plan(3)1954,533—
Kevin JacobsenThe Clorox Company Pension Plan(3)26143,907—
Cash Balance Restoration(4)2648,334—
Eric ReynoldsThe Clorox Company Pension Plan(3)2310,6731—
Cash Balance Restoration(4)232,285—
Kirsten MarrinerThe Clorox Company Pension Plan(3)———
Rebecca DunpheyThe Clorox Company Pension Plan(3)———
(1)Only Messrs. Jacobsen and Reynolds participate in the cash balance restoration provision of the NQDC. Mses. Marriner and Dunphey do not participate in any of the pension plans.
(2)Number of years of credited service is rounded down to the nearest whole number.
(2)Present value of the accumulated benefit was calculated using the following assumptions: mortality table: MILES-CGFD; discount rate: 3.70%; and age at June 30, 2017.
(3)The Pension Plan was frozen effective July 1,June 30, 2011. Participants keep their accumulated pay credits and receive only quarterly interest credits after that date.
(4)The SERP was frozen with regards to pay and offsets effective June 30, 2011. Age and service credits continue to accrue. Messrs. Dorer and Robb and Ms. Stein are the only named executive officers eligible for the SERP.
(5)The cash balance restoration provision in the NQDC was eliminated effective July 1,June 30, 2011, when the Pension Plan was frozen. Participants keep their accumulated pay credits but no contributions were made under this provision after July 1,June 30, 2011.

Overview of Pension Benefits

Pension benefits may be paid to the NEOs under the Pension Plan or the cash balance restoration provision of the NQDC. Effective June 30, 2011, the Pension Plan and the cash balance restoration provision under the NQDC were frozen.

In fiscal year 2023, we will begin to transition administration of the Pension Plan to an insurance company specializing in pension fund management. All benefits earned under the Pension Plan will be protected during this change, meaning it will not impact the value of individual plan participants’ benefits. This transition is regulated by the IRS through a standard pension plan termination process and typically takes 18 to 24 months.

THE CLOROX COMPANY - 2022 Proxy Statement

69

Table of Contents

Compensation Discussion and Analysis Tables

NONQUALIFIED DEFERRED COMPENSATION – FISCAL YEAR 2022

The following table provides information regarding the accounts of the NEOs under the NQDC and ERP in fiscal year 2022.

Name     Executive
Contributions
in Last FY
($)(1)		     Registrant
Contributions
in Last FY
($)(2)		     Aggregate
Earnings
in Last FY
($)(3)		     Aggregate
Balance
at Last FYE
($)(4)(5)
Linda Rendle105,507363,207-217,2551,575,375
Kevin Jacobsen644,367170,320-110,7942,586,285
Eric Reynolds190,768185,884-210,7031,138,191
Kirsten Marriner37,365139,263-139,455803,744
Rebecca Dunphey3,692—-1383,554
(1)Amounts represent the annual base salary and incentive award that each executive deferred during fiscal year 2022. Deferred base salary is also reported in the Summary Compensation Table – Salary. Deferred annual incentive awards are also reported in the Summary Compensation Table – Non-Equity Incentive Plan Compensation.
(2)Represents that portion of the 401(k) Plan company match and annual contribution of up to 10% of eligible compensation that is in excess of IRC compensation limits, pursuant to the 401(k) restoration provision of the NQDC and Clorox’s contribution under the ERP. These contributions are also reported in the Summary Compensation Table – All Other Compensation and are included under the caption “Nonqualified Deferred Compensation Plan” in footnote (7) to the Summary Compensation Table.
(3)Earnings are based on an array of investment options that generally mirror the 401(k) Plan. Earnings vary based on participant investment elections.
(4)Reflects aggregate balances under the restoration provision of the NQDC and any deferred base salary and annual incentive awards as of the end of fiscal year 2022.
(5)The executive and registrant contribution total amounts in the table below are also reported as compensation in the Summary Compensation Table in the years indicated:

      Fiscal Year     Linda
Rendle		     Kevin
Jacobsen		     Eric
Reynolds		     Kirsten
Marriner		     Rebecca
Dunphey
2022$468,714 $814,687$376,651 $176,628   $3,692
2021394,957518,257287,062230,049—
2020$104,278$98,548$83,960——

Overview of Nonqualified Deferred Compensation Plans

Executive Retirement Plan.Our executive officers (including each of our named executive officers) are eligible for participation in the ERP. The ERP provides that the Company will make an annual contribution of 5% of an eligible participant’s base salary plus annual incentive payment into the plan. Company contributions will vest over a three-year period and will fully vest upon the participant’s attainment of age 62 with10 years of service with the Company (at which time the individuals are considered retirement-eligible under the ERP). An eligible participant can elect distribution in a lump sum or up to 15 annual installments upon a qualifying payment event.

Nonqualified Deferred Compensation Plan.Plan

Under the NQDC, participants including each of our named executive officers, may voluntarily defer the receipt of up to 50% of their base salary and up to 100% of their annual incentive award. In addition, the NQDC offers a 401(k) restoration provision.provision for those who defer at a required level. All CompanyClorox retirement contributions

are made in the form of (i) a fixed 6% employer annual contribution and (ii) an employer match of up to 4% of pay into the 401(k) Plan, subject to IRC compensation limits. Contributions on eligible compensation that exceed the IRC compensation limits are contributed into a participant’s NQDC account under the 401(k) restoration provision.

Participants in the NQDC may elect to receive benefits from the NQDC either in a lump sum or up to 15 annual payments upon a qualifying payment event. Participants may choose from an array of investment crediting rates that generally mirror the investment fund options available in the 401(k) Plan. The NQDC uses the same benefit formulas, types of compensation to determine benefits, and vesting requirements as our frozen tax-qualified retirement plans.the 401(k) Plan. The responsibility to pay benefits under the NQDC is an unfunded and unsecured obligation of Clorox.

Executive Retirement Plan

Our executive officers are eligible for participation in the Company.ERP. The ERP provides that Clorox will make an annual contribution of 5% of an eligible participant’s base salary plus annual incentive payment into the ERP. Clorox contributions vest over a three-year period and individuals are considered retirement-eligible under the ERP upon attainment of age 62 with 10 years of service with Clorox. An eligible participant may elect distribution in a lump sum or up to 15 annual installments upon a qualifying payment event.

70       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Compensation Discussion and Analysis Tables

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL – FISCAL YEAR 2022

The following table provides information regardingreflects the accountsestimated amount of compensation payable to each of our NEOs upon termination of the named executive officersNEO’s employment under various scenarios. The amounts exclude earned amounts such as vested or accrued benefits.

The amounts shown are calculated using an assumed termination date of the NQDC and ERP inlast business day of fiscal year 2017.2022 (June 30, 2022) and the closing price of our common stock on that date ($140.98). Although the calculations are intended to provide reasonable estimates of the potential compensation payable upon termination, they are based on assumptions outlined in the footnotes of the table and may not represent the actual amount the NEO would receive if an eligible termination event were to occur.

The table does not include compensation or benefits provided under plans or arrangements that are generally available to all salaried employees. Amounts reflected for change in control assume that each NEO is involuntarily terminated by Clorox without cause or voluntarily terminates for good reason within two years after a change in control.

Name and Benefits     Involuntary
Termination
Without Cause
($)		     Involuntary
Termination
After Change
In Control
($)		     Resignation or
Retirement
($)		Disability or
Death
($)
Linda Rendle     
Cash Payment6,468,750(1)10,125,000(2)—(3)—(4)
Stock Options1,418,752(5)1,418,752(6)—2,311,880(7)
Restricted Stock Units—1,556,560(8)—1,556,560(8)
Performance Share Units—6,343,927(9)—6,343,927(10)
Retirement Plan Benefits————
Health & Welfare Benefits29,794(11)44,690(12)——
Financial Planning—16,500(13)——
Total Estimated Value7,917,29519,505,429—10,212,367
Kevin Jacobsen
Cash Payment2,146,000(14)3,478,000(15)—(3)—(4)
Stock Options1,557,482(5)1,557,482(6)1,557,482(5)1,557,482(7)
Restricted Stock Units506,118(16)513,661(8)506,118(16)506,118(8)
Performance Share Units1,519,834(17)2,464,190(9)1,519,834(17)2,464,190(10)
Retirement Plan Benefits————
Health & Welfare Benefits28,809(11)28,809(12)——
Financial Planning—16,500(13)——
Total Estimated Value  5,758,2438,058,641  3,583,4344,527,790
Eric Reynolds
Cash Payment       2,220,000(14)     3,700,000(15)     —(3)     —(4)
Stock Options2,453,639(5)2,453,639(6)  2,453,639(5)2,453,639(7)
Restricted Stock Units597,614(16)604,910(8)597,614(16)597,614(8)
Performance Share Units1,635,024(17)2,741,028(9)1,635,024(17)2,741,028(10)
Retirement Plan Benefits————
Health & Welfare Benefits10,726(11)10,726(12)——
Financial Planning—16,500(13)——
Total Estimated Value6,917,0049,526,8034,686,2785,792,282

Continues on next page►

THE CLOROX COMPANY- 20172022 Proxy Statement

5171

Table of Contents

FISCAL YEAR 2017 NONQUALIFIED DEFERRED COMPENSATIONCompensation Discussion and Analysis Tables

Name       Executive
Contributions
in Last FY
($)(1)		       Registrant
Contributions
in Last FY
($)(2)		       Aggregate
Earnings
in Last FY
($)(3)		       Aggregate
Balance
at Last FYE
($)(4)(5)
Benno Dorer         $129,086         $491,733      $39,124  $2,647,798
Stephen M. Robb55,841203,212164,3191,832,707
Dawn Willoughby44,159166,357214,3411,432,878
Laura Stein47,909174,211472,1383,921,687
James Foster546,684126,691(3,078)2,285,200
Nikolaos A. Vlahos(Retired March 31, 2017)38,761166,28812,023877,055

Name and Benefits     Involuntary
Termination
Without Cause
($)		     Involuntary
Termination
After Change
In Control
($)		     Resignation or
Retirement
($)		Disability or
Death
($)
Kirsten Marriner
Cash Payment1,690,000(14)2,860,000(15)—(3)—(4)
Stock Options33,234(5)33,234(6)—411,016(7)
Restricted Stock Units—343,216(8)—343,286(8)
Performance Share Units—1,660,701(9)—1,660,701(10)
Retirement Plan Benefits————
Health & Welfare Benefits28,809(11)28,809(12)——
Financial Planning—16,500(13)——
Total Estimated Value1,752,0424,942,459—2,415,003
Rebecca Dunphey
Cash Payment1,515,000(14)2,460,000(15)—(3)—(4)
Stock Options—(5)—(6)——(7)
Restricted Stock Units—2,632,520(8)—2,632,520(8)
Performance Share Units——(9)——(10)
Retirement Plan Benefits————
Health & Welfare Benefits—(11)—(12)——
Financial Planning—16,500(13)——
Total Estimated Value1,515,0005,109,020—2,632,520
(1)Amounts represent the annual

This amount reflects two times Ms. Rendle’s current base salary and incentiveplus two times 75% of her target AIP award. In addition, the amount includes 100% of her current year target AIP award, that each executive deferred during fiscal year 2017. Deferred base salary is also reported inpro-rated to the Summary Compensation Table – Salary. Deferred annual incentive awards are also reported in the Summary Compensation Table – Non-Equity Incentive Plan Compensation.date of termination.

(2)Represents that portion of the Company’s 401(k) match and Company contribution of up to 10% of eligible compensation that is in excess of IRC compensation limits pursuant

This amount represents three times Ms. Rendle’s current base salary, plus three times her target AIP award, plus her current-year AIP award, pro-rated to the 401(k) restorationdate of termination, subject to the excise tax cut back provision of the NQDC and the Company’s contribution under the ERP. These contributions are also reported in the Summary Compensation Table – All Other Compensation and are included under the caption “Nonqualified Deferred Compensation Contributions” in footnote (6) to the Summary Compensation Table.CIC Plan.

(3)Earnings

Messrs. Jacobsen and Reynolds are eligible for retirement, including a pro-rata AIP award upon retirement. Mses. Rendle, Marriner, and Dunphey are not eligible for retirement, nor for a pro-rata annual incentive award upon retirement. However, all AIP-eligible employees active as of June 30, 2022 are eligible to receive an annual incentive award for the full fiscal year. This means, based on an arraythe assumed termination date of investment options that generally mirror the 401(k) Plan. Earnings vary based on participant investment elections.June 30, 2022, no employee would be eligible for a pro-rata AIP award, regardless of retirement eligibility.

(4)Reflects aggregate balances under

NEOs whose termination is the restoration provisionresult of disability or death are eligible to receive a pro-rata AIP award through the date of termination. However, all AIP-eligible employees active as of June 30, 2022 are eligible to receive an annual incentive award for the full fiscal year. This means, based on the assumed termination date of June 30, 2022, no employee would be eligible for a pro-rata AIP award, regardless of retirement status.

(5)

For Messrs. Jacobsen and Reynolds, who are retirement-eligible, this amount represents the expected value of the NQDCaccelerated vesting of all outstanding stock options, and any deferredassumes a five-year expected life or the remaining original term, whichever is shorter. For Mses. Rendle, Marriner, and Dunphey, this amount represents the intrinsic value of vested stock options at termination, based on the provision that non-retirement eligible executives exercise stock options within 90 days of termination, calculated as the difference between the June 30, 2022 closing Clorox common stock price of $140.98 and the exercise price for each option.

(6)

For Messrs. Jacobsen and Reynolds, who are retirement-eligible, this amount represents the expected value of the accelerated vesting of all outstanding stock options, and assumes a five-year expected life or the remaining original term, whichever is shorter. For Mses. Rendle, Marriner, and Dunphey, this amount represents the intrinsic value of the accelerated vesting of all outstanding stock options, based on the provision that non-retirement eligible executives exercise stock options within 90 days of termination, calculated as the difference between the June 30, 2022 closing Clorox common stock price of $140.98 and the exercise price for each option.

(7)

For Messrs. Jacobsen and Reynolds, who are retirement-eligible, this amount represents the expected value of the accelerated vesting of all outstanding stock options upon the NEO’s termination of employment due to disability or death, and assumes a five-year expected life or the remaining original term, whichever is shorter. For Mses. Rendle, Marriner, and Dunphey, this amount represents the expected value of the accelerated vesting of all outstanding stock options, based on the provision that non-retirement eligible executives exercise stock options within one year of death or disability, calculated as the difference between the June 30, 2022 closing Clorox common stock price of $140.98 and the exercise price for each option.

(8)

This amount represents the value of the accelerated vesting of RSUs upon change in control, death, or disability.

(9)

PSUs will vest based on actual performance through the date of the change in control. This amount assumes a prorated target payout and is valued at the closing price of Clorox common stock on June 30, 2022 of $140.98.


72       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Compensation Discussion and Analysis Tables

(10)

This amount represents the value of the accelerated vesting of PSUs upon a death or disability, assuming a target payout and valued at the closing price of Clorox common stock on June 30, 2022 of $140.98. Upon termination for death or disability, the entire PSU award will vest immediately. The actual payout will be determined after the end of the performance period, based on actual performance.

(11)

This amount represents the estimated cost to Clorox of providing welfare benefits, including medical, dental, and vision, for the two-year period following termination.

(12)

This amount represents the estimated cost to Clorox of providing welfare benefits, including medical, dental, and vision, for the two-year period (three-year period for Ms. Rendle) following a qualifying termination after a change in control.

(13)

This amount represents the cost of providing financial planning for the year of termination.

(14)

This amount reflects two times the NEO’s current base salary. In addition, for Messrs. Jacobsen and Reynolds, who are eligible for retirement, this amount includes 100% of their current year target AIP award, pro-rated to the date of termination. For Mses. Rendle, Marriner, and Dunphey, this amount includes 75% of their current year’s target AIP award, pro-rated to the date of termination.

(15)

This amount represents two times the NEO’s current base salary, plus two times the target AIP award, subject to the excise tax cut back provision in the CIC Plan. For Messrs. Jacobsen and annual incentive awardsReynolds, who are eligible for retirement, this amount also includes 100% of their current year target AIP award, pro-rated to the date of termination. For Mses. Rendle, Marriner, and Dunphey, this amount includes the target AIP award, pro-rated to the date of termination.

(16)

Messrs. Jacobsen and Reynolds are retirement-eligible and all unvested RSUs held longer than six months will continue to vest after termination. This amount represents the expected value of the continued vesting of such RSUs.

(17)

Messrs. Jacobsen and Reynolds are eligible for retirement and are entitled to receive a pro-rata portion of all PSUs for the September 2018, 2019, and 2020 awards. This value represents the full vesting of eligible shares from the September 2019 award, since they would have completed the entire performance period as of the assumed termination date of June 30, 2022, and the pro-rata vesting of the eligible shares from the September 2020 and 2021 awards, assuming a target payout and valued at the closing price of Clorox common stock on June 30, 2022 of $140.98. The actual payout of the shares will not be determined until the end of fiscal year 2017.

(5)The executive and registrant contribution total amounts in the table belowperformance period. NEOs who are also reported as compensation in the Summary Compensation Table in the years indicated:not retirement-eligible forfeit shares upon termination under these scenarios.


Fiscal Year       Benno
Dorer		       Stephen M.
Robb		       Dawn
Willoughby		       Laura
Stein		       James
Foster		       Nikolaos A.
Vlahos
2017  $620,819    $259,053    $210,516$222,120$673,375    $205,049
2016465,815229,316444,799217,646186,579
2015111,79582,161104,967

Potential PaymentsUpon Termination or Change in Control

PaymentsUpon Termination

Severance Plan for Named Executive Officers.

Under the terms of the Severance Plan, our named executive officersNEOs are eligible to receive benefits if their employment is terminated by the CompanyClorox without cause, (otherother than in connection with a change in control).control. No benefits are payable under the terms of the Severance Plan if the CompanyClorox terminates the employment of the named executive officerNEO for cause or if the named executive officerNEO voluntarily resigns.

Regardless of the manner in which a named executive officer’s employment terminates, each named executive officer wouldnature of any NEO’s termination, NEOs retain the amounts he or she had earned over the course of his or hertheir employment prior to the termination event, such as balances under the NQDC, vested and accrued retirement benefits, and previously vested stock options, except as outlined below underTermination forMisconduct. For further information about amounts previously earned, amounts, see the Summary Compensation Table and Outstanding Equity Awards at Fiscal2017 Year-End, Table,

Option Exercises and Stock Vested Table, , Pension Benefits Table,, and Nonqualified Deferred Compensation Table.tables.

Under the Severance Plan, each named executive officerNEO agrees to return and not to use or disclose proprietary information of the CompanyClorox and, for two years following any such termination, the named executive officerNEO is also prohibited from soliciting for employment any employee of the Company, or diverting or attempting to divert from the Company any business.Clorox.

Termination benefits under the Severance Plan for our named executive officersNEOs are as follows:

Involuntary Termination Without CauseCause. . If the CompanyClorox terminates the employment of a named executive officer (otherNEO other than the CEO)CEO without cause, the Severance Plan entitles the named executive officerNEO to receive a lump-sum severance payment after termination equal to two times the named executive officer’sNEO’s then-current base salary. In the case of the CEO, the severance amount is equal to the sum of (i) two times the CEO’s base salary and (ii) two times the


52     THE CLOROX COMPANY - 2017 Proxy Statement

Table of Contents

Compensation Discussion and Analysis

CEO’sthree-year average target annual bonusshort-term incentive for that fiscal year, multiplied by 75%.

Under the Severance Plan, a named executive officer (otherNEOs other than the CEO) isCEO are also entitled to an amount equal to 75% of his or her Annual Incentive Plan awardtheir AIP awards for the fiscal year in which he or she was terminated.they are terminated, prorated to the date of termination. The CEO is entitled to an amount equal to 100% of his Annual Incentive Planher AIP award for the fiscal year in which heshe was terminated.

The amountterminated, prorated to her date of severance paid is calculated usingtermination. In each case, the AIP award calculation uses the actual Company Financial Performance Multiplier for the fiscal year in which the executive is terminated and Strategic Metrics Multiplier,is paid after the end of the fiscal year at the same time AIP awards are paid to active employees.

THE CLOROX COMPANY - 2022 Proxy Statement

73

Table of Contents

Compensation Discussion and assumes an Individual Performance Multiplier of 100%, prorated to the date of termination. If the named executive officer isAnalysis Tables

NEOs who are retirement-eligible under the terms of the Annual Incentive Plan, the executive would beAIP are eligible for either the treatment under the Severance Plan (75% for NEOs or 100% for the CEO) or retirement treatment (an Individual Multiplier determined at the discretion of Clorox) for purposes of the Annual Incentive PlanAIP award payout. The MDCC decides which treatment to apply; in either case, the AIP award payout (retirement treatment would be 100%, versus 75%, of his or her Annual Incentive Plan award for the fiscal year in which he or she was terminated,remain prorated to the date of termination). It is the Committee’s decision as to which treatment to apply.termination.

The Severance Plan provides that the named executive officer is entitled to continue to participateNEOs with a lump-sum cash payment in the Company’slieu of continued participation in our medical, vision, and dental insurance programs for up to two years followingprograms. The cash payment represents the value of the monthly employer contribution toward those benefits in which the NEO was enrolled at termination, on the same terms as active employees.times 24 months. In addition, at the end of this coverage, a named executive officerNEOs will be eligible to participate in the Company’sany combination of our medical, vision, and/orand dental plans offered to former employees who retire at age 55 or older, provided the executive has completed at least10 years of service, on the same terms as such other former employees. If eligible,employees, provided the NEO has completed at least 10 years of service. Where applicable, this coverage will continuecontinues until the named executive officerNEO turns age 65. Thereafter, the named executive officerNEO may participate in the Company’sour general retiree health plan as it may exist in the future, if otherwise eligible. If the named executive officerNEO will be age 55 or older and will have completed at least10 years of service at the end of, and including, the two-year period following termination, the named executive officerNEO will be deemed to be age 55 and/orand to have10 years of service under any pre-65 retiree health plan as well as the SERP.plan.

The above severance-related benefits are provided only if the named executive officer executes a general release prepared by the Company.

Termination Due to Retirement. Under the Company’sClorox’s policy applicable to all employees, upon retirement the named executive officer is entitled to his or her salary through the last day of employment and is eligible for a pro-rata portion of the Annual Incentive Plan award for the fiscal year in which his or her retirement occurs. Based on the provisions of the respective plans, he or she will also be eligible to receive SERP, ERP, and other benefits under applicable

Company retirement plans. In addition to the amounts that the named executive officer has earned or accrued over the course of his or her employment under the Company’s qualified and nonqualified plans, a named executive officerNEOs who is at least age 55 with10 years of service or who has 20 years of service regardless of age on the date of termination is eligible to receive retirement-related benefits under the long-term incentive program. StockBeginning with the fiscal year 2021 awards, granted in September 2020, stock options held for longer than one yearat least six months will vest in full in accordance with the original vesting schedule and remain exercisable for five years following the named executive officer’sNEO’s retirement or until the expiration date, whichever is sooner, and performance shares held longer than one yearsooner. PSUs will be paid out on a pro-rata basis at the end of the relevant performance period based on the actual level of performance achieved during that period. Beginning with the fiscal year 2021 awards, granted in September 2020, RSUs held for at least six months will vest in full in accordance with the original vesting schedule.

Severance-related benefits are provided only if the NEO executes a general release prepared by Clorox.

Termination Due to Death or DisabilityRetirement. . Under the Company’sClorox’s policy applicable to all employees, if the named executive officer’s employment is terminated due to his or her death, the named executive officer’s beneficiary or estate is entitled to (i) the named executive officer’s salary through the date of his or her death, (ii)upon retirement, NEOs are eligible for a pro-rata portion of the named executive officer’s actual Annual Incentive PlanAIP award for the fiscal year in which their retirement occurs. Based on the provisions of his or her death,the respective plans, they also will be eligible to receive ERP and (iii)other benefits pursuantunder applicable Clorox retirement plans, including our general retiree health plan as it may exist in the future, if otherwise eligible.

In addition to the Company’s life insurance plan.amounts that the NEO has earned or accrued over the course of their employment under our qualified and nonqualified plans, under Clorox’s policy applicable to all employees, a NEO who is at least age 55 with 10 years of service or who has 20 years of service regardless of age on the date of termination is eligible to receive retirement-related benefits under the long-term incentive program. Beginning with the fiscal year 2021 awards, granted in September 2020, stock options held for at least six months will vest in full in accordance with the original vesting schedule and remain exercisable for five years following the NEO’s retirement or until the expiration date, whichever is sooner. PSUs will be paid out on a pro-rata basis at the end of the relevant performance period based on the actual level of performance achieved during that period. Beginning with the fiscal year 2021 awards, granted in September 2020, RSUs held for at least six months will vest in full in accordance with the original vesting schedule.

Termination Due to Disability or Death. If a NEO begins to receive benefits under our long-term disability plan, Clorox may terminate the NEO’s employment at any time, in which case the NEO will receive a pro-rata portion of the AIP award and a pro-rata portion of the NEO’s 6% annual contribution to the 401(k) plan for the fiscal year of termination. Stock options and restricted stock units will vest in full, and all vested options will remain exercisable for an additional year following the named executive officer’s deathNEO’s disability or until the expiration date, whichever is earlier, and all performance sharesPSUs will be paid out at the end of the relevant performance period based on the actual level of performance achieved during that period.

74       

THE CLOROX COMPANY - 2022 Proxy Statement


IfTable of Contents

Compensation Discussion and Analysis Tables

Under Clorox’s policy applicable to all employees, if a NEO’s employment is terminated due to death, the named executive officer beginsNEO’s beneficiary or estate is entitled to receive benefits under the Company’s long-term disability plan, the Company may terminate the named executive officer’s employment at any time, in which case the named executive officer will receive his or her salary through the date of his or her termination and will also be entitled to(i) a pro-rata portion of his or herthe NEO’s actual Annual Incentive PlanAIP award for the fiscal year of his or her termination.death, (ii) a pro-rata portion of the NEO’s 6% annual contribution to the 401(k) plan for the fiscal year of death, and (iii) benefits pursuant to our life insurance plan. Stock options and RSUs will vest in full, and all vested options will remain exercisable for an additional year following the named executive officer’s disabilityNEO’s death or until the expiration date, whichever is earlier, and all performance sharesPSUs will be paid out at the end of the relevant performance period based on the actual level of performance achieved during that period.


Continues on next page►

THE CLOROX COMPANY- 2017 Proxy Statement

53

Table of Contents

Termination for Misconduct. The CompanyClorox may terminate a named executive officer’sNEO’s employment for misconduct at any time without notice. Upon the named executive officer’sNEO’s termination for misconduct, the named executive officer is entitled to his or her salary through the date of his or her termination, butNEO is not entitled to any Annual Incentive PlanAIP award for the fiscal year in which his or hertheir termination for misconduct occurs. “Misconduct” under the Severance Plan means:means any act or omission of the NEO through which the NEO: (i) the willful and continued neglect ofwillfully neglects significant duties he or willful and continued violation ofshe is required to perform or willfully violates a material CompanyClorox policy, and, after having beenbeing warned in writing, continues to neglect such duties or continues to violate the specified Clorox policy; (ii) commits a material act of dishonesty, fraud, misrepresentation or other act of moral turpitude,turpitude; (iii) acts (or omits to act) with gross negligence in the course of employment,employment; (iv) the failurefails to obey a lawful direction of the Board or, for NEOs other than the CEO, a corporate officer to whom the named executive officerhe or she reports, directly or indirectly,indirectly; or (v) an action that isacts in any other manner inconsistent with the Company’sClorox’s best interests and values.

All outstanding stock optionoptions and restricted stock units grantsRSUs awards are forfeited upon a termination for misconduct. In addition, any retirement-related benefits a named executive officerNEO would normally receive related to performance sharesPSUs are also forfeited upon a termination for misconduct.

Voluntary Termination. A named executive officerNEO may resign from his or her employment at any time. Upon the named executive officer’sa NEO’s voluntary resignation, the named executive officer is entitled to his or her salary through the date of termination, butNEO is not entitled to any Annual Incentive PlanAIP award for the fiscal year of termination. All unvested outstanding stock options, restricted stock units,RSUs, and performance share grantsPSUs are forfeited upon voluntary termination.

The Company also maintainsthe CIC Plan for the benefit of each of our named executive officers. Please see the PotentialPaymentsUpon Termination or Change in Control section for further details on theCIC Plan.

Potential PaymentsUpon Change in Control

Executive Change in Control Severance Plan for Named Executive Officers.

Under the CIC Plan, executives are eligible for change in control severance benefits, subject to the execution of a waiver and release, if they are terminated without cause or resign for good reason (each as defined under the CIC Plan and as further described below) during (i) the two-year period following a change in control or (ii) a period of up to one year prior to the change in control in limited circumstances where the executive’s termination is directly related to or in anticipation of a change in control.

The severance benefits under the CIC Plan include (i) a lump-sum severance payment equal to two times (or,times—or, in the case of the CEO, three times) times—the sum of (a) the executive’s base salary and (b) average Annual Incentive PlanAIP award for the three completed fiscal years prior to termination, (ii) a lump-sum amount equal to the difference between the actuarial equivalent of the benefit the named executive officerNEO would have been entitled to receive if his or hertheir employment had continued until the second anniversary of the date of termination and the actuarial equivalent of the aggregate benefits paid or payable as of the date of termination under the qualified and nonqualified retirement plans, (iii) continuationa payment equal to the cost of applicable healthcare benefits for a maximum of two (or,two—or, in the case of the CEO, three) three—years following a severance-qualifying termination, (iv) continued financial planning services for the year of termination, (v) vesting of all outstanding equity awards granted prior to the change in control, and (vi) an amount equal to the average Annual Incentive PlanAIP award for the three completed fiscal years preceding termination prorated for the number of days employed in the fiscal year during which termination occurred.

THE CLOROX COMPANY - 2022 Proxy Statement

75

Table of Contents

Compensation Discussion and Analysis Tables

In addition, the CIC Plan provides for an excise tax cutback such that the excise tax under Sections 280G and 4999 of the IRC would not apply, (unlessunless the executive would receive a greater amount of severance benefits on an after-tax basis without a cutback, in which case the cutback would not apply).apply. The CIC Plan permits the CommitteeMDCC to make changes to the CIC Plan that are adverse to covered executives with 12 months’ advance notice. If a change in control of the CompanyClorox occurs during that 12-month period, then such changes would not become effective. Each participant under the CIC Plan is subject to certain restrictive covenants including confidentiality and non-disparagement provisions and a non-solicitation and non-diversion of business provision during the term of his or hertheir employment and for two years thereafter.

“Cause” is generally defined as (i) willful and continued failure to substantially perform duties upon written demand or (ii) willfully engaging in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company.Clorox. A termination for cause requires a vote of 75% of the Board at a meeting after notice to the executive has been given and the executive has had an opportunity to be heard.

“Good Reason” is generally defined as (i) an assignment of duties inconsistent in any material respects with the executive officer’s position (including offices and reporting requirements), authority, duties, or responsibilities (other than reassignments with a substantially similar level and scope of authority, duties, responsibilities, and reporting relationships), (ii) any failure to substantially comply with, or any reduction by Clorox in, any of the material provisions


54     THE CLOROX COMPANY - 2017 Proxy Statement

Table of Contents

Compensation Discussion and Analysis

of compensation plans, programs, agreements, or arrangements as in effect immediately prior to the change in control, whichincluding any material provisions consist ofreduction in base salary, cash incentive compensation target bonus opportunity, equity compensation opportunity in the aggregate, savings and retirementor employee benefits in the aggregate, and welfare benefits (including medical, dental, life, disability, and severance benefits)or perquisites in the aggregate, (iii) relocation of principal place of employment that increases the executive officer’s commuting distance by more than 5035 miles, (iv) termination of employment by the CompanyClorox other than as expressly permitted by the CIC Plan, or (v) failure of a successor company to assume the CIC Plan.

76       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Compensation Discussion and Analysis Tables

Estimated Potential PaymentsUponFiscal Year 2022 CEO Pay Ratio Termination

Under rules adopted by the SEC under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the Dodd-Frank Act), we are required to disclose the ratio of the annual total compensation of our CEO to the annual total compensation of our median compensated employee. We calculated annual total compensation for that employee using the same methodology we use for our NEOs as set forth in the Summary Compensation Table in this proxy statement.

●Total compensation for our median compensated employee was $63,866.
●Our CEO to median compensated employee pay ratio is 134:1.

The pay ratio reported here is a reasonable estimate calculated in a manner consistent with SEC rules.

To identify our median compensated employee for purposes of this disclosure, we first determined the pool of all individuals employed by us, other than the CEO, on June 30, 2022. Subsequently, we reviewed the total cash compensation earned by each such individual during fiscal year 2022. All employees (full-time, part-time, and temporary) other than the CEO were included in this analysis. We did not make any assumptions, adjustments, or Change in Controlestimates with respect to total cash compensation and no exclusions were used during this process. Finally, we selected as our median compensated employee the individual whose total cash compensation for fiscal year 2022 was closest to the median total cash compensation of the entire pool.

The following table reflectsSEC’s rules for identifying the estimated amountmedian compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of compensation payablemethodologies, to each of the Company’s named executive officers upon termination of the named executive officer’s employment under various scenarios. The amounts exclude earned amounts such as vested or accrued benefits, other than benefits vested under the Company’s SERP. If a named executive officer is eligible for his or her SERP

benefit as of the assumed termination date, the respective SERP benefit amount reported under theRetirement column is also included in the scenarios for Involuntary TerminationWithout Causeapply certain exclusions, and Involuntary TerminationAfter Change in Control on the Retirement Plan Benefits line.

The amounts shown are calculated using an assumed termination date effective as of the last business day of fiscal year 2017 (June 30, 2017) and the closing trading price of our Common Stock of $133.24 on such date. Although the calculations are intended to providemake reasonable estimates ofand assumptions that reflect their employee populations and compensation practices. As a result, the potentialpay ratio reported by other companies, including our compensation payable upon termination, they are based on assumptions outlined inpeer group, may not be comparable to the footnotes of the tablepay ratio reported above, as other companies have different employee populations and compensation practices and may not represent the actual amount the named executive officer would receive if an eligible termination event were to occur.

The table does not include compensation or benefits provided under plans or arrangements that are generally available to all salaried employees. Amounts reflected for changeuse different methodologies, exclusions, estimates and assumptions in control assume that each named executive officer is involuntarily terminated by the Company without cause or voluntarily terminates for good reason within two years after a change in control.calculating their own pay ratios.


Continues on next page►

THE CLOROX COMPANY- 20172022 Proxy Statement

5577

Table of Contents

FISCAL YEAR 2017 TERMINATION TABLE

Name and Benefits       Involuntary
Termination
Without Cause		              Involuntary
Termination
After Change
In Control		       Retirement       Disability       Death
Benno Dorer
Cash Payment      $5,664,490(1)   $8,750,307(2)$—(3)$—(4)$—(4)
Stock Options—9,768,672(5)—10,014,027(6)10,014,027(6)
Restricted Stock—————
Performance Shares—8,218,071(7)—8,218,071(8)8,218,071(8)
Retirement Plan Benefits3,500,059(20)4,423,676(19)—3,191,224(9)1,687,102(10)
Health & Welfare Benefits21,975(11)32,962(12)———
Financial Planning—16,500(13)———
       Total Estimated Value$9,186,524$31,210,189$—$21,423,322$19,919,200
Stephen M. Robb
Cash Payment$1,738,500(14)$3,087,150(15)$—(3)$—(4)$—(4)
Stock Options2,209,490(16)3,140,219(5)2,209,490(16)3,140,219(6)3,140,219(6)
Restricted Stock—————
Performance Shares1,323,474(17)2,323,278(7)1,323,474(17)2,323,278(8)2,323,278(8)
Retirement Plan Benefits———1,721,108(9)1,123,987(10)
Health & Welfare Benefits34,071(11)34,071(12)———
Financial Planning—16,500(13)———
       Total Estimated Value$5,305,534$8,601,218$3,532,964$7,184,605$6,587,484
Laura Stein
Cash Payment$1,603,800(14)$2,813,120(15)$—(3)$—(4)$—(4)
Stock Options1,710,273(16)2,258,664(5)1,710,273(16)2,258,664(6)2,258,664(6)
Restricted Stock—————
Performance Shares961,893(17)1,581,862(7)961,893(17)1,581,862(8)1,581,862(8)
Retirement Plan Benefits5,831,383(18)6,263,081(19)5,831,383(18)4,473,135(9)2,517,335(10)
Health & Welfare Benefits21,836(11)21,836(12)———
Financial Planning—16,500(13)———
       Total Estimated Value$10,129,185$12,955,062$8,503,549$8,313,661$6,357,861
James E. Foster
Cash Payment$1,253,450(14)$2,052,350(15)$—(3)$—(4)$—(4)
Stock Options1,120,046(16)1,468,955(5)1,120,046(16)1,468,955(6)1,468,955(6)
Restricted Stock—————
Performance Shares562,967(17)955,481(7)562,967(17)955,481(8)955,481(8)
Retirement Plan Benefits—————
Health & Welfare Benefits35,259(11)35,259(12)———
Financial Planning—16,500(13)———
       Total Estimated Value$2,971,722$4,528,544$1,683,014$2,424,436$2,424,436
Dawn Willoughby
Cash Payment$1,495,000(14)$2,405,442(15)$—(3)$—(4)$—(4)
Stock Options—1,771,855(5)—1,822,303(6)1,822,303(6)
Restricted Stock Units—297,125(21)—297,125(21)297,125(21)
Performance Shares—1,531,779(7)—1,531,779(8)1,531,779(8)
Retirement Plan Benefits—————
Health & Welfare Benefits25,214(11)25,214(12)———
Financial Planning—16,500(13)———
       Total Estimated Value$1,520,214$6,047,915$—$3,651,208$3,651,208

56       THE CLOROX COMPANY - 2017 Proxy Statement

Table of Contents

Compensation Discussion and Analysis

Name and Benefits       Involuntary
Termination
Without Cause		       Involuntary
Termination
After Change
In Control		       Retirement       Disability       Death
Nikolaos A. Vlahos(22)
Cash Payment$—$—   $—$—$—
Stock Options—————
Restricted Stock—————
Performance Shares——874,649(23)——
Retirement Plan Benefits—————
Health & Welfare Benefits—————
Financial Planning—————
       Total Estimated Value$—$—$874,650$—$—

(1)This amount reflects two times Mr. Dorer’s current base salary plus two times 75% of his average Annual Incentive Plan awards from the preceding three years. In addition, the amount includes 100% of his current year target Annual Incentive Plan award, pro-rated to the date of termination.
(2)This amount represents three times Mr. Dorer’s current base salary, plus three times the average Annual Incentive Plan awards for the preceding three years, plus the average Annual Incentive Plan awards for the preceding three years, pro-rated to the date of termination, subject to the excise tax cut back provision in theCIC Plan.
(3)Messrs. Robb and Foster and Ms. Stein are retirement-eligible and thus are eligible for a pro-rata Annual Incentive Plan award upon retirement. However, all bonus-eligible employees active as of June 30, 2017, are eligible to receive an annual incentive award, so a pro-rata Annual Incentive Plan award would not be applicable as of this date as the assumed termination date is June 30, 2017. Mr. Dorer and Ms. Willoughby are not retirement-eligible and thus not eligible for an annual incentive award upon retirement.
(4)Named executive officers whose termination is the result of disability or death are eligible to receive a pro-rata Annual Incentive Plan award through the date of termination. However, all bonus-eligible employees active as of June 30, 2017, are eligible to receive an annual incentive award, so a pro-rata Annual Incentive Plan award would not be applicable since the assumed termination date is June 30, 2017.
(5)For Messrs. Robb and Foster and Ms. Stein, who are retirement-eligible, this amount represents the expected value of the accelerated vesting of all outstanding stock options, and assumes a five-year expected life, or the remaining original term, whichever is sooner. For Mr. Dorer and Ms. Willoughby, this amount represents the intrinsic value of the accelerated vesting of all outstanding stock options (based on the provision that non-retirement eligible executives exercise stock options within 90 days of termination), calculated as the difference between the June 30, 2017, closing Common Stock price of $133.24 and the exercise price for each option.
(6)For Messrs. Robb and Foster and Ms. Stein, who are retirement-eligible, this amount represents the expected value of the accelerated vesting of all outstanding stock options upon the named executive officer’s termination of employment due to disability or death, and assumes a five-year expected life, or the remaining original term, whichever is sooner. For Mr. Dorer and Ms. Willoughby, this amount represents the expected value of the accelerated vesting of all outstanding stock options (based on the provision that non-retirement eligible executives exercise stock options within one-year of death or disability), calculated as the difference between the June 30, 2017, closing Common Stock price of $133.24 and the exercise price for each option.
(7)This amount represents the value of the accelerated vesting of performance shares upon change of control, assuming a target payout and valued at the closing price of our Common Stock on June 30, 2017, of $133.24. Upon a termination of employment in connection with a change in control, the entire performance share grant will vest and become immediately exercisable.
(8)This amount represents the value of the accelerated vesting of performance shares upon a death or disability, assuming a target payout and valued at the closing price of our Common Stock on June 30, 2017, of $133.24. Upon a death or disability termination, the entire performance share grant will vest. The actual payout will not be determined until the end of the performance period.
(9)This amount represents the present value of the SERP benefit payable to the named executive officer at the time of termination due to disability.
(10)This amount represents the present value of the SERP benefit payable to the named executive officer’s beneficiary at the time of death.
(11)This amount represents the estimated Company cost of providing welfare benefits, including medical, dental, and vision, for the two-year period following termination.
(12)For Messrs. Robb and Foster and Mmes. Stein and Willoughby, this amount represents the estimated Company cost of providing welfare benefits, including medical, dental, and vision, for the two-year period following a qualifying termination after a change in control. For Mr. Dorer, this amount represents the estimated Company cost of providing welfare benefits, including medical, dental, and vision, for the three-year period following a qualifying termination after a change in control.
(13)This amount represents the cost of providing financial planning for the year of termination.
(14)This amount reflects two times the named executive officer’s current base salary. In addition, for Messrs. Robb and Foster and Ms. Stein who are retirement-eligible, this amount includes 100% of their current year target Annual Incentive Plan award pro-rated to the date of termination. For Ms. Willoughby, this amount includes 75% of her current year target Annual Incentive Plan award, pro-rated to the date of termination.
(15)This amount represents two times the named executive officer’s current base salary, plus two times the average Annual Incentive Plan awards for the preceding three years, subject to the excise tax cut back provision in theCIC Plan. For Messrs. Robb and Foster and Ms. Stein who are retirement-eligible, this amount also includes 100% of their current year target Annual Incentive Plan award, pro-rated to the date of termination. For Ms. Willoughby, this amount includes the average Annual Incentive Plan awards for the preceding three years, pro-rated to the date of termination.
(16)Messrs. Robb and Foster and Ms. Stein are retirement-eligible and, thus, all unvested stock options held greater than one year will automatically vest upon termination. This amount represents the expected value of the accelerated vesting of the stock options, and assumes a five-year expected life, or the remaining original term, whichever is sooner.

Continues on next page►

THE CLOROX COMPANY- 2017 Proxy Statement

57

Table of Contents

(17)Messrs. Robb and Foster and Ms. Stein are retirement-eligible and, thus, are entitled to receive a pro-rata portion of all performance shares held at least one year at the date of termination. This value represents the full vesting of eligible shares from the September 2014 grant, as with the assumed termination date of June 30, 2017, they would have completed the entire performance period and the pro-rata vesting of the eligible shares from the September 2015 and September 2016 grants, assuming a target payout and valued at the closing price of our Common Stock on June 30, 2017, of $133.24. The actual payout of the shares will not be determined until the end of the performance period. Named executive officers who are not retirement-eligible forfeit shares upon termination under these scenarios.
(18)This amount represents the present value of the Company SERP per the provisions of the Severance Plan for Clorox Executive Committee Members.
(19)This amount represents the difference between the actuarial equivalent of the benefit Mr. Dorer and Ms. Stein would have been eligible to receive if their employment had continued until the second anniversary of the date of termination or the first day of the month following their 65th birthday, if earlier, under the qualified and nonqualified retirement plans and the actuarial equivalent of their actual aggregate benefits paid or payable, if any, as of the date of termination under the qualified and nonqualified retirement plans.
(20)This amount represents the present value of the Company SERP per the provisions of the Severance Plan for Clorox Executive Committee Members, assuming Mr. Dorer will be deemed age 55 and/or with10 years of service at the date of termination.
(21)This amount represents value of the restricted stock units held by Ms. Willoughby that will vest upon change in control, death or disability.
(22)Mr. Vlahos retired from the Company on March 31, 2017.
(23)Mr. Vlahos was retirement-eligible and, thus, is entitled to receive a pro-rata portion of all performance shares held at least one year at the date of termination. This value represents the pro-rata vesting of the eligible shares from the September 2014 and September 2015 grants, assuming a target payout and valued at the closing price of our Common Stock on March 31, 2017, of $134.83. The actual payout of the shares will not be determined until the end of the performance period.

58       THE CLOROX COMPANY - 2017 Proxy Statement

Table of Contents

Equity Compensation Plan Information


The following table sets out the number of shares of Common Stockcommon stock to be issued upon exercise of outstanding options, warrants, and rights, the weighted-average

exercise price of outstanding options, warrants, and rights, and the number of securities available for future issuance under equity compensation plans as of June 30, 2017.2022.



[a][b][c]
Plan categoryNumber of securities to
be issued upon exercise
of outstanding options,
warrants, and rights
(in thousands)		       Weighted-average
exercise price of
outstanding options,
warrants, and rights		       Number of securities
remaining for future
issuance under non-
qualified stock-based
compensation programs
(excluding securities
reflected in column [a])
(in thousands)
Equity compensation plans approved by
security holders7,992$937,003
Equity compensation plans not approved by
security holders———
Total7,992$937,003

[a]

[b]

[c]

Plan category

Number of
securities to
be issued
upon exercise
of outstanding
options,
warrants,
and rights
(in thousands)

Weighted-average
exercise price
per share of
outstanding
options, warrants,
and rights

Number of
securities
remaining
for future
issuance under
non-qualified
stock-based
compensation
programs
(excluding
securities
reflected in
column [a])
(in thousands)

Equity compensation plans approved by security holders     5,068                            $144     4,320
Equity compensation plans not approved by security holders———
Total5,068$1444,320

Column [a] includes the following outstanding equity-based awards (in thousands):

●

6,9074,198 stock options

●

862313 performance unitsshares and deferred shares

●

205145 deferred stock units for non-employee directors

●

18412 restricted stock unitsawards


78       

THE CLOROX COMPANY - 2022 Proxy Statement



THE CLOROX COMPANY - 2017 Proxy Statement       59

Table of Contents

Audit Committee Matters


Proposal 4:3:
Ratification of Independent Registered Public
Accounting Firm


The Audit Committee has the authority to appoint, (subject to ratification by the Company’s stockholders), retain, compensate,, and oversee the Company’s independent registered public accounting firm.firm, and the Company’s shareholders must ratify the Audit Committee’s selection and appointment. The AuditCommittee

has selected Ernst & Young LLP (EY) as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2018. Ernst & Young LLP2023. EY has been so engaged since February 15, 2003.



Board of Directors’Board’s Recommendation

The Board unanimously recommends that stockholdersshareholders vote FOR the ratification of the selection of Ernst & Young LLP. While ratification of the selection of Ernst & Young LLP by stockholders is not required by law, as a matter of policy, such selection is being submitted to the stockholders for ratification at the Annual Meeting (and it is the present intention of the Board to continue this policy). The Audit Committee and the Board believe that the continued retention of Ernst & Young LLP as the Company’s independent registered public

accounting firm is in the best interests of the Company and its stockholders, and recommend the ratification of the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2018.2023. While we are not required by law to obtain such ratification from our shareholders, the Board believes it is good practice to do so. The Audit Committee and the Board believe that the continued retention of EY as the Company’s independent registered public accounting firm is in the best interests of the Company and its shareholders.

Representatives of Ernst & Young LLPEY are expected to be present at the Annual Meeting to respond to appropriate questions and to make a statement should they desire to do so.



Vote Required

The affirmative vote of a majority of the votes present in person or represented by proxy and entitled to vote aton the Annual Meetingmatter is required to ratify the appointment of Ernst & Young LLP.EY. If stockholdersshareholders fail to ratify the appointment of this firm,EY, the Audit Committee will reconsider the appointment.

The people designated in the proxy and voting instruction card will vote your shares represented by proxy FOR ratification unless you include instructions to the contrary.



60       THE CLOROX COMPANY - 2017

THE CLOROX COMPANY - 2022 Proxy Statement

79

Table of Contents

Audit Committee Report


The Audit Committee assists the Board in its oversight of corporate governance by fulfilling its responsibility for overseeing the quality and integrity of the accounting, auditing, and financial reporting practices of the Company. In addition, the Audit Committee oversees the Company’s framework and guidelines with respect to risk assessment and risk management and the Company’s internal audit functions.

The Audit Committee operates in accordance with a written charter, which was adopted byis responsible for the Board. A copyappointment, retention, compensation, and oversight of that charter is available on the Company’s website athttps://www.thecloroxcompany.com/who-we-are/corporate-governance/committee-charters, or in print by contacting The Clorox Company, c/o Corporate Secretary, 1221 Broadway, Oakland, CA 94612-1888. Each member of the Audit Committee is “independent,” as required by the applicable listing standards of the NYSE and the rules of the SEC.

The Audit Committee members are not professional accountants or auditors, and their functions are not intended to duplicate or to certify the activities of management or the Company’s independent registered public accounting firm. The Audit Committee overseesfirm, including the Company’s financial reporting process on behalfreview of their qualifications, independence and performance, and approval of the Board. The Company’s management has primary responsibility foraudit fee. In this regard, the financial statements and reporting process, including the Company’s internal control over financial reporting. The independent registered public accounting firm is responsible for performing an integrated audit of the Company’s financial statements and internal control over financial reporting in accordance with the auditing standards of the Public Company Accounting Oversight Board (thePCAOB).

The Audit Committee appointed Ernst & Young LLP(EY)EY to audit the Company’s financial statements as of and for the year ended June 30, 2017,2022, and the effectiveness of the Company’s internal control over financial reporting as of June 30, 2017.2022. EY has served as the Company’s independent registered public accounting firm since February 2003. The Audit Committee considered several factors in selecting EY as the Company’s independent registered public accounting firm for the year ended June 30, 2021, including the firm’s independence and internal quality controls, the overall depth of talent, their experience with the Company’s industry, and their familiarity with the Company’s businessbusinesses and internal control over financial reporting. In determining whether to reappoint EY as the Company’s independent registered public accounting firm for the year ending June 30, 2018,2023, the Audit Committee again took those factors into consideration along with its evaluation of the past performance of EY. The Audit Committee is responsible forEY and determined that the appointment (subject to ratification by the Company’s stockholders),continued retention compensation, and oversight of EY as the Company’s independent registered public accounting firm includingis in the Company’s best interests.

The Audit Committee has a policy that requires it to consider and approve, in advance, any audit fee negotiations. and permissible non-audit services to be performed by the independent registered public accounting firm. Among the assurance and related services provided by EY in fiscal year 2022, EY has issued reports on its review of certain corporate responsibility and sustainability metrics and information provided in the Company’s 2022 Integrated Annual Report. The Audit Committee obtained from EY the written disclosures and the letter required by the applicable requirements of the PCAOB regarding communications with the Audit Committee concerning independence of the auditors and discussed with the auditors their independence. In evaluating EY’s independence, the Audit Committee considered whether the firm’s provision of any non-audit services impaired or compromised the firm’s independence and concluded that they did not.

Further, in conjunction with the mandated rotation of the auditing firm’s coordinating partner, the Audit Committee and its chairperson oversee and are directly involved in the selection of EY’s new coordinating partner.

EY has also issued reports on its review The Audit Committee periodically considers rotation of certain corporate responsibility and sustainability metrics and information provided in the Company’s Annual Report.registered independent public accounting firm.

In fulfilling its oversight responsibilities, the Audit Committee meets regularly with management and EY to discuss, prior to their release to the public, the Company’s financial statements and earnings releases and, as appropriate, other Company public communications containing Company financial information or performance measures. The Audit Committee’s meetings with the independent registered public accounting firm, which are both with and without management present, include discussions about the results of the independent registered public accounting firm’s examinations and evaluations of the quality of the Company’s financial statements and the Company’s internal control over financial reporting.

In this regard, the Audit Committee reviewed and discussed with management the audited financial statements included in the Annual Report on Form 10-K for the fiscal year ended June 30, 2017.2022. This review included a discussion of the quality and the acceptability of the Company’s financial reporting and system of internal controls, including the clarity of disclosures in the financial statements, reasonableness of significant contingency accruals, reserves, allowances and allowances,other judgments, critical accounting policies and estimates,, and risk assessment. TheIn addition, the Audit Committee also reviewed and discussed with the Company’s independent registered public accounting firm the scope and plans for their audit, the audited financial statements of the Company for the fiscal year ended June 30, 2017,2022, the independent registered public accounting firm’s judgments as to the quality and acceptability of the

80       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Audit Committee Report

Company’s financial reporting, EY’s discussion about critical audit matters in its report on the audited financial statements for the fiscal year ended June 30, 2022, the Company’s critical accounting policies and estimates,, the effectiveness of the Company’s internal control over financial reporting and such other matters as are required to be discussed by Auditing Standard No. 1301, as adopted by the PCAOB.

The Audit Committee obtained from the independent registered public accounting firm the written disclosures and the letter from the auditors required by the applicable requirements of the PCAOB regarding communications with the Audit Committee concerning independence of the auditors and discussed with the auditors their independence. The Audit Committee meets periodically with the independent registered public accounting firm, with and without management present, to discuss the results of the independent registered public accounting firm’s examinations and evaluations of the Company’s internal controls and the overall quality of the Company’s financial reporting. The Audit Committee also holds private sessions with each of the Company’s independent registered public accounting firm, the General Counsel, the Chief Financial Officer, and the Vice President of Internal Audit.SEC.

Based upon the review and discussions referred to above, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2017,2022, for filing with the SEC.

THE AUDIT COMMITTEE as of June 30, 2022

Carolyn Ticknor, Chair
Amy Banse
Jeffrey Noddle
Russell Weiner
Christopher Williams


Continues on next page►
Christopher J. Williams,
Chair

THE CLOROX COMPANY- 2017 Proxy Statement

Amy L. Banse		61A.D. David MackayPaul Parker

Table of Contents

Fees of the Independent Registered Public Accounting Firm

The table below includes fees related to fiscal years 20172022 and 20162021 of the Company’s independent registered public accounting firm, Ernst & Young LLP:EY:

    2017    2016  
Audit Fees(1)$5,211,000$4,772,000
Audit-Related Fees(2)122,000114,000
Tax Fees(3)225,00074,000
All Other Fees(4)——
Total$5,558,000$4,960,000
20222021
Audit Fees(1)     $5,425,000     $5,751,000
Audit-Related Fees(2)184,000149,000
Tax Fees(3)187,000182,000
All Other Fees(4)3,0003,000
Total$5,799,000$6,085,000

(1)

Consists of fees for professional services rendered for the audit of the Company’s annual financial statements and internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002, included in the Company’s Annual Reports on Form 10-K for each of the fiscal years ended June 30, 20172021 and 2016,2020, and for review of the financial statements included in the Company’s Quarterly Reports on Form 10-Q during those fiscal years.

(2)

Consists of fees for assurance and related services (including sustainability assurance, the Company’s employee benefit plans)plans and other attestation services) not included in the Audit Fees listed above.

(3)

Consists of fees for tax compliance, taxadvice and tax planning for the fiscal years ended June 30, 20172022 and 2016.2021. These services included advisory services on tax return preparationmatters and review services for foreign subsidiaries and affiliates and advisory services on tax matters.affiliates.

(4)

Consists of fees for all other services not included in the three categories set forth above. There were no such services inabove and are primarily related to subscriptions to online content for fiscal years2017 ended June 30, 2022 and2016. 2021.


The Audit Committee has established a policy that requires it to approve all services provided by the Company’s independent registered public accounting firm before services are provided. The Audit Committee has pre-approved the engagement of the independent registered

public accounting firm for audit services, and certain specified audit-related services and tax services within defined limits. The Audit Committee has not pre-approved engagement of the independent registered public accounting firm for any other non-audit services.


62       THE CLOROX COMPANY - 2017 Proxy Statement

Table of Contents

Equity Plan

Proposal 5:
Approval of Material Terms of Performance Goals
Under the Company’s 2005 Stock Incentive Plan

The Company’s 2005 Stock Incentive Plan, as amended and restated (thePlan), provides for the grant of incentive stock options (within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (theIRC)), non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, and other stock-based awards to employees, directors, and consultants of the Company. The Plan, as amended and restated, was last approved by stockholders at the Company’s 2012 Annual Meeting, at which time stockholders approved the material terms of the performance goals under the Plan. In order to satisfy the requirements for certain awards made under the Plan to continue to qualify as tax-deductible “performance-based compensation” under Section 162(m) of the IRC(Section 162(m)), the Board is asking stockholders to re-approve the material terms of the performance goals under the Plan. However, there can be no guarantee that awards granted under the Plan that are intended to be eligible for treatment as qualified performance-based compensation under Section 162(m) will receive such treatment.

Stockholders are being asked only to re-approve the material terms of the performance goals under the Plan at the Annual Meeting. These terms are the same as those that the stockholders previously approved in 2012. Stockholders are not being asked to approve any amendment to the Plan or to approve the Plan itself.

If stockholders do not approve the material terms of the performance goals for performance-based awards, there will be no impact on the terms of the Plan. The Plan will continue to remain in existence, and awards may continue to be made in accordance with the terms of the Plan. The only impact on the Company will be that some or all of the value of certain awards that are based on the achievement of one or more performance goals will no longer be deductible under the IRC as a result of the limitations imposed under Section 162(m).

The Board believes that it is in the best interests of the Company and its stockholders to enable the Company to grant awards under arrangements that qualify as fully tax-deductible performance-based compensation in the Plan. The Board is therefore asking stockholders to re-approve,

for Section 162(m) purposes, the material terms of the performance goals set forth herein.

In general, Section 162(m) places a limit on the deductibility for federal income tax purposes of the compensation paid to the Company’s CEO or any of the Company’s three most highly compensated executive officers (other than the Company’s CEO and CFO). Under Section 162(m), compensation paid to such persons in excess of $1 million in a taxable year is not generally deductible. However, compensation that qualifies as “performance-based” under Section 162(m) does not count against the $1 million limitation. One of the requirements of “performance-based” compensation for purposes of Section 162(m) is that the material terms of the performance goals under which compensation may be paid be disclosed to and approved by the Company’s stockholders. In addition, Section 162(m) provides that if the Company retains the authority to change the targets under a performance goal, then the Company must, no later than the first stockholders meeting that occurs in the fifth year following the year in which prior stockholder approval was obtained, again disclose the material terms of the performance goals to stockholders for re-approval.

For purposes of Section 162(m), the material terms include (a) the employees eligible to receive compensation, (b) a description of the business criteria on which the performance goal is based, and (c) the maximum amount of compensation that can be paid to an employee under the performance goal. Each of these aspects of the Plan is discussed below, and stockholder approval of this Proposal will be deemed to constitute approval of each of these aspects of the Plan for purposes of the approval requirements of Section 162(m).

Plan Summary

The following paragraphs provide a summary of the principal features of the Plan. This summary does not purport to be complete and is subject to, and qualified in its entirety by, the provisions of the Plan, which is attached to this proxy statement as Appendix A. Capitalized terms used herein and not defined shall have the same meanings as set forth in the Plan.


Continues on next page►

THE CLOROX COMPANY- 20172022 Proxy Statement

6381

Table of Contents

Purpose.The purposes of the Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentives to employees, directors, or consultants of the Company or its subsidiaries (collectively, theparticipants) and to optimize the profitability and growth of the Company through incentives that are consistent with the Company’s goals and that link the interests of participants in the Plan with those of the Company’s stockholders. The Plan permits the grant of the following types of incentive awards: (1) incentive and non-qualified options, (2) SARs, (3) restricted stock, (4) restricted stock units, (5) performance shares, (6) performance units, and (7) other stock-based Awards (referred to herein asAwards). Certain Awards granted under the Plan are intended to qualify as performance-based compensation within the meaning of Section 162(m) of the IRC.

Shares Subject to the Plan.The maximum number of shares of the Company’s Common Stock which may be issued pursuant to awards under the Plan that are granted after June 30, 2012, is 7.1 million. In addition, the following shares will not be considered as having been issued under the Plan or any prior stock plan of the Company and may be issued under the Plan: (i) shares that are potentially deliverable under an award that expires or is canceled, forfeited, settled in cash or otherwise settled without the delivery of shares, (ii) shares that are held back or tendered to cover the exercise price or tax withholding obligations with respect to an award, (iii) shares that are issued pursuant to awards that are assumed, converted, or substituted in connection with a merger, acquisition, reorganization, or similar transaction, and (iv) shares that are repurchased in the open market with option proceeds. However, for purposes of determining the number of shares available for grant as incentive stock options, only shares that are subject to an award that expires or is canceled, forfeited, or settled in cash will be treated as not having been issued under the Plan. As of June 30, 2017, there were approximately 8.0 million shares subject to outstanding awards granted under the Plan, and approximately 7.0 million shares remained available for issuance under the Plan. The closing price of a share of the Company’s Common Stock on September 18, 2017, the record date for the Annual Meeting, was$136.81.

Eligibility.All employees, directors and consultants of the Company are eligible to participate in the Plan; however, incentive stock options may only be granted to employees of the Company. Approximately 11 directors (not including employee directors), zero consultants and 1,200 employees are eligible to participate in the Plan.

Administration.The Plan is currently administered by the Management Development and Compensation Committee (theMDCC) of the Company’s Board or a subcommittee

of the MDCC (the MDCC or such subcommittee, theCommittee), which is a committee of the Board consisting of two or more members of the Board who are “outside directors” within the meaning of Section 162(m) of the IRC, “non-employee directors” within the meaning of Rule 16b-3 (or any successor rule) of the Securities Exchange Act of 1934, as amended, and “independent directors” under theNYSE Listing Standards. The Committee has the authority to (i) select the persons to whom awards are to be granted, (ii) determine whether and to what extent awards are to be granted, (iii) determine the size and type of awards, (iv) approve forms of agreement for use under the Plan, (v) determine the terms and conditions applicable to awards, (vi) establish performance goals for any performance period and determine whether such goals were satisfied, (vii) amend any outstanding award in the event of termination of employment or an event resulting in a change in control of the ownership of the Company as defined in the Plan(Change in Control), and (viii) construe and interpret the Plan and any award agreement and apply its provisions. Subject to applicable law, the Committee may delegate its authority under the Plan. Except as otherwise provided by the Board and subject to applicable laws, the Committee has the full and final authority in its discretion to establish rules and take all actions determined by the Committee to be necessary in the administration of the Plan, including, without limitation, interpreting the terms of the Plan and any related documents, rules, or regulations and deciding all questions of fact arising in their application. All decisions, determinations, and interpretations of the Committee are final, binding, and conclusive on all persons, including the Company, its subsidiaries, its stockholders, the participants, and their estates and beneficiaries.

Performance Goals.For Awards that are intended to qualify as “performance-based compensation” for purposes of Section 162(m), within 90 days after the commencement of each performance period, or the number of days that is equal to 25% of such performance period, if less, the Committee shall select, in writing, the participants to whom Awards shall be granted, designate the performance period, and specify the terms and conditions for the determination and payment of such Awards. When specifying the terms and conditions of such Awards, the Committee will select the performance objectives to be used from the following list of measures (collectively, thePerformance Measures): total shareholder return, stock price, net customer sales, volume, gross profit, gross margin, operating profit, operating margin, management profit, earnings from continuing operations before income taxes, earnings from continuing operations, earnings per share from continuing operations, earnings before interest and taxes, earnings before interest, taxes, depreciation and amortization, net operating profit after tax, net earnings, net earnings per share, return on assets, return on investment, return on equity, return on invested capital, cost of capital, average capital employed,


64       THE CLOROX COMPANY - 2017 Proxy Statement

Table of Contents

Equity Plan

cash value added, economic value added, economic profit, cash flow, cash flow from operations, working capital, working capital as a percentage of net customer sales, asset growth, asset turnover, market share, customer satisfaction, and employee satisfaction. Performance goals that are financial metrics may be calculated on either a GAAP or non-GAAP basis.

The targeted level or levels of performance with respect to the Performance Measures may be established at such levels and on such terms as the Committee may determine, in its discretion, on a corporate-wide basis or with respect to one or more business units, divisions, subsidiaries, business segments, or functions, and in either absolute terms or relative to the current and/or historical performance of one or more companies or an index covering multiple companies. Unless otherwise determined by the Committee, measurement of performance goals with respect to the Performance Measures listed above will exclude the impact of charges for restructurings, discontinued operations, extraordinary items, and other unusual or non-recurring items, including, for example, asset impairment charges and force majeure, as well as the cumulative effects of tax or accounting changes, each as determined in accordance with generally accepted accounting principles or identified in the Company’s financial statements, notes to the financial statements, management’s discussion and analysis, or other filings with the SEC. Awards that are not intended to qualify as “performance-based compensation” under Section 162(m) may be based on these or such other performance measures as the Committee may determine.

Individual Limits.No participant may be granted options and SARs to purchase more than 2,000,000 shares in any 36-month period. No participant will be granted, in the aggregate, more than 800,000 shares of restricted stock, restricted stock units, performance shares, or other stock-based Awards in any 36-month period. No participant will be granted a performance unit award providing for a payment value of more than $10,000,000 in any one fiscal year valued either in cash or the fair market value of the shares on the grant date.

Non-Transferability of Awards.Incentive stock options may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the recipient, only by the recipient. Other Awards will be transferable to the extent provided in the award agreement and the rules of the SEC governing the registration of the Plan’s shares and in any event no Award may be transferred for consideration.

Adjustments Upon Changes in Capitalization.In the event of any merger, reorganization, consolidation, recapitalization, liquidation, stock dividend, split-up, spinoff, stock split, reverse stock split, share combination, share exchange, extraordinary dividend, or any change in the corporate structure affecting the shares, such adjustment will be made in the number and kind of shares or other securities or property that may be delivered under the Plan, the individual award limits set forth in the Plan, and, with respect to outstanding Awards, in the number and kind of shares or other securities or property subject to outstanding Awards, the exercise price, grant price, or other price, if any, of shares subject to outstanding Awards, any performance conditions relating to shares, the market price of shares, or per-share results, and other terms and conditions of outstanding Awards, as may be determined to be appropriate and equitable by the Committee, in its sole discretion, to prevent dilution or enlargement of rights.

Change in Control.Except as otherwise provided in an award agreement, in the event of an event resulting in a Change in Control, if the successor corporation does not assume, convert, continue, or substitute equivalent awards, such Awards will become 100% vested, provided, however, that in the event of a participant’s termination of employment without cause within24 months following consummation of a Change in Control, any assumed, converted or replaced Awards will become immediately exercisable. Awards with vesting provisions based on performance goals will generally vest at the end of the original performance period based on the Company’s performance up to the date of the Change in Control. However, if such Award continues after the date of the Change in Control after modification as described above, then the Award will vest in full upon the termination of the participant by the Company without cause prior to the end of the performance period or, if applicable, the resignation of the participant under circumstances in which the participant has been constructively terminated (which the Plan calls a “good reason”).

Amendment, Suspensions, and Termination of the Plan.The Board may amend, suspend, or terminate the Plan at any time; provided, however, that stockholder approval is required for any amendment to the extent necessary to comply with the NYSE listing standards or applicable laws. In addition, no amendment, suspension, or termination may materially adversely impact an Award previously granted without the consent of the participant to whom such Award was granted unless required by applicable law. Unless the Board or the Committee adopt resolutions providing for an earlier date, the Plan will automatically terminate on November 14, 2022.


Continues on next page►

THE CLOROX COMPANY- 2017 Proxy Statement

65

Table of Contents

Benefits to Be Received Upon Approval.Because Awards under the Plan are based on the discretion of the Committee and/or are determined based on future performance the value or benefits that may become payable under the terms of future Awards to particular individuals or groups of individuals in the future cannot now be determined. See theSummary Compensation Table and the Outstanding EquityAwards Table on pages44 and47 of this proxy statement, respectively, which set forth certain information regarding Awards granted to our named executive officers during2017 under the Plan.

Federal Income Tax Consequences

The following paragraphs are a summary of the material U.S. federal income tax consequences under the IRC associated with Awards granted under the Plan. The summary is based on existing U.S. laws and regulations, and there can be no assurance that those laws and regulations will not change in the future. The summary does not purport to be complete and does not discuss the tax consequences upon a participant’s death, or the provisions of the income tax laws of any municipality, state, or foreign country in which the participant may reside.

Incentive Stock Options.No taxable income is recognized when an incentive stock option is granted or exercised, although the exercise is an adjustment item for alternative minimum tax purposes and may subject the participant to the alternative minimum tax. If the participant exercises the option and then later sells or otherwise disposes of the shares more than two years after the grant date and more than one year after the exercise date, the difference between the sale price and the exercise price generally will be taxed as long-term capital gain or loss. If these holding periods are not satisfied, the participant will recognize ordinary income at the time of sale or other disposition equal to the difference between the exercise price and the fair market value of the shares at the date of the option’s exercise. Any gain or loss recognized on such a premature disposition of the shares in excess of the amount treated as ordinary income will be treated as long-term or short-term capital gain or loss, depending on the holding period.

Nonqualified Stock Options.No taxable income is recognized when a nonqualified stock option is granted to a participant with an exercise price equal to the fair market value on the date of grant. Upon exercise, the participant will recognize ordinary income in an amount equal to the excess of the fair market value of the shares at the time of exercise over the exercise price. Any taxable income recognized in connection with the exercise of a nonqualified stock option by an employee is subject to tax withholding by the Company. Any additional gain or loss recognized upon later disposition of the shares is capital gain or loss, which may be long-term or short-term capital gain or loss depending on the holding period.

Stock Appreciation Rights.No taxable income is recognized when a SAR is granted to a participant. Upon exercise, the participant will recognize ordinary income in an amount equal to the amount of cash received and the fair market value of any shares received.

Restricted Stock, Restricted Stock Units, Performance Shares, and Performance Units.A participant generally will not have taxable income upon grant of restricted stock, restricted stock units, performance shares, or performance units. Instead, the participant will recognize ordinary income at the time of vesting equal to the fair market value (on the vesting date) of the shares or cash received minus any amount paid. For Awards for which shares are issued at grant only, a participant instead may elect to be taxed at the time of grant.

Other Stock-Based Awards.A participant generally will recognize income upon receipt of the shares subject to award (or, if later, at the time of vesting of such shares).

Tax Effect for the Company.The Company generally will be entitled to a tax deduction in connection with an award under the Plan in an amount equal to the ordinary income realized by a participant and at the time the participant recognizes such income (for example, the exercise of a nonqualified stock option).



Board of Directors’ Recommendation

The Board unanimously recommends that stockholders vote FOR the approval of the material terms of the performance goals under The Clorox 2005 Stock Incentive Plan.If the stockholders do not approve the material terms of the performance goals under the Plan, the Plan will continue to

remain in existence, and awards may continue to be made in accordance with the terms of the Plan. The only impact on the Company will be that some or all of the value of certain awards that are based on the achievement of one or more performance goals will no longer be deductible under the IRC. The Board believes that it is in the best interests of


66       THE CLOROX COMPANY - 2017 Proxy Statement

Table of Contents

Equity Plan

the Company and its stockholders to enable the Company to pay bonuses and similar incentive compensation under arrangements that should qualify as tax-deductible performance-based compensation in the Plan.

Accordingly, the Board recommends a vote FOR the adoption of the following resolution, which will be presented at the Annual Meeting:
“RESOLVED, that the stockholders of the Company hereby approve and adopt the material terms of the performance goals under the Company’s 2005 Stock Incentive Plan attached as Appendix A to the proxy statement for this meeting.”


Vote Required

The affirmative vote of a majority of the votes present in person or represented by proxy and entitled to vote at the Annual Meeting is required to approve the material terms of the performance goals under the Plan.
The people designated in the proxy and voting instruction card will vote your shares represented by proxy FOR approval unless you include instructions to the contrary.

THE CLOROX COMPANY - 2017 Proxy Statement       67

Table of Contents

Proposal 6:
Approval of Non-Employee
Directors Equity Award Policy

The Company’s Non-Employee Directors Equity Award Policy (theDirector Equity Award Policy) was adopted by our Board on September 12, 2017.

Director Equity Award Policy

Under the Director Equity Award Policy, the annual value of equity grants to a non-employee director will not exceed $500,000, subject to the additional terms described below.

The annual value is measured by the aggregate grant date fair value (computed as of the date of grant in accordance with applicable financial accounting rules) of all equity-based awards granted to any non-employee director under the Plan (or any successor plan) during any single fiscal year of the Company for service as a member of the Board (not including shares of common stock or deferred stock units granted in lieu of retainers or other cash payments for service as a non-employee director). The limit is increased to 2x the foregoing limit for thenon-employee director who serves as the lead director or independent chair of the Board.

Additional Information

The Company is seeking your approval as a matter of transparency with our stockholders and good corporate governance. The Company is not seeking any changesto the Company’s 2005 Stock Incentive Plan, as amended and restated (thePlan), or any increase in the number of shares of ourCommon Stock available for issuance under the Plan available to non-employee directors or other participants or that would be a material modification of the Plan under the meaning of Section 162(m) or that would trigger shareholder approval requirements under the NYSE listing rules. The Director Equity Award Policy will be binding on the Board and the Management Development and Compensation Committee (theCommittee) until changes are approved by stockholders in the future.

For more information about the Company’s director compensation program, see theDirector Compensation section of this proxy statement.

If you do not approve this proposal, the Company will continue to grant equity awards to its non-employee directors under the Plan as currently in effect. Furthermore, the Board or the Committee will voluntarily comply with the terms of the Director Equity Award Policy, even in the absence of the approval of this proposal.


Board of Directors’ Recommendation

The Board recommends a vote FOR the approval of the Company’s Non-Employee Directors Equity Award Policy.

Vote Required

The affirmative vote of a majority of the votes present in person or represented by proxy and entitled to vote at the Annual Meeting is required to approve this proposal.
The people designated in the proxy and voting instruction card will vote your shares FOR approval unless you include instructions to the contrary.

68       THE CLOROX COMPANY - 2017 Proxy Statement

Table of Contents

Stockholder Proposal

Proposal 7:
Stockholder Proposal Regarding
Proxy Access Amendment

The Board expects the following proposal (Proposal 7 on the proxy card and voting instruction card) to be presented by a stockholder at the Annual Meeting. The name, address and, to our knowledge, the number of voting securities held by the stockholder proponent will be supplied promptly upon receipt of oral or written request.

Proposal 7 – Stockholder Proxy Access Amendments

RESOLVED: Shareholders of The Clorox Company. (the “Company”) ask the board of directors (the “Board”) to amend its proxy access bylaws (primarily found in Section 10A: “Inclusion of Stockholder Director Nominations in the Corporation’s Proxy Materials”) and any other associated bylaw sections and other documents, to include the following changes for the purpose of decreasing the average amount of Company common stock the average member of a nominating group would have to hold for three years to satisfy the aggregate ownership requirements to form a nominating group, increasing the potential nominees and decreasing the barriers for re-nomination:

1.No limitation shall be placed on the number of stockholders that can aggregate their common shares to achieve the 3% “Proxy Access Request Required Shares” to become an “Eligible Stockholder.”
2.The number of stockholder nominees eligible to appear in proxy materials shall be one quarter of the directors then serving or two, whichever is greater.
3.No limitation shall be placed on the re-nomination of stockholder-nominees based on the number or percentage of votes received in any election.

Supporting Statement:

Under current provisions, even if the 20 largest public pension funds were able to aggregate their shares, they would not meet the 3% criteria at most of companies examined by the Council of Institutional Investors. Allowing an unlimited number of shareholders to aggregate shares
would facilitate greater participation by individuals and institutional investors in meeting the “Proxy Access Request Required Shares,” which are 3% of the outstanding common shares entitled to vote.

The SEC’s universal proxy access Rule 14a-11(https:// www.sec.gov/rules/final/2010/33-9136.pdf) set no aggregation limit on stockholders forming nominating groups, allowed shareholders to nominated up to one quarter of the directors, and placed no limits on the renomination of stockholder nominated candidates based on the number or percentage of votes received in any election. However, the SEC vacated the rule after a court decision regarding the SEC’s cost-benefit analysis. Therefore, similar proxy access rights must be established on a company-by-company basis.

Proxy Access: Best Practices(http://www.cii.org/files/ publications/misc/08_05_15_Best%20Practices%20-%20Proxy%20Access.pdf) by the Council of Institutional Investors (CII), “highlights the most troublesome provisions” in recently implemented proxy access bylaws.

Although the Company’s Board adopted a proxy access bylaw, it contains troublesome provisions that significantly impair the ability of shareholders to participate as Eligible Stockholders because of the large average amount of common shares each is required to hold for three years given the current aggregation limit of 20, the ability of shareholder nominees to effectively serve if elected, and the ability of shareholder nominees to run again. Adoption of all the requested amendments would come closer to meeting best practices as described by Cll.

Increase Stockholder Value

Vote for Stockholder Proxy Access Amendments - Proposal 7

Continues on next page►

THE CLOROX COMPANY- 2017 Proxy Statement

69

Table of Contents

Board of Directors’ Statement in Opposition

The Board has carefully considered this proposal and recommends a vote AGAINST it because Clorox has already implemented a progressive proxy access provision for its stockholders that is aligned with current best practices, that gives stockholders a meaningful voice in director elections, and that the Board believes is in the best interests of all stockholders.

We amended our Bylaws on August 28, 2015, to permit a stockholder, or group of up to 20 stockholders, who have continuously owned at least 3% of the Company’s common stock for at least three years to submit director nominees for up to 20% of our Board for inclusion in our proxy statement. The Board adopted the proxy access bylaws after careful consideration and engagement with a number of our stockholders. Since our adoption of these bylaws, we have had further discussions regarding proxy access with numerous stockholders. Based on their feedback as well as a benchmarking review of proxy access rights adopted by other companies, we continue to believe that our current proxy access framework is most appropriate for the Company and its stockholders at this time.

The Board evaluated a number of different factors and potential formulations in designing the Company’s proxy access framework. In addition to engaging with our stockholders to understand their views on proxy access terms, the Board considered the right of stockholders to have meaningful participation in the director election process as well as the importance of limiting the administrative costs that might be imposed on the Company. Based on the Board’s assessment of these factors and the particular characteristics of the Company and its stockholders, the Board concluded that the best course of action for the Company and its stockholders was to adopt our current form of proxy access.

The Board believes that the Company’s current proxy access bylaw strikes the right balance between providing a meaningful stockholder right to nominate director candidates and mitigating the risk of abuse by stockholders pursuing objectives that are not aligned with the interests of a majority of long-term stockholders. While the proxy access provision adopted by the Company is substantially similar to this proposal, the changes requested by this proposal would upset the balance reflected in the current provision. Such changes may also result in excessive disruption to the Board, create excessive administrative burden for the Company and other stockholders, and encourage the pursuit of special interests at the expense of a long-term strategic view, without providing a meaningful change in stockholder rights.
Clorox has a history of strong corporate governance, and our leadership structure reflects our long-standing commitment to best practices in governance and accountability to our stockholders. For example:

●All of our directors are elected annually, with a majority voting standard.
●Eleven of our 12 directors areindependent: our CEO is the only management director.
●We have a robust stockholder engagement program through which we connect with top stockholders regularly to understand and discuss their views on corporate governance matters and issues of importance to all stockholders, including proxy access.
●We have a robust director evaluation process, which includes individual interviews with each director and both individual and peer evaluations.
●We proactively focus on Board composition and refreshment, building a Board with the right skills needed for our business and diverse directors who bring a range of experiences and perspectives. In the past fiscal year, we have added three new directors to our Board.
●Our Board is engaged and responsive to our stockholders.
○Our independent lead director and other directors are accessible to our stockholders and have participated in investor meetings and other stockholder engagement efforts.
○We adopted a stockholder special meeting right last year, after engaging with many of our stockholders.
○There are multiple channels for stockholders and other interested parties to communicate with our directors, as described in theDirector Communications section and elsewhere in this proxy.
○Our Nominating,Governance and Corporate Responsibility Committee receives nominations for director candidates from our stockholders and evaluates director candidates suggested by stockholders in the same manner as all other candidates.

Additionally, our Board regularly reviews corporate governance trends and evaluates how best to apply these practices to the Company.

In light of the Board’s commitment to strong corporate governance, the Company’s record of performance as supported by its governance structure, and our existing proxy access right which is consistent with current best practices, the Board believes that adoption of this stockholder proposal is not necessary and could be detrimental to stockholder value.

70       THE CLOROX COMPANY - 2017 Proxy Statement

Table of Contents

Stockholder Proposal

Board of Directors’ Recommendation

The Board unanimously recommends a vote AGAINST this stockholder proposal for the reasons stated above.

Vote Required

The affirmative vote of a majority of the votes present in person or represented by proxy and entitled to vote at the Annual Meeting is required to approve the stockholder proposal.
The people designated in the proxy and voting instruction card will vote your shares represented by proxy AGAINST this proposal unless you include instructions to the contrary.

THE CLOROX COMPANY - 2017 Proxy Statement       71

Table of Contents

Annual Meeting Location
210 W. PETTIGREW STREET,
DURHAM, NC 27701

Information About the Virtual Annual Meeting


This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (theBoard) of The Clorox Company, (Clorox or theCompany), a Delaware corporation, for use at the Company’s 2017 Annual Meeting, of Stockholders (theAnnual Meeting), to be held at 8:9:00 a.m. EasternPacific time on Wednesday,

November 15, 2017,16, 2022.

The Annual Meeting will be virtual and held online via live webcast at the Company’s Durham, NC, offices, 210 W. Pettigrew Street, Durham, NC 27701.meetnow.global/MXNXWKW. Please refer to theAttending the Virtual Annual Meetingsection of this proxy statement for more information about procedures for attending the virtual Annual Meeting. There will not be an option to attend the meeting in person.



For purposes of the following sections, you are a registered shareholder if your shares are registered in your name with Computershare, and you are a beneficial owner if you hold your shares through a broker, bank or other holder of record.

Delivery of Proxy Materials

We wantPursuant to communicate with our stockholders inrules adopted by the way that is most convenient for them, including providing stockholders with notice of ability to accessSEC, we are furnishing proxy materials viato our shareholders primarily over the Internet. This allows us to conserve natural resourcesWe believe that this process expedites shareholders’ receipt of these materials, lowers the costs of our Annual Meeting and reduces the costsenvironmental impact of printing and distributing the proxy materials, while providing our stockholders with access to the proxy materials in a fast and efficient manner via the Internet. Under this process,mailing printed copies. Accordingly, on or about September 22, 2017,October 5, 2022, we began mailing athe Notice of Internet Availability of Proxy Materials (theNotice) to our stockholders, othershareholders (other than those stockholdersshareholders who previously requested electronic or paper delivery of communications from us,

us), informing them that our Proxy Statement, 2022 Integrated Annual Report—Report – Executive Summary, and voting instructions are available on the Internet as of the same date. You

As a shareholder, you may then access these materials and vote your shares via the Internet or by telephone or youtelephone. You may also request that a printed copy of the proxy materials be sent to you. You will not receive a printed copy of the proxy materials unless you request one in the manner described in the Notice.


The Notice of Annual Meeting, Proxy Statement, and 2022 Integrated Annual Report—Report – Executive Summary are available at www.edocumentview.com/CLX.

www.edocumentview.com/CLX.

Electronic Delivery of Proxy Materials

We encourage our shareholders to enroll in voluntary e-delivery of future proxy materials. We believe that this process expedites shareholders’ receipt of these materials, lowers the costs of our Annual Meeting and reduces the environmental impact of mailing printed copies.

Registered shareholders

Visit computershare.com and log into your account to enroll.

Beneficial owner

Please follow the instructions provided to you by your broker, bank, trustee or nominee.


82       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Information About the Virtual Annual Meeting

Voting Information

Who Is Entitled to Vote


Only stockholdersshareholders of record at the close of business on September 18, 201723, 2022 (theRecord Date),Date) are entitled to vote at the Annual Meeting. On that date, there were128,903,158 123,355,706 shares of Clorox common stock(Common Stock) outstanding and entitled to vote. Holders of Common Stockcommon stock as of the close of business on the Record Date are entitled to one vote per share on each matter submitted to a vote of stockholders.

shareholders.

How to Vote Before the Annual Meeting


Even if you plan to attend the Annual Meeting, we strongly urge you to vote in advance. You may vote via the Internet or by telephone by following the instructions on your proxy card, voting instruction form or Notice or (if you received a printed copy of the proxy materials) by completing and returning a proxy card or voting instruction form by mail. If you are the beneficial owner of shares held in “street name” (that is, you hold your shares through a broker, bank or other holder of record), you must follow that nominee’s instructions to vote.

72       THE CLOROX COMPANY - 2017 Proxy Statement

Table of Contents

Information About the Annual Meeting

Please note that if you received a Notice, you cannot vote your shares by filling out and returning the Notice. Instead, you should follow

Registered shareholders

    ��

You may vote via the Internet or by telephone by following the instructions on your proxy card, voting instruction form or Notice or (if you received a printed copy of the proxy materials) by completing and returning a proxy card or voting instruction form by mail.

Beneficial owner

You must follow your broker, bank or other holder of record’s instructions contained in the Notice on how to cast your vote.

How to Vote in Person atDuring the Annual Meeting

You may vote your shares at the Annual Meeting if you attend in personthe meeting virtually and use a written ballot. However, if your shares are held in the name of a broker, bank, or other nominee, you must obtain and bring with you tovote electronically during the Annual Meeting a legal proxy from that nominee granting you authority to vote your shares directly at the Annual Meeting.

Registered shareholders

You will need 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 instructions that accompanied your proxy materials. If you vote by proxy and also attend the Annual Meeting, you do not need to vote again at the Annual Meeting unless you wish to change your vote.

Beneficial owner

You may need register with Computershare by 5:00 p.m. Eastern Time on November 11, 2022 to gain access to the Annual Meeting and to vote your shares or ask questions during the Annual Meeting. Please see the Attending the Virtual Annual Meeting section on pg 88 of the proxy statement for more information.

Voting Shares Held in the Clorox 401(k) Plan

If you are a participant in our 401(k) plan, you will receive a voting instruction card to direct Mercer Trust Company, as trustee of our 401(k) plan, how to vote the shares of our Common Stock attributable to your individual account. Mercer Trust Company will vote shares as instructed by participants prior to 11:59 p.m. Eastern time on November 14, 2017. If you do not provide voting directions to Mercer Trust Company

401(k) plan participants

You will receive a voting instruction card to direct Vanguard, as trustee of our 401(k) plan, how to vote the shares attributable to your individual account. Vanguard will vote shares as instructed by participants prior to 12:00 p.m. Eastern time on November 14, 2022. If you do not provide voting directions to Vanguard by that time, the shares attributable to your account will not be voted. Shares held in our 401(k) plan cannot be voted electronically during the Annual Meeting – please ensure that you complete the voting instruction card to direct the 401(k) plan trustee how to vote the shares attributable to your account prior to 12:00 p.m. Eastern time on November 14, 2022.


THE CLOROX COMPANY - 2022 Proxy Statement

83

Table of Contents

Information About the Virtual Annual Meeting

How to Revoke Your Proxy or Change Your Vote

If you are a stockholder of record, you

Registered shareholders

You may change your vote or revoke your proxy at any time before it is exercised at the Annual Meeting by taking any of the following actions:

●
submitting written notice of revocation to the Corporate Secretary of the Company;
●
voting again electronically by telephone or via the Internet or by submitting another proxy card with a later date; or
●
participating in the Annual Meeting and voting in person atyour shares electronically during the Annual Meeting.

If you are the beneficial owner of shares held in “street name,” you

Beneficial owner

You must follow the instructions of your bank, broker or other nominee to revoke your voting instructions.

Effect of Not Providing Voting Instructions to Your Broker

If you are the beneficial owner of shares held in “street name,” you have the right to direct your bank or broker how to vote your shares, and it is required to vote those shares in accordance with your instructions. Under applicable NYSE rules, if you do not give instructions to your bank or brokerage firm, it will have discretion to vote your shares
on “routine” matters, but it will not be permitted to vote your shares on “non-routine” matters. In the case of a non-routine matter, your shares will be considered “broker non-votes” on that proposal.

Proposal 4 (Ratification of Independent Registered Public Accounting Firm) is the only routine matter on the agenda at this year’s Annual Meeting. Thus, the broker is entitled to vote your shares on Proposal 4

Beneficial owner

You have the right to direct your bank or broker how to vote your shares, and it is required to vote those shares in accordance with your instructions. Under applicable NYSE rules, if you do not give instructions to your bank or brokerage firm, it will have discretion to vote your shares on “routine” matters, but it will not be permitted to vote your shares on “non-routine” matters. In the case of a non-routine matter, your shares will be considered “broker non-votes” on that proposal.

Proposal 3 (Ratification of Independent Registered Public Accounting Firm) is the only routine matter on the agenda at this year’s Annual Meeting. Thus, the broker is entitled to vote your shares on Proposal 3 even if you do not provide voting instructions to your broker. The broker is not entitled to vote your shares on Proposal 1 or 2 3, 5, 6 or 7 without your instructions.

Quorum

We must have a “quorum” to conduct the Annual Meeting. A quorum is a majority of the outstanding shares of Common Stockcommon stock entitled to vote at the meeting, present in person or by proxy. Abstentions and broker non-votes (described below)above) will be counted for the purpose of determining a quorum.

Votes Required; Effect of Abstentions and Broker Non-Votes

Proposal 1 (Election of Directors).A director nominee will be elected if he or she receives a majority of the votes cast in person or represented by proxy. A majority of the votes cast means that the number of shares voted FOR a director must exceed the number of shares voted AGAINST that director. An abstention or a broker non-vote on Proposal 1 will not have any effect on the election of directors and will not be counted in determining the number of votes cast. Your broker is not entitled to vote your shares on Proposal 1 unless you provide voting instructions.

Proposals 2 (Advisory Vote on Executive Compensation) and 4-7.3 (Ratification of Independent Public Accounting Firm). Approval of each of Proposals 2 and 4-73 requires the affirmative vote of a majority of the votes present in person or represented by proxy and entitled to vote aton the Annual Meeting.matter. Abstentions will have the same effect as a vote against the proposal. Broker non-votes will have no effect and will not be counted.

counted, with respect to Proposal 2. We expect there will be no broker non-votes with respect to Proposal 3, (Frequency of Future Advisory Votes on Executive Compensation). The option of ONE, TWO, or THREE YEARS that receives the affirmative vote of a majority of the votes present in person or represented by proxy and entitledsince brokers have discretionary voting authority with respect to vote at the Annual Meeting will be the frequency for say-on-pay votes that has been selected by the stockholders. Abstentions will have the same effect as a vote against thethis proposal. Broker non-votes will have no effect and will not be counted. In the event that no option receives a majority of the votes under this voting standard, the Company will consider the option that receives the most votes cast to be the option selected by the stockholders.


Continues on next page84       ►

THE CLOROX COMPANY- 20172022 Proxy Statement

73

Table of Contents

Information About the Virtual Annual Meeting

Board’s Recommendations

The Board recommends that you vote:

●FORthe election of each of the twelve12 nominees for director named in this proxy statement (Proposal 1);
●FORthe proposal to approve (on an advisory basis) the compensation of the Company’s named executive officers (Proposal 2); and
●ONE YEAR with respect to the advisory vote on the frequency of future advisory votes to approve the compensation of the Company’s named executive officers (Proposal 3);
●FORthe ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 20182023 (Proposal 4);
●FORthe approval of material terms of the performance goals under the Company’s 2005 Stock Incentive Plan (Proposal 5);
●FOR the approval of the Company’s equity award policy for non-employee directors (Proposal 6); and
●AGAINSTthe stockholder proposal (Proposal 7)3).

Other Matters

Management of the Company is not aware of any matters other than those described in this proxy statement that may be presented for action at the Annual Meeting. If any other matters are properly presented at the Annual Meeting for consideration, the proxy holders will have discretion to vote for you on those matters.

Counting Votes; Vote Results

Votes will be counted by Computershare Trust Company, N.A., our inspector of election appointed for the Annual Meeting. We will report final results in a filing with the SEC on Form 8-K, which will be filed within four business days following the Annual Meeting.



Form 10-K, Financial Statements, and Integrated Annual Report—Report – Executive Summary

The following portions of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2017,2022, are attached as Appendix BA to this proxy statement: Management’s Discussion and Analysis of Financial Condition and Results of Operations; Management’s Report on Internal Control over Financial Reporting; Report of Independent Registered Public Accounting Firm; Consolidated Financial Statements; Valuation and Qualifying Accounts and Reserves; and Reconciliation of Economic Profit.The Company’s Form 10-K has been filed with the

SEC and posted on the Company’s website and a copy may be obtained, without charge, by calling Clorox Stockholder DirectInvestor Relations at 888-CLX-NYSE (259-6973)(510) 271-7767 toll-free 24 hours a day, seven days a week, or by contacting The Clorox Company, c/o Corporate Secretary, 1221 Broadway, Oakland, CA 94612-188894612-1888. . The 20172022 Integrated Annual Report—Report – Executive Summary is available with the Proxy Statementproxy statement atwww.edocumentview.com/CLX.edocumentview.com/CLX


.

Solicitation of Proxies

We will pay for the entire cost of soliciting proxies on behalf of the Company. We will also reimburse brokerage firms,brokers, banks, and other agents for the cost of forwarding the Company’s proxy materials to beneficial owners. In addition, ourOur directors and employees may also solicit proxies in person, by telephone, via the Internet, or by other means of communication. Directors and employeescommunication, for which they will not be

paid any additional compensation for soliciting proxies.compensation. We have retained Innisfree M&A Incorporated(Innisfree) to assist in soliciting proxies for the Annual Meeting at an estimated cost of $20,000 plus out-of-pocket expenses. In addition, weexpenses and have agreed to indemnify Innisfree against certain liabilities arising out of or in connection with itstheir engagement.

74       THE CLOROX COMPANY - 2017

THE CLOROX COMPANY - 2022 Proxy Statement

85

Table of Contents

Information About the Virtual Annual Meeting

StockholderShareholder Proposals and Director Nominations for the 20182023 Annual Meeting

StockholderShareholder Proposals for Inclusion in the Proxy Statement for the 20182023 Annual Meeting

In the event that a stockholdershareholder wishes to have a proposal considered for presentation at the 20182023 Annual Meeting of Stockholders and included in the Company’s proxy statement and form of proxy used in connection with such meeting pursuant to Exchange Act Rule 14a-8, the proposal must be received by the Company’s Corporate Secretary no later than the close of business on May 25, 2018.June 7, 2023. Any such proposal must comply with the requirements of Rule 14a-8.

Director Nominations for Inclusion in the Proxy Statement for the 20182023 Annual Meeting

The Board has adopted proxy access, which allows a stockholdershareholder or group of up to 20 stockholdersshareholders who have owned at least 3% of the Company’s Common Stockcommon stock for at least three years to submit director nominees (up to 20% of the Board) for inclusion in the Company’s proxy materials if the stockholder(s) provide(s)shareholder or group provides timely written notice of such nomination(s)nomination and the stockholder(s)shareholder or group, and the nominee(s) satisfy the requirements specified in the Company’s Bylaws. To be timely for inclusion in the Company’s proxy materials, for the 2018 Annual Meeting of Stockholders, notice must be received by the Corporate Secretary at the principal executive offices of the Company no earlier than the close of business on April 25, 2018,May 8, 2023, and no later than the close of business on May 25, 2018.June 7, 2023. The notice must contain the information required by the Company’s Bylaws, and the stockholder(s)shareholder or group and its nominee(s) must comply with the information and other requirements in our Bylaws relating to the inclusion of stockholdershareholder nominees in the Company’s proxy materials.

Other Proposals and Director Nominations for Presentation at the 20182023 Annual Meeting

Our Bylaws also establish an advance notice procedure for stockholdersshareholders who wish to present a proposal, including the nomination of directors, before an annual meeting of stockholders,shareholders but do not intend for the proposal to be included in our proxy statement. Under our Bylaws, if a stockholder,shareholder, rather than seeking to include a proposal or director nomination in the proxy statement as discussed above, seeks to nominate a director or propose other business for consideration at that meeting, notice must be received by the Corporate Secretary at the principal executive offices of the Company not later than the close of business on the 90th day or earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting. To be timely for the 20182023 Annual Meeting, of Stockholders, the notice must be received by the Corporate Secretary on any date beginning no earlier than the close of business on July 18, 2018,19, 2023, and ending no later than the close of business on August 17, 2018.18, 2023. However, in the event that the date of the annual meeting is advanced by more than 30 days, or delayed by more than 60 days from such anniversary date, notice by the stockholdershareholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. The notice must contain the information required by the Company’s Bylaws. If a stockholdershareholder does not meet these deadlines, or does not satisfy the requirements of Rule 14a-4 of the Exchange Act, the persons named as proxies will be allowed to use their discretionary voting authority when and if the matter is raised at the annual meeting.

In addition to satisfying the requirements of the Bylaws, including the earlier notice deadlines set out above and therein, to comply with universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must also provide notice that sets forth the information required by Rule 14a-10 of the Exchange Act, no later than September 17, 2023.

All notices of proposals or nominations, as applicable, must be addressed to The Clorox Company, c/o Corporate Secretary, 1221 Broadway, Oakland, CA 94612-1888.

86       

THE CLOROX COMPANY - 2022 Proxy Statement




Table of Contents

Information About the Virtual Annual Meeting

Eliminating Duplicative Proxy Materials

A single Notice of Annual Meeting and Proxy Statement or Notice of Internet Availability of Proxy Materials will be delivered to stockholdersshareholders who share an address, unless otherwise requested. This procedure reduces printing and mailing costs. If you share an address with another stockholder andshareholder, have received only one set of proxy

materials you may requestand wish to receive a separate copy, of these materials at no cost to you by calling Clorox Stockholder Direct at 888-CLX-NYSE (259-6973) toll-free, 24 hours a day, seven days a week, or by contacting The Clorox Company, c/o Corporate Secretary, 1221 Broadway, Oakland, CA 94612-1888. Alternatively, if you are currently

Continues on next page►

THE CLOROX COMPANY- 2017 Proxy Statement

75

Table of Contents

receiving multiple copies of the proxy materials at the same address and wish to receive a single copy in the future, you may contact us by calling or writing to us at the telephone number or address given above.future:

Registered shareholders

Contact Computershare to make your request.9

Computershare Investor Services
P.O. Box 43078
Providence, RI 02940-3078
Shareholders may call toll-free at (800) 756-8200

Beneficial owners

Contact your bank, broker, or other holder of record to make your request.


If you are a beneficial owner (i.e., your shares are held in the name of a bank, broker, or other holder of record), the bank, broker, or other holder of record may deliver only one copy of the proxy materials to stockholders who have the same address unless the bank, broker, or other holder of record has received contrary instructions from one or
more of the stockholders. If you wish to receive a separate copy of the proxy materials, now or in the future, you may contact us at the address or telephone numberabove, and we will promptly deliver a separate copy. Beneficial owners sharing an address who are currently receiving multiple copies of the proxy materials and wish to receive a single copy in the future should contact their bank, broker, or other holder of record to request that only a single copy be delivered to all stockholders at the shared address in the future.

76       THE CLOROX COMPANY - 2017

THE CLOROX COMPANY - 2022 Proxy Statement

87

Table of Contents

Attending the Virtual Annual Meeting

The Annual Meeting will be held on Wednesday, November 15, 2017,16, 2022, at 8:9:00 a.m. EasternPacific time, via live webcast at the Company’s Durham, NC, offices, 210 W. Pettigrew Street, Durham, NC 27701. Check-in for the Annual Meeting begins promptly at 7:30 a.m.meetnow.global/MXNXWKW.

To attend the Annual Meeting, you must be a stockholdershareholder of the Company as of the close of business on the Record Date and provide proof that you owned Clorox Common Stock onhave a 15-digit control number to access the Record Date or hold a legal proxy from a Record Date stockholder.virtual Annual Meeting. Please see the more detailed information below.

Admission will be onYou are a first-come, first-served basis, and seating is limited. Even registered shareholder if your shares are registered in your name with Computershare. You are a beneficial owner if you plan to attend the Annual Meeting, we strongly urge you to vote in advance by proxy.hold your shares through a broker, bank or other holder of record.

If you plan to attend the Annual Meeting this year, please note:

●

How to access and participate in the Annual Meeting online

You will be asked for a current, government-issued photo identification (such as a driver’s license or passport).

Registered shareholders

●You must provide proof1.

Visit the Annual Meeting website at meetnow.global/MXNXWKW.

Please note that you owned Clorox Common Stockmay not use the Internet Explorer browser to access the meeting, as it is no longer supported.

2.

Enter the 15-digit control number included on the Record Date.

○If you hold your shares with Clorox’s transfer agent, Computershare Trust Company, N.A., your ownership of Clorox Common Stock as of the Record Date will be verified through reports provided by Computershare prior to admittance to the meeting.
○If you hold your shares with a broker, trustee, bank, or nominee, you must provide proof of beneficial ownership as of the Record Date, such as a brokerage account statement showing that you owned Clorox Common Stock for the statement period immediately prior to the Record Date, a copy of 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 instructions that accompanied your proxy materials.

Beneficial owners

You have two options to be able to attend the Annual Meeting.

1.

Register in advance of the Annual Meeting
To register, you will need to send your name, email address and an image of proof of your proxy power (i.e., a legal proxy) reflecting your Clorox shareholding to Computershare at legalproxy@computershare.com, with the subject line, “Legal Proxy.” Such requests must be received no later than 5:00 p.m. Eastern time on November 11, 2022.

To attend the Annual Meeting, visit the Annual Meeting website at meetnow.global/MXNXWKW and enter the unique control number provided to you by Computershare.

2.

Register at the Annual Meeting
You may not need to pre-register with Computershare and may, instead, be able to use the control number received with your voting instruction card, a letter or legal proxy provided byform from your broker, trust, bank, or nominee,broker or other similar evidence.

●If you are notholder or record.
Please note, however, that this option is provided as a Record Date stockholder, youconvenience to beneficial owners only, and there is no guarantee this option will be admittedavailable to you.

To attend the Annual Meeting, visit the Annual Meeting website at meetnow.global/MXNXWKW and enter the control received with your voting instruction form from your bank, broker or other holder or record.We encourage you to access the Annual Meeting website prior to the Annual Meeting date, to confirm that you are able to attend the Annual Meeting without pre-registering with Computershare.

You may begin to log into the meeting platform beginning at 8:30 a.m. Pacific time on November 16, 2022. The meeting will begin promptly at 9:00 a.m. Pacific time on November 16, 2022.


88       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Attending the Virtual Annual Meeting

How to examine our shareholder list during the Annual Meeting

Follow the instructions provided on the meeting website during the Annual Meeting to examine the shareholder list. Only those participants who log on by using their unique control number will be able to examine the list.

For help with technical difficulties during the Annual Meeting

Call Computershare Investor Services at (800) 756-8200 (U.S. toll-free) for assistance. If you need additional shareholder support, please email investorrelations@clorox.com or call (510) 271-7767 for assistance.
Please note that you may not use the Internet Explorer browser to access the meeting, as it is no longer supported.

Any additional questions

Email Clorox Investor Relations at investorrelations@clorox.com or call (510) 271-7767.


Submitting Questions for the Virtual Annual Meeting

We are committed to ensuring, to the extent possible, that shareholders will be afforded the ability to participate at the virtual meeting similarly to how they would participate at an in-person meeting. The question and answer session will include questions submitted in advance of and submitted live during the Annual Meeting.

How to submit questions before the Annual Meeting

Questions may be submitted prior to the Annual Meeting at the meeting website (meetnow.global/MXNXWKW). To submit a question in advance of the Annual Meeting, you must have 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 instructions that accompanied your proxy materials.

How to submit questions during the Annual Meeting

Questions may be submitted during the Annual Meeting by logging into the meeting website (meetnow.global/MXNXWKW) and will be addressed during the Q&A portion of the Annual Meeting. You may only submit a question if you have the 15-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card (if you received a legalprinted copy of the proxy frommaterials), or on the instructions that accompanied your proxy materials.

If you are the beneficial owner of shares held in “street name” (you hold your shares through a Record Date stockholder.

●Cameras, recording equipment,broker, bank or other holder of record), you may need to register in advance to obtain a unique control number. See the How to access and other electronic devices will not be allowed to be usedparticipate in the meeting exceptAnnual Meeting online section above for use by the Company.
●For your protection, briefcases, purses, packages,etc.,more information. may be subject to inspection as you enter the meeting. We regret any inconvenience this may cause you.


THE CLOROX COMPANY - 2017 Proxy Statement       77

TableQuestions pertinent to meeting matters that comply with the meeting rules of Contents

Appendix A

THE CLOROX COMPANY
2005 STOCK INCENTIVE PLAN

Effective as of November 16, 2005
Amended and Restated as of November 14, 2012

1. ESTABLISHMENT, OBJECTIVES AND DURATION.

(a) Establishment ofconduct will be answered during the Plan. The Clorox Company, a Delaware corporation (hereinafter referred to as the “Company”), hereby establishes an incentive compensation plan to be known as “The Clorox Company 2005 Stock Incentive Plan” (hereinafter referred to as the “Plan”). The Plan permits the granting of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units and Other Stock-Based Awards. The Plan was originally adopted effective as of November 16, 2005 and the current amendment and restatement of the Plan is adopted effective as of November 14, 2012 (the “Effective Date”),meeting, subject to time constraints. However, we reserve the approval ofright to exclude questions that are not pertinent to meeting matters, irrelevant to the Plan by the stockholdersbusiness of the Company, at the 2012 Annual Meeting. Definitions of capitalized terms usedderogatory or in the Planbad taste, or relate to pending or threatened litigation, personal grievances or are contained in the attached Glossary, which is an integral part of the Plan.

(b) Objectives of the Plan. The objectives of the Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Participants and to optimize the profitability and growth of the Company through incentivesotherwise inappropriate. Questions that are consistent withsubstantially similar may be grouped and answered once to avoid repetition. If there are any questions pertinent to meeting matters that cannot be answered during the Company’s goals and that linkmeeting due to time constraints, management will post answers to all questions on the personal interests of Participants to those“Investor Relations” section of the Company’s stockholders. The Plan is further intendedwebsite at investors.thecloroxcompany.com as soon as practicable after the meeting. If there are matters of individual concern to provide flexibilitya shareholder and not of general concern to all shareholders, shareholders are encouraged to contact us separately after the Company in its ability to motivate, attract, and retainAnnual Meeting through the services“Investor Relations” section of Participants who make or are expected to make significant contributions to the Company’s success and to allow Participants to share in the successwebsite at investors.thecloroxcompany.com.

A replay of the Company.

(c) Duration of the Plan. No Award mayAnnual Meeting will be granted under the Planmade available at investors.thecloroxcompany.com as soon as practicable after the day immediately preceding the tenth (10th) anniversary of the Effective Date, or such earlier date as the Board or the Committee shall determine. The Plan will remain in effect with respect to outstanding Awards until no Awards remain outstanding.meeting.

2. ADMINISTRATION OF THE PLAN.

(a) The Committee. The Plan shall be administered by the Management Development and Compensation Committee of the Board or such other committee (the “Committee”) as the Board shall select consisting of two or more members of the Board, each of whom is intended to be an “independent director” under New York Stock Exchange listing standards and also may be a “non-employee director” within the meaning of Rule 16b-3 (or any successor rule) of the Exchange Act and/or an “outside director” under regulations promulgated under Section 162(m) of the Code. The members of the Committee shall be appointed from time to time by, and shall serve at the discretion of, the Board.

(b) Authority of the Committee. Subject to Applicable Laws and the provisions of the Plan (including any other powers given to the Committee hereunder), and except as otherwise provided by the Board, the Committee shall have full and final authority in its discretion to take all actions determined by the Committee to be necessary in the administration of the Plan, including, without limitation, discretion to:

(i) select the Employees, Directors and Consultants to whom Awards may from time to time be granted hereunder;

(ii) determine whether and to what extent Awards are granted hereunder;

(iii) determine the size and types of Awards granted hereunder;

(iv) approve forms of Award Agreement for use under the Plan;

(v) determine the terms and conditions of any Award granted hereunder;

(vi) establish performance goals for any Performance Period and determine whether such goals were satisfied;

THE CLOROX COMPANY- 20172022 Proxy Statement

A-189

Table of Contents

(vii) amend the terms of any outstanding Award granted under the Plan, whether in the event of a Participant’s termination of employment, in the event of a Change in Control or otherwise, provided that, except as otherwise provided in Section 18, no such amendment shall reduce the Exercise Price of an outstanding Option or the grant price of an outstanding SAR, and at any time when the Exercise Price of an outstanding Option or the grant price of an outstanding SAR is above the Fair Market Value of a share of Common Stock, no such amendment shall provide for the cancellation and re-grant or the exchange of any such outstanding Option or SAR for either cash or a new Award with a lower (or no) exercise price without the approval of the stockholders of the Company, and provided further, that any amendment that would materially adversely affect the Participant’s rights under an outstanding Award shall not be made without the Participant’s written consent;

(viii) construe and interpret the terms of the Plan and any Award Agreement entered into under the Plan, and to decide all questions of fact arising in its application; and

(ix) take such other action, not inconsistent with the terms of the Plan, as the Committee deems appropriate.

Except to the extent prohibited by Applicable Laws, the Committee may delegate its authority as identified herein, including the power and authority to make Awards to Participants who are not “insiders” subject to Section 16(b) of the Exchange Act, Awards intended to satisfy the Performance-Based Exception and/or Awards intended to satisfy the exception under Rule 16b-3(d)(1) promulgated under the Exchange Act, pursuant to such conditions and limitations as the Committee may establish. References to the Committee in this Plan shall refer to a delegate with respect to any action of such delegate within the scope of the authority delegated to such delegate by the Committee.

(c) Effect of Committee’s Decision. All decisions, determinations and interpretations of the Committee shall be final, binding and conclusive on all persons, including the Company, its Subsidiaries, its stockholders, Employees, Directors, Consultants and their estates and beneficiaries.

3. SHARES SUBJECT TO THE PLAN; EFFECT OF GRANTS; INDIVIDUAL LIMITS.

(a) Number of Shares Available for Grants. Subject to adjustment as provided in Section 18 hereof, the maximum number of Shares which may be issued pursuant to Awards under the Plan granted after June 30, 2012 shall be 7,100,000 Shares, plus the number of Shares deemed not issued under the Plan or the Prior Plans pursuant to paragraphs (i), (ii), (iii) or (iv) of this Section 3(a). For the avoidance of doubt, the Company shall be entitled to issue Shares under awards granted under the Plan or the Prior Plans that were outstanding on June 30, 2012 and such issuances shall not reduce the foregoing.

(i) Shares that are potentially deliverable under an Award or a Prior Plan award that expires or is canceled, forfeited, settled in cash or otherwise settled without the delivery of Shares shall not be treated as having been issued under the Plan or a Prior Plan.

(ii) Shares that are held back or tendered (either actually or constructively by attestation) to cover the exercise price or tax withholding obligations with respect to an Award or Prior Plan award shall not be treated as having been issued under the Plan or a Prior Plan.

(iii) Shares that are issued pursuant to awards that are assumed, converted or substituted in connection with a merger, acquisition, reorganization or similar transaction shall not be treated as having been issued under the Plan.

(iv) Shares that are repurchased in the open market with Option Proceeds from Awards or Prior Plan awards shall not be treated as having been issued under the Plan or a Prior Plan; provided, however, that the aggregate number of Shares deemed not issued pursuant to the repurchase of Shares with Option Proceeds shall not be greater than the amount of such proceeds divided by the Fair Market Value of a Share on the date of exercise of the Option or Prior Plan option giving rise to such proceeds.

Notwithstanding paragraphs (i) through (iv) above, for purposes of determining the number of Shares available for grant as Incentive Stock Options, only Shares that are subject to an Award or a Prior Plan award that expires or is cancelled, forfeited or settled in cash shall be treated as not having been issued under the Plan or a Prior Plan.

A-2       THE CLOROX COMPANY- 2017 Proxy Statement

Table of Contents

Appendix A

The Shares to be issued pursuant to Awards may be authorized but unissued Shares or treasury Shares.

(b) Individual Limits. Subject to adjustment as provided in Section 18 hereof, the following rules shall apply with respect to Awards:

(i) Options and SARs: The maximum aggregate number of Shares with respect to which Options and SARs may be granted in any 36-month period to any one Participant shall be 2,000,000 Shares.

(ii) Restricted Stock, Restricted Stock Units, Performance Shares and Other Stock-Based Awards: The maximum aggregate number of Shares of Restricted Stock and Shares with respect to which Restricted Stock Units, Performance Shares and Other Stock-Based Awards may be granted in any 36-month period to any one Participant shall be 800,000 Shares.

(iii) Performance Units: The maximum aggregate compensation that can be paid pursuant to Performance Units awarded in any one fiscal year to any one Participant shall be $10,000,000 or a number of Shares having an aggregate Fair Market Value on the date of grant not in excess of such amount.

4. ELIGIBILITY AND PARTICIPATION.

(a) Eligibility. Persons eligible to participate in the Plan include all Employees, Directors and Consultants.

(b) Actual Participation. Subject to the provisions of the Plan, the Committee may, from time to time, select from all eligible Employees, Directors and Consultants, those to whom Awards shall be granted and shall determine the nature and amount of each Award. The Committee may establish additional terms, conditions, rules or procedures to accommodate the rules or laws of applicable foreign jurisdictions and to afford Participants favorable treatment under such laws; provided, however, that no Award shall be granted under any such additional terms, conditions, rules or procedures with terms or conditions which are inconsistent with the provisions of the Plan.

5. TYPES OF AWARDS.

(a) Type of Awards. Awards under the Plan may be in the form of Options (both Nonqualified Stock Options and/or Incentive Stock Options), SARs, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units and Other Stock-Based Awards.

(b) Designation of Award. Each Award shall be designated in the Award Agreement.

6. OPTIONS.

(a) Grant of Options. Subject to the terms and provisions of the Plan, Options may be granted to Participants in such number and upon such terms, and at any time and from time to time, as shall be determined by the Committee.

(b) Award Agreement. Each Option grant shall be evidenced by an Award Agreement that shall specify the Exercise Price, the duration of the Option, the number of Shares to which the Option pertains, and such other provisions as the Committee shall determine including, but not limited to, the Option vesting schedule, repurchase provisions, rights of first refusal, forfeiture provisions, form of payment (cash, Shares, or other consideration) upon settlement of the Award, and payment contingencies. The Award Agreement also shall specify whether the Option is intended to be an Incentive Stock Option or a Nonqualified Stock Option. Options that are intended to be Incentive Stock Options shall be subject to the limitations set forth in Section 422 of the Code.

(c) Exercise Price. Except for Options adjusted pursuant to Section 18 herein, and replacement Options granted in connection with a merger, acquisition, reorganization or similar transaction, the Exercise Price for each grant of an Option shall not be less than one hundred percent (100%) of the Fair Market Value of a Share on the date the Option is granted. However, in the case of an Incentive Stock Option granted to a Participant who, at the time the Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Subsidiary, the Exercise Price for each grant of an Option shall not be less than one hundred ten percent (110%) of the Fair Market Value of a Share on the date the Option is granted.

Continues on next page►

THE CLOROX COMPANY- 2017 Proxy Statement

A-3

Table of Contents

(d) Term of Options. The term of an Option granted under the Plan shall be determined by the Committee, in its sole discretion; provided, however, that such term shall not exceed ten (10) years. However, in the case of an Incentive Stock Option granted to a Participant who, at the time the Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Subsidiary, the term of the Incentive Stock Option shall be five (5) years from the date of grant thereof or such shorter term as may be provided in the Award Agreement.

(e) Exercise of Options. Options granted under this Section 6 shall be exercisable at such times and be subject to such restrictions and conditions as set forth in the Award Agreement and as the Committee shall in each instance approve, which need not be the same for each grant or for each Participant.

(f) Payments. Options granted under this Section 6 shall be exercised by the delivery of a written notice to the Company, setting forth the number of Shares with respect to which the Option is to be exercised and specifying the method of the Exercise Price. The Exercise Price of an Option shall be payable to the Company: (i) in cash or its equivalent, (ii) by tendering (either actually or constructively by attestation or through authorization to withhold Shares otherwise issuable upon exercise of an Option) Shares having an aggregate Fair Market Value at the time of exercise equal to the Exercise Price, (iii) in any other manner then permitted by the Committee that is determined to provide a benefit to the Company, or (iv) by a combination of any of the permitted methods of payment. The Committee may limit any method of payment, other than that specified under (i), for administrative convenience, to comply with Applicable Laws or otherwise. Shares issued upon exercise shall be subject to such continuing restrictions as shall be provided in a Participant’s Award Agreement.

(g) Restrictions on Share Transferability. The Committee may impose such restrictions on any Shares acquired pursuant to the exercise of an Option granted under this Section 6 as it may deem advisable, including, without limitation, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, and under any blue sky or state securities laws applicable to such Shares.

(h) Termination of Employment or Service. Each Participant’s Option Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the Option following termination of the Participant’s employment or, if the Participant is a Director or Consultant, service with the Company and its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Options, and may reflect distinctions based on the reasons for termination of employment or service.

(i) No Repricing without Stockholder Approval. The Company shall not, without the approval of the stockholders of the Company, reduce the Exercise Price of an outstanding Option. And, at any time when the Exercise Price of an outstanding Option is above the Fair Market Value of a share of Common Stock, the Company shall not, without the approval of the stockholders of the Company, provide for the cancellation and re-grant or the exchange of such outstanding Option for either cash or a new Award with a lower (or no) exercise price.

7. STOCK APPRECIATION RIGHTS.

(a) Grant of SARs. Subject to the terms and provisions of the Plan, SARs may be granted to Participants in such amounts and upon such terms, and at any time and from time to time, as shall be determined by the Committee. The Committee may grant Freestanding SARs, Tandem SARs, or any combination of these forms of SAR.

(b) Award Agreement. Each SAR grant shall be evidenced by an Award Agreement that shall specify the grant price, the term of the SAR, and such other provisions as the Committee shall determine.

(c) Grant Price. The grant price of a Freestanding SAR shall not be less than one hundred percent (100%) of the Fair Market Value of a Share on the date of grant of the SAR, and the grant price of a Tandem SAR shall equal the Exercise Price of the related Option; provided, however, that these limitations shall not apply to Awards that are adjusted pursuant to Section 18 herein.

(d) Term of SARs. The term of a SAR granted under the Plan shall be determined by the Committee, in its sole discretion; provided, however, that such term shall not exceed ten (10) years.

A-4       THE CLOROX COMPANY- 2017 Proxy Statement

Table of Contents

Appendix A

(e) Exercise of Tandem SARs. A Tandem SAR may be exercised only with respect to the Shares for which its related Option is then exercisable. To the extent exercisable, Tandem SARs may be exercised for all or part of the Shares subject to the related Option. The exercise of all or part of a Tandem SAR shall result in the forfeiture of the right to purchase a number of Shares under the related Option equal to the number of Shares with respect to which the SAR is exercised. Conversely, upon exercise of all or part of an Option with respect to which a Tandem SAR has been granted, an equivalent portion of the Tandem SAR shall similarly be forfeited.

Notwithstanding any other provision of the Plan to the contrary, with respect to a Tandem SAR granted in connection with an ISO: (i) the Tandem SAR will expire no later than the expiration of the underlying ISO; (ii) the value of the payout with respect to the Tandem SAR may be for no more than one hundred percent (100%) of the difference between the Exercise Price of the underlying ISO and the Fair Market Value of the Shares subject to the underlying ISO at the time the Tandem SAR is exercised; and (iii) the Tandem SAR may be exercised only when the Fair Market Value of the Shares subject to the ISO exceeds the Exercise Price of the ISO.

(f) Exercise of Freestanding SARs. Freestanding SARs may be exercised upon whatever terms and conditions the Committee, in its sole discretion, imposes upon them and sets forth in the Award Agreement.

(g) Payment of SAR Amount. Upon exercise of a SAR, a Participant shall be entitled to receive payment from the Company in an amount determined by multiplying:

(i) the difference between the Fair Market Value of a Share on the date of exercise over the grant price; by

(ii) the number of Shares with respect to which the SAR is exercised.

At the discretion of the Committee, the payment upon SAR exercise may be in cash, in Shares of equivalent value, or in some combination thereof. Shares issued upon SAR exercise shall be subject to such continuing restrictions as shall be provided in a Participant’s Award Agreement.

(h) Termination of Employment or Service. Each SAR Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the SAR following termination of the Participant’s employment or, if the Participant is a Director or Consultant, service with the Company and its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all SARs, and may reflect distinctions based on the reasons for termination of employment or service.

(i) No Repricing without Stockholder Approval. The Company shall not, without the approval of the stockholders of the Company, reduce the grant price of an outstanding SAR. And at any time when the grant price of an outstanding SAR is above the Fair Market Value of a share of Common Stock, the Company shall not, without the approval of the stockholders of the Company, provide for the cancellation and re-grant or the exchange of such outstanding SAR for either cash or a new Award with a lower (or no) exercise price.

8. RESTRICTED STOCK.

(a) Grant of Restricted Stock. Subject to the terms and provisions of the Plan, Restricted Stock may be granted to Participants in such amounts and upon such terms, and at any time and from time to time, as shall be determined by the Committee.

(b) Award Agreement. Each Restricted Stock grant shall be evidenced by an Award Agreement that shall specify the applicable restrictions, the number of Shares of Restricted Stock granted and issued on the grant date, and such other provisions as the Committee shall determine.

(c) Other Restrictions. The Committee shall impose such other conditions and/or restrictions on any Shares of Restricted Stock granted pursuant to the Plan as it may deem advisable including, without limitation, a requirement that Participants pay a stipulated purchase price for each Share of Restricted Stock, a requirement that the issuance of Shares of Restricted Stock be delayed, restrictions based upon the achievement of specific performance goals, time-based restrictions requiring a minimum period of service as a condition of vesting any or all Shares of Restricted Stock, and/or restrictions under Applicable Laws or under the requirements of any stock exchange or market upon which

Continues on next page►

THE CLOROX COMPANY- 2017 Proxy Statement

A-5

Table of Contents

such Shares are listed or traded, or holding requirements or sale restrictions placed on the Shares by the Company upon vesting of such Restricted Stock. The Company may retain in its custody any certificate evidencing the Shares of Restricted Stock and place thereon a legend and institute stop-transfer orders on such Shares, and the Participant shall be obligated to sign any stock power requested by the Company relating to the Shares to give effect to the forfeiture provisions and any other restrictions of the Restricted Stock.

(d) Removal of Restrictions. Subject to Applicable Laws, Restricted Stock shall become freely transferable by the Participant after the lapse of all of the restrictions applicable thereto.

(e) Voting Rights. Unless otherwise determined by the Committee and set forth in a Participant’s Award Agreement, to the extent permitted or required by Applicable Laws, as determined by the Committee, Participants holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares.

(f) Dividends and Other Distributions. Except as otherwise provided in a Participant’s Award Agreement, to the extent permitted or required under Applicable Laws, Participants holding Shares of Restricted Stock shall receive all regular cash Dividends paid with respect to all Shares while they are so held, and, except as otherwise determined by the Committee, to the extent permitted or required under Applicable Laws, all other distributions paid with respect to such Restricted Stock shall be credited to Participants subject to the same restrictions on transferability and forfeitability as the Restricted Stock with respect to which they were paid and shall be delivered to Participants in conjunction with the Shares of Restricted Stock with respect to which such distributions were made. Notwithstanding the foregoing, Dividends or other distributions that relate to performance-based Restricted Stock will be subject to the same performance conditions as the underlying Award.

(g) Termination of Employment or Service. Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain unvested Restricted Stock following termination of the Participant’s employment or, if the Participant is a Director or Consultant, service with the Company and its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Awards of Restricted Stock, and may reflect distinctions based on the reasons for termination of employment or service.

9. RESTRICTED STOCK UNITS.

(a) Grant of Restricted Stock Units. Subject to the terms and provisions of the Plan, Restricted Stock Units may be granted to Participants in such amounts and upon such terms, and at any time and from time to time, as shall be determined by the Committee.

(b) Award Agreement. Each grant of Restricted Stock Units shall be evidenced by an Award Agreement that shall specify the applicable restrictions, the number of Restricted Stock Units granted, and such other provisions as the Committee shall determine.

(c) Value of Restricted Stock Units. The initial value of a Restricted Stock Unit shall equal the Fair Market Value of a Share on the date of grant; provided, however, that this restriction shall not apply to Awards that are adjusted pursuant to Section 18 herein.

(d) Other Restrictions. The Committee shall impose such other conditions and/or restrictions on any Restricted Stock Units and/or the Shares issuable upon the settlement of Restricted Stock Units granted pursuant to the Plan as it may deem advisable including, without limitation, a requirement that Participants pay a stipulated purchase price for each Restricted Stock Unit, time-based restrictions requiring a minimum period of service as a condition of settlement of any or all Restricted Stock Units, and/or restrictions under Applicable Laws or under the requirements of any stock exchange or market, or holding requirements or sale restrictions placed on any Shares issued by the Company upon vesting and in settlement of such Restricted Stock Units.

(e) Form and Timing of Payment. Except as otherwise provided in Section 19 herein or a Participant’s Award Agreement, payment of Restricted Stock Units shall be made at a specified settlement date that shall not be earlier than the last day that any time-based restrictions have lapsed. The Committee, in its sole discretion, may settle Restricted Stock Units by delivery of Shares or by payment in cash of an amount equal to the Fair Market Value of such Shares

A-6       THE CLOROX COMPANY- 2017 Proxy Statement

Table of Contents

Appendix A

(or a combination thereof). The Committee may provide that settlement of Restricted Stock Units shall be deferred, either on a mandatory basis or at the election of the Participant. Shares issued at the settlement date shall be subject to such continuing restrictions as shall be provided in a Participant’s Award Agreement.

(f) Voting Rights. A Participant shall have no voting rights with respect to any Restricted Stock Units granted hereunder.

(g) Termination of Employment or Service. Each Award Agreement shall set forth the extent to which the Participant shall have the right to receive a payout respecting an Award of Restricted Stock Units following termination of the Participant’s employment or, if the Participant is a Director or Consultant, service with the Company and its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Restricted Stock Units, and may reflect distinctions based on the reasons for termination of employment or service.

(h) Dividends and Other Distributions. Shares underlying Restricted Stock Units shall be entitled to Dividends or other distributions only to the extent provided by the Committee. In the event that the Committee decides to grant Restricted Stock Units that are entitled to Dividends or other distributions, Dividends or other distributions that relate to performance-based Restricted Stock Units shall be subject to the same performance conditions as the underlying Award.

10. PERFORMANCE SHARES.

(a) Grant of Performance Shares. Subject to the terms and provisions of the Plan, Performance Shares may be granted to Participants in such amounts and upon such terms, and at any time and from time to time, as shall be determined by the Committee.

(b) Award Agreement. Each grant of Performance Shares shall be evidenced by an Award Agreement that shall specify the applicable Performance Period(s) and Performance Measure(s), the number of Performance Shares granted and issued on the grant date, and such other provisions as the Committee shall determine.

(c) Performance Period and Other Restrictions. The Committee shall impose such conditions and/or restrictions on any Performance Shares granted pursuant to the Plan as it may deem advisable including, without limitation, a requirement that Participants pay a stipulated purchase price for each Performance Share, time-based restrictions requiring a minimum period of service as a condition of vesting of any or all Performance Shares, and/or restrictions under Applicable Laws or under the requirements of any stock exchange or market upon which the Shares are listed or traded, or holding requirements or sale restrictions placed on the Shares by the Company upon vesting of such Performance Shares. The Company may retain in its custody any certificate evidencing the Shares and place thereon a legend and institute stop-transfer orders on such Shares, and the Participant shall be obligated to sign any stock power requested by the Company relating to the Shares to give effect to the forfeiture provisions and any other restrictions of the Performance Shares.

(d) Removal of Restrictions. Subject to Applicable Laws, Performance Shares shall become freely transferable by the Participant after the lapse of all of the restrictions applicable thereto.

(e) Voting Rights. Unless otherwise determined by the Committee and set forth in a Participant’s Award Agreement, to the extent permitted or required by Applicable Laws, as determined by the Committee, Participants holding Performance Shares granted hereunder may exercise full voting rights with respect to those Shares.

(f) Dividends and Other Distributions. Except as otherwise provided in a Participant’s Award Agreement, to the extent permitted or required under Applicable Laws, Participants holding Performance Shares shall receive all regular cash Dividends paid with respect to all Shares while they are so held; provided, however, that all Dividends or other distributions shall be subject to the same performance conditions as the underlying Award.

(g) Termination of Employment or Service. Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain unvested Performance Shares following termination of the Participant’s employment or, if the Participant is a Consultant, service with the Company and its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Participants, and may reflect distinctions based on the reasons for termination of employment or service.

Continues on next page►

THE CLOROX COMPANY- 2017 Proxy Statement

A-7

Table of Contents

11. PERFORMANCE UNITS.

(a) Grant of Performance Units. Subject to the terms and conditions of the Plan, Performance Units may be granted to Participants in such amounts and upon such terms, and at any time and from time to time, as shall be determined by the Committee.

(b) Award Agreement. Each grant of Performance Units shall be evidenced by an Award Agreement that shall specify the number of Performance Units granted, the Performance Period(s) and Performance Measure(s), the performance goals and such other provisions as the Committee shall determine.

(c) Value of Performance Units. The Committee shall set performance goals in its discretion that, depending on the extent to which they are met, will determine the number and/or value of Performance Units that will be paid out to the Participants.

(d) Form and Timing of Payment. Except as otherwise provided in Section 19 herein or a Participant’s Award Agreement, payment of Performance Units shall be made following the close of the applicable Performance Period on a settlement date selected by the Committee. The Committee, in its sole discretion, may settle Performance Units in cash or in Shares that have an aggregate Fair Market Value equal to the value of the Performance Units (or a combination thereof). The Committee may provide that settlement of Performance Units shall be deferred, either on a mandatory basis or at the election of the Participant. Shares issued at the settlement date shall be subject to such continuing restrictions as shall be provided in a Participant’s Award Agreement.

(e) Voting Rights. A Participant shall have no voting rights with respect to any Performance Units granted hereunder.

(f) Termination of Employment or Service. Each Award Agreement shall set forth the extent to which the Participant shall have the right to receive a payout respecting an Award of Performance Units following termination of the Participant’s employment or, if the Participant is a Consultant, service with the Company and its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Performance Units and may reflect distinctions based on reasons for termination of employment or service.

(g) Dividends and Other Distributions. Shares underlying Performance Units shall be entitled to Dividends or other distributions only to the extent provided by the Committee. In the event that the Committee decides to grant Performance Units that are entitled to Dividends or other distributions, Dividends or other distributions shall be subject to the same performance conditions as the underlying Award.

12. OTHER STOCK-BASED AWARDS.

(a) Grant. The Committee shall have the right to grant other Awards that may include, without limitation, the grant of Shares based on attainment of performance goals established by the Committee, the payment of Shares as a bonus or in lieu of cash based on attainment of performance goals established by the Committee, and the payment of Shares in lieu of cash under other Company incentive or bonus programs.

(b) Restrictions. The Committee shall impose such conditions and/or restrictions on Other Stock-Based Awards granted pursuant to the Plan as it may deem advisable including, without limitation, a requirement that Participants pay a stipulated purchase price for each Share subject to the Award, time-based restrictions requiring a minimum period of service as a condition of vesting in any or all Shares subject to the Award, and/or restrictions under Applicable Laws or under the requirements of any stock exchange or market, or holding requirements or sale restrictions placed on any Shares issued by the Company upon vesting and in settlement of Other Stock-Based Awards.

(c) Payment of Other Stock-Based Awards. Settlement of any such Awards shall be made in such manner and at such times as the Committee may determine. The Committee may provide that settlement of Other Stock-Based Awards shall be deferred, either on a mandatory basis or at the election of the Participant. Shares issued upon settlement shall be subject to such continuing restrictions as shall be provided in a Participant’s Award Agreement.

A-8       THE CLOROX COMPANY- 2017 Proxy Statement

Table of Contents

Appendix A

(d) Termination of Employment or Service. The Committee shall determine the extent to which the Participant shall have the right to receive Other Stock-Based Awards following termination of the Participant’s employment or, if the Participant is a Director or Consultant, service with the Company and its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, such provisions may be included in an agreement entered into with each Participant, but need not be uniform among all Other Stock-Based Awards, and may reflect distinctions based on the reasons for termination of employment or service.

13. DIVIDEND EQUIVALENTS.

At the discretion of the Committee, Awards granted pursuant to the Plan may provide Participants with the right to receive Dividend Equivalents, which may be paid currently or credited to an account for the Participants, and may be settled in cash and/or Shares, as determined by the Committee in its sole discretion, subject in each case to such terms and conditions as the Committee shall establish. Notwithstanding the foregoing, Dividend Equivalents that relate to performance-based Awards will either not be made at all or shall be subject to the same performance conditions as the underlying Award.

14. PERFORMANCE-BASED EXCEPTION.

(a) The Committee may specify that the attainment of one or more of the Performance Measures set forth in this Section 14 shall determine the degree of granting, vesting and/or payout with respect to Awards that the Committee intends will qualify for the Performance-Based Exception. The performance goals to be used for such Awards shall be chosen from among the following performance measures (the “Performance Measures”): total shareholder return, stock price, net customer sales, volume, gross profit, gross margin, operating profit, operating margin, management profit, earnings from continuing operations before income taxes, earnings from continuing operations, earnings per share from continuing operations, earnings before interest and taxes (“EBIT”), earnings before interest, taxes, depreciation and amortization (“EBITDA”), net operating profit after tax, net earnings, net earnings per share, return on assets, return on investment, return on equity, return on invested capital, cost of capital, average capital employed, cash value added, economic value added, economic profit, cash flow, cash flow from operations, working capital, working capital as a percentage of net customer sales, asset growth, asset turnover, market share, customer satisfaction, and employee satisfaction. The targeted level or levels of performance with respect to such Performance Measures may be established at such levels and on such terms as the Committee may determine, in its discretion, on a corporate-wide basis or with respect to one or more business units, divisions, subsidiaries, business segments or functions, and in either absolute terms or relative to the current and/or historical performance of one or more companies or an index covering multiple companies. Performance measures that are financial metrics may or may not be calculated in accordance with generally accepted accounting principles, at the Committee’s discretion. Awards that are not intended to qualify for the Performance-Based Exception may be based on these or such other performance measures as the Committee may determine.

(b) Unless otherwise determined by the Committee, measurement of performance goals with respect to the Performance Measures above shall exclude the impact of charges for restructurings, discontinued operations, extraordinary items, and other unusual or non-recurring items, including, for example, asset impairment charges and force majeure, as well as the cumulative effects of tax or accounting changes, each as determined in accordance with generally accepted accounting principles or identified in the Company’s financial statements, notes to the financial statements, management’s discussion and analysis or other filings with the SEC.

(c) Performance goals may differ for Awards granted to any one Participant or to different Participants.

(d) Achievement of performance goals in respect of Awards intended to qualify under the Performance-Based Exception shall be measured over a Performance Period specified in the Award Agreement, and the goals shall be established not later than 90 days after the beginning of the Performance Period or, if less than 90 days, the number of days which is equal to 25% of the relevant Performance Period applicable to the Award.

(e) The Committee shall have the discretion to adjust the determinations of the degree of attainment of the pre-established performance goals; provided, however, that Awards that are designed to qualify for the Performance-Based Exception may not be adjusted upward (the Committee may, in its discretion, adjust such Awards downward).

Continues on next page►

THE CLOROX COMPANY- 2017 Proxy Statement

A-9

Table of Contents

(f) The Committee shall certify the extent to which any Performance Measures have been satisfied, and the amount payable as a result thereof, prior to payment, settlement or vesting of any Award that is intended to satisfy the Performance-Based Exception. Shares issued upon full or partial achievement of the selected Performance Measure(s) shall be subject to such continuing restrictions as shall be provided in a Participant’s Award Agreement.

15. TRANSFERABILITY OF AWARDS.

Incentive Stock Options may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution, and shall be exercisable during a Participant’s lifetime only by such Participant. Other Awards shall be transferable to the extent provided in the Award Agreement, except that no Award may be transferred for consideration. Each Award may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated by a Participant other than by will or the laws of descent and distribution, and each Option or Stock Appreciation Right shall be exercisable only by the Participant during his or her lifetime. Notwithstanding the foregoing, to the extent permitted by the Committee, the person to whom an Award (other than an Incentive Stock Option) is initially granted (the “Grantee”) may transfer an Award to any “family member” of the Grantee (as such term is defined in Section 1(a)(5) of the General Instructions to Form S-8 under the Securities Act of 1933, as amended (“Form S-8”)); provided that, (i) as a condition thereof, the transferor and the transferee must execute a written agreement containing such terms as may be specified by the Committee, and (ii) the transfer is pursuant to a gift or a domestic relations order to the extent permitted under the General Instructions to Form S-8.

16. TAXES.

The Company shall have the power and right, prior to the delivery of Shares pursuant to an Award, to deduct or withhold, or require a participant to remit to the Company (or a Subsidiary), an amount (in cash or Shares) sufficient to satisfy any applicable tax withholding requirements applicable to an Award. Whenever under the Plan payments are to be made in cash, such payments shall be net of an amount sufficient to satisfy any applicable tax withholding requirements. Subject to such restrictions as the Committee may prescribe, a Participant may satisfy all or a portion of any tax withholding requirements for an Award payable or settled in Shares by electing to have the Company withhold Shares having a Fair Market Value equal to the amount to be withheld up to the minimum statutory tax withholding rate (or such other rate that will not cause the Award to be accounted for under variable award account or otherwise result in a negative accounting impact).

17. CONDITIONS UPON ISSUANCE OF SHARES.

(a) Shares shall not be issued pursuant to the exercise or settlement of an Award unless the exercise or settlement of such Award and the issuance and delivery of such Shares pursuant thereto shall comply with all Applicable Laws, and shall be further subject to the approval of counsel for the Company with respect to such compliance.

(b) As a condition to the exercise or settlement of an Award, the Company may require the person exercising such Award or receiving such settlement to represent and warrant at the time of any such exercise or settlement that the Shares are being acquired only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by any Applicable Laws. The Company may also require the person exercising such Award or receiving such settlement to acknowledge and affirm any restrictions applicable to the Shares issuable upon the exercise or settlement of an Award.

18. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

Notwithstanding any other provision of the Plan to the contrary, in the event of any merger, reorganization, consolidation, recapitalization, liquidation, stock dividend, split-up, spin-off, stock split, reverse stock split, share combination, share exchange, extraordinary dividend, or any change in the corporate structure affecting the Shares, such adjustment shall be made in the number and kind of Shares or other securities or property that may be delivered under the Plan, the individual limits set forth in Section 3(b), and, with respect to outstanding Awards, in the number and kind of Shares or other securities or property subject to outstanding Awards, the Exercise Price, grant price or other price, if any, of Shares subject to outstanding Awards, any performance conditions relating to Shares, the market price

A-10       THE CLOROX COMPANY- 2017 Proxy Statement

Table of Contents

Appendix A

of Shares, or per-Share results, and other terms and conditions of outstanding Awards, as may be determined to be appropriate and equitable by the Committee, in its sole discretion, to prevent dilution or enlargement of rights; provided, however, that, unless otherwise determined by the Committee, the number of Shares or other securities or property subject to any Award shall always be rounded down to a whole number. Adjustments made by the Committee pursuant to this Section 18 shall be final, binding, and conclusive.

19. CHANGE IN CONTROL, CASH-OUT AND TERMINATION OF UNDERWATER OPTIONS/SARs, AND SUBSIDIARY DISPOSITION.

(a) Change in Control. Except as otherwise provided in a Participant’s Award Agreement or pursuant to Section 19(b) hereof, upon the occurrence of a Change in Control, unless otherwise specifically prohibited under Applicable Laws, or by the rules and regulations of any governing governmental agencies or national securities exchanges:

(i) any and all outstanding Options and SARs granted hereunder shall become immediately exercisable unless such Awards are assumed, converted, replaced or continued by the continuing entity; provided, however, that in the event of a Participant’s termination of employment without Cause within twenty-four (24) months following consummation of a Change in Control, any Awards so assumed, converted, replaced or continued will become immediately exercisable;

(ii) any Period of Restriction or other restriction imposed on Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units and Other Stock-Based Awards shall lapse unless such Awards are assumed, converted, replaced or continued by the continuing entity; provided, however, that in the event of a Participant’s termination of employment without Cause within twenty-four (24) months following consummation of a Change in Control, the Period of Restriction on any Awards so assumed, converted, replaced or continued shall lapse; and

(iii) the portion of any and all Performance Shares, Performance Units and other Awards (if performance-based) that remain outstanding following the occurrence of a Change in Control shall be determined by applying actual performance from the beginning of the Performance Period through the date of the Change in Control using the formula set forth in the Award Agreement (“Performance Measure Formula”) to determine the amount of the payout or distribution rounded to the nearest whole Share. Notwithstanding the foregoing, if the Change in Control occurs prior to the end of a Performance Period for an Award, the Performance Measure Formula shall generally be adjusted to take into account the shorter period of time available to achieve the Performance Measures. If a quantitative Performance Measure Formula for the entire Performance Period has been determined by the Company by adding together one or more goals for Performance Measures (“Performance Measure Goals”) for multiple time periods within the Performance Period (each a “subperiod”), then the adjusted Performance Measure Formula for a given level of performance shall be equal to the sum of (1) the Performance Measure Goals for each completed subperiod for such level of performance and (2) a prorated Performance Measure Goal (determined by the number of days in such subperiod falling on or before the occurrence of the Change in Control divided by the total number of days in such subperiod) for such level of performance for each subperiod not completed on or before the occurrence of the Change in Control. If there are no subperiods, then the quantitative Performance Measure Formula shall be prorated by taking the Performance Measure Goal for each specified level of performance for the entire Performance Period and multiplying it by a fraction, the numerator of which is the number of days in the Performance Period falling on or before the occurrence of the Change in Control and the denominator of which is the total number of days in the Performance Period. Qualitative Performance Measures shall not be adjusted. In the unlikely event that the Company is unable to substantially adjust the target Performance Measure(s) for an Award as set forth above, then the portion of such Award that shall remain outstanding shall be based on the assumption that the target level of performance for each Performance Measure for the entire Performance Period has been achieved.

The portion of the Award that remains outstanding following the occurrence of a Change in Control as determined in the preceding paragraph shall vest in full at the end of the Performance Period set forth in such Award so long as the Participant’s employment (or if the Participant is a Director or Consultant, service) with the Company or a Subsidiary does not terminate until the end of the Performance Period. Notwithstanding the foregoing, such portion shall vest in full upon the earliest to occur of the following events: (1) the termination of the Participant by the Company without Cause, (2) the refusal of the continuing entity to assume, convert, replace or continue the Award, or (3) if applicable, the resignation of the Participant for a “good reason”, as described further in the following paragraph.

Continues on next page►

THE CLOROX COMPANY- 2017 Proxy Statement

A-11

Table of Contents

With respect to paragraphs (i), (ii) and (iii) of Section 19(a) above, the Award Agreement may provide that any replacement awards will become immediately exercisable or any Period of Restriction shall lapse in the event of a termination of employment by the Participant for “good reason” if and as such term is defined in the Award Agreement or any employment agreement, severance agreement or other agreement or policy applicable to such Participant.

(b) Cash-Out and Termination of Underwater Options/SARs. The Committee may, in its sole discretion, provide that (i) all outstanding Options and SARs shall be terminated upon the occurrence of a Change in Control and that each Participant shall receive, with respect to each Share subject to such Options or SARs, an amount in cash and/or Shares equal to the excess of the Fair Market Value of a Share immediately prior to the occurrence of the Change in Control over the Option Exercise Price or the SAR grant price; and (ii) Options and SARs outstanding as of the date of the Change in Control may be cancelled and terminated without payment therefore if the Fair Market Value of a Share as of the date of the Change in Control is less than the Option Exercise Price or the SAR grant price.

(c) Subsidiary Disposition. The Committee shall have the authority, exercisable either in advance of any actual or anticipated Subsidiary Disposition or at the time of an actual Subsidiary Disposition and either at the time of the grant of an Award or at any time while an Award remains outstanding, to provide for the automatic full vesting and exercisability of one or more outstanding unvested Awards under the Plan and the termination of restrictions on transfer and repurchase or forfeiture rights on such Awards, in connection with a Subsidiary Disposition, but only with respect to those Participants who are at the time engaged primarily in Continuous Service with the Subsidiary involved in such Subsidiary Disposition. The Committee also shall have the authority to condition any such vesting and exercisability or release from the limitations of an Award upon the continuation or subsequent termination of the affected Participant’s Continuous Service with that Subsidiary within a specified period following the effective date of the Subsidiary Disposition. The Committee may provide that any Awards so vested or released from such limitations in connection with a Subsidiary Disposition, shall remain fully exercisable until the expiration or earlier termination of the Award.

20. AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN.

(a) Amendment, Modification and Termination. The Board or the Committee may at any time and from time to time, alter, amend, suspend or terminate the Plan in whole or in part; provided, however, that no amendment that requires stockholder approval in order for the Plan to continue to comply with the New York Stock Exchange listing standards or any rule promulgated by the SEC or any securities exchange on which Shares are listed or any other Applicable Laws shall be effective unless such amendment shall be approved by the requisite vote of stockholders of the Company entitled to vote thereon within the time period required under such applicable listing standard or rule. Unless the Board or the Committee adopt resolutions providing for an earlier date, the Plan shall automatically terminate on November 14, 2022. For purposes of Section 422 of the Code and also relevant provisions of Applicable Laws, the adoption of the Plan as approved by the stockholders on November 14, 2012 shall be deemed to be the adoption of a new plan.

(b) Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. The Committee may make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 18 hereof) affecting the Company or the financial statements of the Company or of changes in Applicable Laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan. With respect to any Awards intended to comply with the Performance-Based Exception, unless otherwise determined by the Committee, any such exception shall be specified at such times and in such manner as will not cause such Awards to fail to qualify under the Performance-Based Exception.

(c) Awards Previously Granted. No termination, amendment or modification of the Plan or of any Award shall adversely affect in any material way any Award previously granted under the Plan without the written consent of the participant holding such Award, unless such termination, modification or amendment is required by Applicable Laws and except as otherwise provided herein.

(d) No Repricing. The Company shall not, without the approval of the stockholders of the Company, reduce the Exercise Price of an outstanding Option or the grant price of an outstanding SAR. And, at any time when the Exercise Price of an outstanding Option or the grant price of an outstanding SAR is above the Fair Market Value of a share of

A-12       THE CLOROX COMPANY- 2017 Proxy Statement

Table of Contents

Appendix A

Common Stock, no amendment shall provide that any such outstanding Option or outstanding SAR be cancelled and re-granted or exchanged for either cash or a new Award with a lower (or no) exercise price, without the approval of the stockholders of the Company.

(e) Compliance with the Performance-Based Exception. If it is intended that an Award comply with the requirements of the Performance-Based Exception, the Committee may apply any restrictions it deems appropriate such that the Awards maintain eligibility for the Performance-Based Exception. If changes are made to Code Section 162(m) or regulations promulgated thereunder, the Committee may, subject to the other provisions of this Section 20, make any adjustments to the Plan and/or Award Agreements it deems appropriate that does not prevent the Plan or any outstanding Awards intended to comply with the Performance-Based Exception from complying with Section 162(m) of the Code.

21. RESERVATION OF SHARES.

(a) The Company, during the term of the Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

(b) The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

22. RIGHTS OF PARTICIPANTS.

(a) Continued Service. The Plan shall not confer upon any Participant any right with respect to continuation of employment or consulting relationship with the Company, nor shall it interfere in any way with his or her right or the Company’s right to terminate his or her employment or consulting relationship at any time, with or without cause.

(b) Participant. No Employee, Director or Consultant shall have the right to be selected to receive an Award under the Plan, or, having been so selected, to be selected to receive future Awards.

23. SUCCESSORS.

All obligations of the Company under the Plan and with respect to Awards shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or other event, or a sale or disposition of all or substantially all of the business and/or assets of the Company and references to the “Company” herein and in any Award Agreements shall be deemed to refer to such successors.

24. LEGAL CONSTRUCTION.

(a) Gender, Number and References. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine, the plural shall include the singular and the singular shall include the plural. Any reference in the Plan to a Section of the Plan either in the Plan or any Award Agreement or to an act or code or to any section thereof or rule or regulation thereunder shall be deemed to refer to such Section of the Plan, act, code, section, rule or regulation, as may be amended from time to time, or to any successor Section of the Plan, act, code, section, rule or regulation.

(b) Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

(c) Requirements of Law. The granting of Awards and the issuance of Shares or cash under the Plan shall be subject to all Applicable Laws and to such approvals by any governmental agencies or national securities exchanges as may be required.

Continues on next page►

THE CLOROX COMPANY- 2017 Proxy Statement

A-13

Table of Contents

(d) Governing Law. To the extent not preempted by federal law, the Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Plan to the substantive law of another jurisdiction.

(e) Non-Exclusive Plan. Neither the adoption of the Plan by the Board nor its submission to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board or a committee thereof to adopt such other incentive arrangements as it may deem desirable.

(f) Code Section 409A Compliance. To the extent applicable, it is intended that this Plan and any Awards granted hereunder either be exempt from the requirements of, or else comply with the requirements of, Section 409A of the Code and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Section 409A”). Any provision that would cause any Award granted hereunder to incur additional taxes under Section 409A shall have no force or effect until amended to comply with Section 409A, which amendment may be retroactive to the extent permitted by Section 409A.

A-14       THE CLOROX COMPANY- 2017 Proxy Statement

Table of Contents

Appendix A

GLOSSARY OF DEFINED TERMS

1. DEFINITIONS.

As used in the Plan, the following definitions shall apply:

“Applicable Laws” means the legal requirements relating to the administration of stock incentive plans, if any, under applicable provisions of federal securities laws, state corporate and securities laws, the Code, and the rules of any applicable stock exchange or national market system.

“Award” means, individually or collectively, Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units and Other Stock-Based Awards granted under the Plan.

“Award Agreement” means an agreement entered into by the Company and a Participant setting forth the terms and provisions applicable to an Award.

“Board” means the Board of Directors of the Company.

“Cause” means (i) the willful and continued failure of the Participant substantially to perform the Participant’s duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Participant by the Chief Executive Officer of the Company, a member of the Committee, or another authorized officer of the Company, which specifically identifies the manner in which the sender believes that the Participant has not substantially performed the Participant’s duties; or (ii) the willful engaging by the Participant in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company.

No act or failure to act on the part of the Participant shall be considered to be “willful” unless it is done, or omitted to be done, by the Participant in bad faith or without reasonable belief that the Participant’s action or omission was in the best interests of the Company. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer of the Company or the Committee or another authorized officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done or omitted to be done by the Participant in good faith and in the best interests of the Company. The cessation of employment of the Participant shall not be deemed to be for Cause unless and until the Chief Executive Officer, Vice President of Human Resources and General Counsel unanimously agree that, in their good faith opinion, the Participant is guilty of the conduct described in subsections (i) or (ii) above, and so notify the Participant specifying the particulars thereof in detail.

“Change in Control” means

(a)The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of (i) 50% of either the total fair market value or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”), or (ii) during a 12 month period ending on the date of the most recent acquisition by such Person, 30% of the Outstanding Voting Securities; provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, including any acquisition which, by reducing the number of shares outstanding, is the sole cause for increasing the percentage of shares beneficially owned by any such Person to more than the applicable percentage set forth above, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (c) of this definition; or

Continues on next page►

THE CLOROX COMPANY- 2017 Proxy Statement

A-15

Table of Contents

(b)Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason within any period of 12 months to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board, shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;
(c)Consummation by the Company of a merger, consolidation or reorganization or other transaction involving the Company and another business or the acquisition of the securities or assets of another business (a “Business Combination”), in each case, unless, following such Business Combination, (i) more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the controlling parent entity resulting from such Business Combination (including without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) is represented by Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively, that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such Outstanding Company Common Stock and Outstanding Company Voting Securities were converted pursuant to such Business Combination) and such ownership of common stock and voting power among the holders thereof is in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any employee benefit plan (or related trust) of the Company or such controlling parent entity resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding voting securities of the controlling parent entity resulting from such Business Combination or except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors (or similar governing body) of the controlling parent entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or
(d)Sale or other disposition of all or substantially all of the assets of the Company.

“Code” means the Internal Revenue Code of 1986, as amended.

“Committee” means the Committee, as specified in Section 2(a), appointed by the Board to administer the Plan.

“Company” means The Clorox Company and any successor thereto as provided in Section 23 herein.

“Consultant” means any consultant or advisor to the Company or a Subsidiary.

“Continuous Service” means that the provision of services to the Company or any Subsidiary in any capacity of Employee, Director or Consultant is not interrupted or terminated. Continuous Service shall not be considered interrupted in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, any Subsidiary, or any successor. A leave of absence approved by the Company shall include sick leave, military leave, or any other personal leave approved by an authorized representative of the Company. For purposes of Incentive Stock Options, no such leave may exceed ninety (90) days, unless reemployment upon expiration of such leave is guaranteed by statute or contract.

“Director” means any individual who is a member of the Board of Directors of the Company or a Subsidiary who is not an Employee.

“Dividend” means the dividends declared and paid on Shares subject to an Award.

“Dividend Equivalent” means, with respect to Shares subject to an Award, a right to be paid an amount equal to the Dividends declared and paid on an equal number of outstanding Shares prior to the issuance of Shares.

A-16       THE CLOROX COMPANY- 2017 Proxy Statement

Table of Contents

Appendix A

“Employee” means any employee of the Company or a Subsidiary.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exercise Price” means the price at which a Share may be purchased by a Participant pursuant to an Option.

“Fair Market Value” means, as of any date, the value of a Share determined as follows:

(a)Where there exists a public market for the Share, the Fair Market Value shall be (A) the closing sales price for a Share on the date of the determination (or, if no sales were reported on that date, on the last trading date on which sales were reported) on the New York Stock Exchange, the NASDAQ Global Market or the principal securities exchange on which the Share is listed for trading, whichever is applicable, or (B) if the Share is not traded on any such exchange or national market system, the average of the closing bid and asked prices of a Share on the NASDAQ Capital Market, in each case, as reported in The Wall Street Journal or such other source as the Committee deems reliable; or
(b)In the absence of an established market of the type described above, for the Share, the Fair Market Value thereof shall be determined by the Committee in good faith, and such determination shall be conclusive and binding on all persons.

“Freestanding SAR” means a SAR that is granted independently of any Options, as described in Section 7 herein.

“Incentive Stock Option” or “ISO” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.

“Nonqualified Stock Option” means an Option that is not intended to meet the requirement of Section 422 of the Code.

“Option” means an Incentive Stock Option or a Nonqualified Stock Option granted under the Plan, as described in Section 6 herein.

“Option Proceeds” means the cash received by the Company as payment of the Exercise Price upon exercise of an Option or a Prior Plan option plus the federal tax benefit that could be realized by the Company as a result of the Option of Prior Plan option exercise, which shall be determined by multiplying the amount that is deductible as a result of the Option or Prior Plan option exercise (currently equal to the amount upon which the Participant’s withholding tax obligation is calculated) by the maximum federal corporate income tax rate for the year of exercise. To the extent that a Participant pays the Exercise Price and/or withholding taxes with Shares, Option Proceeds shall not be calculated with respect to the amount paid in such manner.

“Other Stock-Based Award” means a Share-based or Share-related Award granted pursuant to Section 12 herein.

“Participant” means a current or former Employee, Director or Consultant who has rights relating to an outstanding Award.

“Performance-Based Exception” means the performance-based exception from the tax deductibility limitations of Code Section 162(m).

“Performance Measures” shall have the meaning set forth in Section 14(a).

“Performance Period” means the period during which a performance measure must be met.

“Performance Share” means an Award granted to a Participant, as described in Section 10 herein.

“Performance Unit” means an Award granted to a Participant, as described in Section 11 herein.

Continues on next page►

THE CLOROX COMPANY- 2017 Proxy Statement

A-17

Table of Contents

“Period of Restriction” means the period Restricted Stock, Restricted Stock Units or Other Stock-Based Awards are subject to a substantial risk of forfeiture and are not transferable.

“Plan” means The Clorox Company 2005 Stock Incentive Plan.

“Prior Plans” means The Clorox Company 1996 Stock Incentive Plan, The Clorox Company 1987 Long Term Compensation Program, The Clorox Company Independent Directors’ Stock-Based Compensation Plan, and the 1993 Directors’ Stock Option Plan.

“Restricted Stock” means an Award granted to a Participant, as described in Section 8 herein.

“Restricted Stock Units” means an Award granted to a Participant, as described in Section 9 herein.

“SEC” means the United States Securities and Exchange Commission.

“Share” means a share of common stock of the Company, par value $1.00 per share, subject to adjustment pursuant to Section 18 herein.

“Stock Appreciation Right” or “SAR” means an Award granted to a Participant, either alone or in connection with a related Option, as described in Section 7 herein.

“Subsidiary” means any corporation in which the Company owns, directly or indirectly, at least fifty percent (50%) of the total combined voting power of all classes of stock, or any other entity (including, but not limited to, partnerships and joint ventures) in which the Company owns, directly or indirectly, at least fifty percent (50%) of the equity securities thereof. Notwithstanding the foregoing, for purposes of determining whether any individual may be a Participant for purposes of any grant of Incentive Stock Options, the term “Subsidiary” shall have the meaning ascribed to such term in Code Section 424(f).

“Subsidiary Disposition” means (i) the disposition by the Company of some or all of its equity holdings in any Subsidiary effected by a merger, consolidation or a similar transaction involving that Subsidiary, (ii) the Company’s sale or distribution of substantially all of the outstanding capital stock of such Subsidiary, in either case such that the Subsidiary is not longer a Subsidiary following such transaction, or (iii) the sale of all or substantially all of the assets of that Subsidiary.

“Tandem SAR” means a SAR that is granted in connection with a related Option, as described in Section 7 herein.

“Voting Securities” means voting securities of the Company entitled to vote generally in the election of Directors.

A-18       THE CLOROX COMPANY- 2017 Proxy Statement

Table of Contents

Appendix BA

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The Clorox Company
(Dollars in millions, except share and per share data)

Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is designed to provide a reader of The Clorox Company’s (the Company or Clorox) financial statements with a narrative from the perspective of management on the Company’s financial condition, results of operations, liquidity and certain other factors that may affect future results. In certain instances, parenthetical references are made to relevant sections of the Notes to Consolidated Financial Statements to direct the reader to a further detailed discussion. This section should be read in conjunction with the Consolidated Financial Statements and Supplementary Data included in this Annual Report on Form 10-K.

The following sections are included herein:

●

Executive Overview

●

Results of Operations

●

Financial Position and Liquidity

●

Contingencies

●

Quantitative and Qualitative Disclosures about Market Risk

●

Recently Issued Accounting Standards

●

Critical Accounting Policies and Estimates

●

Summary of Non-GAAP Financial Measures

EXECUTIVE OVERVIEW

Clorox is a leading multinational manufacturer and marketer of consumer and professional products with fiscal year 2022 net sales of $7,107 and approximately 8,1009,000 employees worldwide as of June 30, 2017 and fiscal year 2017 net sales of $5,973.2022. Clorox sells its products primarily through mass retail andretailers, grocery outlets, warehouse clubs, dollar stores, home hardware centers, drug, pet and military stores, third-party and owned e-commerce channels military stores and other retail outlets, and medical supply distributors. Clorox markets some of the most trusted and recognized consumer brand names, including its namesake bleach and cleaning products,products; Pine-Sol® cleaners, cleaners; Liquid-Plumr® clog removers,removers; Poett® home care products,products; Fresh Step® cat litter,litter; Glad® bags wraps and container products,wraps; Kingsford® and Match Light® charcoal, RenewLife® digestive health products, grilling products; Hidden Valley® dressings, dips, seasonings and sauces,sauces; Brita® water-filtration products andproducts; Burt’s Bees® natural personal care products.products; and RenewLife, Rainbow Light, Natural Vitality and NeoCell vitamins, minerals and supplements. The Company also markets toindustry-leading products and technologies for professional services channels,customers, including infection control products forthose sold under the healthcare industry withCloroxPro and Clorox Healthcare® brand and commercial cleaning products with Clorox Commercial Solutions® brand.names. The Company has operations in more than 25 countries or territories and sells its products in more than 100 markets.

The Company primarily markets its leading brands in midsized categories considered to be financially attractive. Most of the Company’s products compete with other nationally advertised brands within each category and with “private label” brands.

The Company operates through strategic business units that are aggregated into the following four reportable segments based on the economics and nature of the products sold:

●

Cleaningconsists of laundry, home care and professional products marketed and sold in the United States. Products within this segment include laundry additives, including bleach products under the Clorox® brand and Clorox 2® stain fighter and color booster; home care products, primarily under the Clorox®, Formula 409®, Liquid-Plumr®, Pine-Sol®, S.O.S® and Tilex® brands; naturally derived products under the Green Works® brand; and professional cleaning and disinfecting products under the Clorox®, Dispatch®, Aplicare®, HealthLink® and Clorox Healthcare® brands.


THE CLOROX COMPANY- 20172022 Proxy Statement

B-1A-1

Table of Contents

Appendix A

The Company operates through strategic business units (SBUs) that are also the Company’s operating segments. These SBUs are then aggregated into four reportable segments: Health and Wellness, Household, Lifestyle and International. These four reportable segments consist of the following:

●

HouseholdHealth and Wellness consists of charcoal,cleaning products, professional products and vitamins, minerals and supplements mainly marketed and sold in the U.S. Products within this segment include cleaning products such as laundry additives and home care products, primarily under the Clorox, Clorox2, Scentiva, Pine-Sol, Liquid-Plumr, Tilex and Formula 409 brands; professional cleaning and disinfecting products under the CloroxPro and Clorox Healthcare brands; professional food service products under the Hidden Valley brand; and vitamins, minerals and supplements under the RenewLife, Natural Vitality, NeoCell and Rainbow Light brands.

●Household consists of bags and wraps, grilling products and containers, cat litter marketed and digestive healthsold in the U.S. Products within this segment include bags and wraps under the Glad brand; grilling products under the Kingsford brand; and cat litter primarily under the Fresh Step and Scoop Away brands.
●Lifestyle consists of food, natural personal care products and water-filtration products marketed and sold in the United States. Products within this segment include charcoal products under the Kingsford® and Match Light® brands; bags, wraps and containers under the Glad® brand; cat litter products under the Fresh Step®, Scoop Away® and Ever Clean® brands; and digestive health products under the RenewLife® brand.

●

Lifestyleconsists of food products, water-filtration systems and filters and natural personal care products marketed and sold in the United States.U.S. Products within this segment include dressings, dips, seasonings and sauces, primarily under the Hidden Valley®, KC Masterpiece®, Kingsford® and Soy Vay® brands; water-filtration systems and filters under the Brita® brand; and natural personal care products under the Burt’s Bees® brand; and water-filtration products under the Brita brand.

●

Internationalconsists of products sold outside the United States.U.S. Products within this segment include laundry additives; home care products; water-filtration products; digestive health products, charcoalproducts; grilling products; cat litter; food; bags and cat litter products, food products, bags, wraps and containers,wraps; natural personal care productsproducts; and professional cleaning and disinfecting products marketed primarily under the Clorox,®, Ayudin, Clorinda, Poett, Pine-Sol, Glad,®, PinoLuz®, Ayudin®, Limpido®, Clorinda®, Poett®, Mistolin®, Lestoil®, Bon Bril®, Brita,®, Green Works®, Pine-Sol®, Agua Jane®, Chux®, RenewLife,®, Kingsford®, Fresh Step®, Scoop Away®, Ever Clean®, KC Masterpiece®, Hidden Valley®, and Burt’s Bees® brands and Clorox Healthcare® brands.

Non-GAAP Financial Measures

This Executive Overview, the succeeding sections of MD&A and Exhibit 99.399.2 may include certain financial measures that are not defined by accounting principles generally accepted in the United States of America (U.S. GAAP). These measures, which are referred to as non-GAAP measures, are listed below.below:

●

Free cash flow and free cash flow as a percentage of net sales.Free cash flow is calculated as net cash provided by continuing operations less capital expenditures related to continuing operations.expenditures.

●

Earnings from continuing operations before interest and taxes (EBIT) margin (the ratio of EBIT to net sales)

●

Earnings from continuing operations before interest, taxes, depreciation and amortization and non-cash asset impairment charges (Consolidated EBITDA) to interest expense ratio (Interest Coverage ratio)

●

Economic profit (EP)is defined by the Company as earnings from continuing operations before income taxes, excluding non-cashcertain U.S. GAAP restructuringitems (such as asset impairments, charges related to digital capabilities and intangible asset impairment charges,productivity enhancements investment, significant losses/(gains) related to acquisitions and other non-recurring or unusual items) and interest expense; less income taxes (calculated utilizingbased on the Company’s effective tax rate)rate excluding the identified U.S. GAAP items), and less after tax profit attributable to noncontrolling interests, and less a capital charge (calculated as average capital employed multiplied by a cost of capital percentage rate).

●Organic sales growth / (decrease) is defined as net sales growth excluding the effect of foreign exchange rate changes and any acquisitions and divestitures.

For a discussion of these measures and the reasons management believes they are useful to investors, refer to “Summary of Non-GAAP Financial Measures” below. ThisTo the extent applicable, this MD&A and Exhibit 99.399.2 include reconciliations of these non-GAAP measures to the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP.

A-2       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Appendix A

Fiscal Year2017 2022 Financial Highlights

A detailed discussion of strategic goals, key initiatives and results of operations is included below. Key fiscal year 20172022 financial results are summarized as follows:

●

The Company’s fiscal year 2017net2022 net sales increaseddecreased by 4%,3% to $7,107 from $5,761$7,341 in fiscal year 2016 to $5,9732021, reflecting lower shipments primarily in fiscal year 2017, reflecting higherthe Health and Wellness reportable segment. The variance between volume and net sales was primarily due to the benefitimpact of favorable price increases,mix, partially offset by unfavorable mix and foreign currency exchange rates.

●

Gross margin decreased 40by 780 basis points to 44.7%35.8% in fiscal year 20172022 from 45.1%43.6% in fiscal year 2016, reflecting2021. The decrease was primarily driven by higher manufacturing and logistics costs, increased commodity costs and unfavorable mix, partially offset by cost savings and the benefit of price increases.

increases and cost savings.
●

The Company reported earnings from continuing operationsbefore income taxes of $703$607 in fiscal year 20172022, compared to $648$900 in fiscal year 2016.2021. The Company reported earnings from continuing operations before income taxesattributable to Clorox of $1,033$462 in fiscal year 2017,2022, compared to $983$710 in fiscal year 2016.

2021.

B-2       THE CLOROX COMPANY- 2017 Proxy Statement

Table of Contents

Appendix B

●

The Company delivered diluted net EPS from continuing operationsearnings per share (EPS) of $3.73 in fiscal year 2017 of $5.35, an increase2022, a decrease of approximately 9%33%, or $1.85, from fiscal year 20162021 diluted net EPS of $4.92.

$5.58. The decrease was primarily due to lower gross margin and the one-time, noncash remeasurement gain recognized on the previously held equity interest in the Saudi joint venture in the prior period, partially offset by the noncash impairment charges on assets held by the Vitamins, Minerals and Supplements (VMS) business in the prior period.
●

EP increaseddecreased by 7%58% to $525$282 in fiscal year 20172022, compared to $490$672 in fiscal year 20162021 (refer to the reconciliation of EP to earnings from continuing operations before income taxes in Exhibit 99.3)99.2).

●

The Company’s net cash flows provided by continuing operations were $871was $786 in fiscal year 2017,2022, compared to $768$1,276 in fiscal year 2016 reflecting higher earnings, excluding non-cash charges.2021. Free cash flow was $640$535 or 10.7%7.5% of net sales in fiscal year 2017, an increase from $5962022, compared to $945 or 10.3%12.9% of net sales in fiscal year 2016.

2021 (refer to the reconciliation of net cash provided by operations to free cash flow in “ Financial Position and Liquidity - Investing - Free Cash Flow”).
●

The Company paid $412$571 in cash dividends to stockholders in fiscal year 20172022, compared to $398$558 in cash dividends in fiscal year 2016.2021. In May 2017,July 2022, the Company announced an increase of 5%2% in theits quarterly cash dividend from the prior year. In fiscal year 2017, the Company repurchased approximately 1.5 million shares of its common stock at a cost of $189.

Strategic Goals and Initiatives

The Clorox Company’s 2020 Strategy serves as its strategic growth plan, directingAs announced in 2019, the CompanyIGNITE strategy is intended to accelerate innovation in key areas of the highest value opportunities for long-term, profitablebusiness to drive growth and total stockholder return.

deliver value for both the Company’s shareholders and society. Specifically, IGNITE focuses on four strategic choices to deliver purpose-driven growth: Fuel Growth, Innovate Experiences, Reimagine Work and Evolve Portfolio. Performance goals within the environmental, social and governance pillars of Healthy Lives, Clean Planet and Thriving Communities, all underpinned by strong governance also are integrated into the strategy. The Company’s long-term financial goals reflected in the Company’s 2020 StrategyIGNITE include annual net sales growth of 3-5%,3% to 5% — increased from 2% to 4% in 2021 — annual EBIT margin growthexpansion of 25-5025 to 50 basis points and annual free cash flow of 10-12%11% to 13%.

Additionally, in fiscal year 2021 the Company announced a strategic investment of net sales. The Company anticipates using free cash flow to investapproximately $500 over a five-year period for digital capabilities and productivity enhancements. This investment, which began in the business, maintain appropriate debt levels and return excess cash to stockholders.

Infirst quarter of fiscal year 2018,2022, includes replacement of the Company’s enterprise resource planning system and transitioning to a cloud-based platform as well as the implementation of a suite of other digital technologies. This investment will generate efficiencies and better position the Company anticipatesin supply chain, digital commerce, innovation, brand building and more over the long term.

Continues on next page►

THE CLOROX COMPANY - 2022 Proxy Statement

A-3

Table of Contents

Appendix A

Recent Events Affecting the Company

For the fiscal year ended June 30, 2022, the effects of the on-going novel coronavirus (COVID-19) pandemic continued to cause economic and social disruptions. These disruptions led to ongoing challengesuncertainties, heightened by the conflict in Ukraine that may impact its salesbegan in the back half of the fiscal year.

Demand for many of the products across the Company’s portfolio remained elevated compared to pre-pandemic levels, but moderated versus the previous fiscal year. An inflationary environment marked by higher manufacturing and margins, including continued high levelslogistics costs as well as increased commodity costs is expected to continue into fiscal year 2023. While we did not experience significant disruptions in our operations during fiscal year 2022, the risks of competitionfuture negative impacts due to transportation, logistical or supply constraints and higher commodity costs for certain raw materials remain present, and the Company continues to experience corresponding incremental costs and gross margin pressures.

Throughout fiscal year 2022, our focus has been on addressing supply-chain disruptions and volatility in select categories, a more competitive retail environment, rising commodity costs and the continuation of a difficult macro-economic environment in many international markets.foreign exchange markets and countering inflationary pressures through pricing actions and cost-cutting measures.

The extent of COVID-19’s effect on the Company’s priorityoperational and financial performance in fiscal year 2018 isthe future will depend on future developments, including the duration, spread, intensity and phase of the pandemic in different countries, the emergence of COVID-19 variants and the effectiveness of vaccines against these variants, the Company’s continued ability to continue delivering superior consumer value by investing strongly behindmanufacture and distribute its products, any future government actions affecting consumers, our brandsbusiness operations, including any vaccine mandates, or the economy in general, and differentiated, high-quality products with a strong focus on producteffectiveness of global vaccines. Additionally, the impact of certain geopolitical events, specifically the conflict in Ukraine, and commercial innovation. Importantly,continued inflationary pressures have increased global economic and political uncertainty due to the uncertainty around the duration and resolution of the conflict and potential economic and global supply chain disruptions. All of these factors are difficult to predict considering the rapidly evolving landscape as the Company will workcontinues to improve its margins by driving cost savings, implementing price increases where appropriate, as well as improvingexpect a variable operating environment going forward.

For further discussion of the efficiencypossible impacts of the COVID-19 pandemic and productivity across all addressable spend.

Looking forward, the Company will continue to execute against its 2020 Strategyother recent events on our business, financial conditions and seek to achieve its goals to deliver long-term profitable growth.results of operations, see “Risk Factors” in Part I, Item 1A of this Report.

RESULTS OF OPERATIONS

Unless otherwise noted, management’s discussion and analysisMD&A compares results of continuing operations from fiscal year 20172022 to fiscal year 2016, and fiscal year 2016 to fiscal year 2015,2021, with percentage and basis point calculations based on rounded numbers, except for per share data and the effective tax rate. Discussions of fiscal year 2020 items and year-to-year comparisons between fiscal years 2021 and 2020 that are not included in this Annual Report on Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Exhibit 99.1 of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021.

CONSOLIDATED RESULTS

Continuing operations

% Change
2017     2016     2015     2017
to
2016		     2016
to
2015
Net sales$5,973 $5,761 $5,6554%2%
     2022      2021      % Change
2022
to
2021
Net sales$     7,107$     7,341(3)%

Continues on next pageA-4       ►

THE CLOROX COMPANY- 20172022 Proxy Statement

B-3

Table of Contents

Appendix A

Year Ended June 30, 2022
Percentage change versus the year-ago period
Reported
(GAAP) Net
Sales
Growth /
(Decrease)		Reported
Volume		Acquisitions
&
Divestitures 		Foreign
Exchange
Impact		Price/Mix/
Other (1)		Organic
Sales
Growth /
(Decrease)
(Non-
GAAP) (2)		Organic
Volume (3)
Health and Wellness             (10)%           (9)%                —%             —%             (1)%            (10)%             (9)%
Household—(3)——3—(3)
Lifestyle32——132
International2(1)—(4)76(1)
Total(3)%(5)%—%(1)%3%(2)%(5)%

(1) This represents the net impact on net sales growth / (decrease) from pricing actions, mix and other factors.

(2) Organic sales growth / (decrease) is defined as net sales growth / (decrease) excluding the effect of any acquisitions and divestitures and foreign exchange rate changes. See “Summary of Non-GAAP Financial Measures” below for reconciliation of organic sales growth / (decrease) to net sales growth / (decrease), the most directly comparable GAAP financial measure.

(3) Organic volume represents volume excluding the effect of any acquisitions and divestitures.

Net salesin fiscal year 2017 increased 4%. Volume increased 6%2022 decreased by 3%, reflecting higherlower shipments in all reportable segments, most significantlyprimarily in the CleaningHealth and HouseholdWellness reportable segments. Higher shipments insegment. Volume decreased by 5% versus the Cleaning reportable segment were primarily driven by Home Careprior period. The variance between volume and Professional Products, partially offset by Laundry. Higher shipments in the Household reportable segment included the benefit from the RenewLife acquisition in May 2016 and increased shipments in Cat Litter and Glad®. Volume outpaced net sales primarily due to unfavorable mix and foreign currency exchange rates, partially offset by the benefit of price increases.

Net sales in fiscal year 2016 increased 2%. Volume increased 4% reflecting higher shipments in all reportable segments and most significantly in Cleaning, Household and Lifestyle. Higher shipments in the Cleaning reportable segment were driven by Home Care and Professional Products, partially offset by Laundry; higher shipments in the Household reportable segment werewas primarily due to the acquisitionimpact of the RenewLife business, Charcoal, and Bags and Wraps,favorable price mix, partially offset by Cat Litter; and higher shipments in the Lifestyle reportable segment primarily were due to Natural Personal Care and Dressing and Sauces. Volume outpaced net sales primarily due to unfavorable foreign currency exchange rates and higher trade promotion spending, partially offset by the benefit of price increases.rates.

% Change
2017201620152017
to
2016		2016
to
2015		20222021%
Change
2022
to
2021
Gross profit$2,671      $2,598      $2,465     3%     5%     $2,545     $3,199          (20)%
Gross margin44.7% 45.1% 43.6% 35.8%43.6%

Gross margin, defined as gross profit as a percentage of net sales,decreased by 780 basis points in fiscal year 2017 decreased 40 basis points2022 from 45.1%43.6% to 44.7%35.8%. The decrease was primarily driven by higher manufacturing and logistics costs, increased commodity costs and unfavorable mix, partially offset by cost savings and the benefit of price increases.

Gross margin, defined as gross profit as a percentage of net sales, in fiscal year 2016 increased 150 basis points from 43.6% to 45.1%. Gross margin expansion in fiscal year 2016 was driven by the benefits of favorable commodity costs, strongincreases and cost savings and price increases, partially offset by higher manufacturing and logistics costs, increased trade promotion spending and the impact of unfavorable foreign currency exchange rates.savings.

Expenses

% Change% of Net sales% Change% of Net sales
     2017     2016     2015     2017
to
2016		     2016
to
2015		     2017     2016     2015202220212022
to
2021		20222021
Selling and administrative expenses $810$806$798 —%1%13.6%14.0% 14.1%     $    954     $    1,004     (5)%     13.4%     13.7%
Advertising costs599 587 5232    12 10.0 10.29.2709790(10)10.010.8
Research and development costs135141136   (4)42.32.42.4132149        (11)1.92.0

Selling and administrative expenses, as a percentage of net sales, decreased 40by 30 basis points in fiscal year 2017 due to lower incentive compensation costs2022. The dollar decrease in the current period. Sellingselling and administrative expenses were relatively flat in fiscal year 2016.

Advertising costs, as a percentage of net sales, decreased slightly during fiscal year 2017. The Company’s U.S. retail advertising spend was approximately 11% of net sales during the year.

Advertising costs, as a percentage of net sales, increased during fiscal year 2016 mainly to drive awareness and trial behind innovation and maintain the health of the Company’s core business. The Company’s U.S. retail advertising spend was approximately 11% of net sales during the year.

Research and development costs, as a percentage of net sales, were essentially flat in fiscal years 2017 and 2016. The Company continues to focus on product innovation and cost savings.

B-4       THE CLOROX COMPANY- 2017 Proxy Statement

Table of Contents

Appendix B

Interest expense, Other (income) expense, net, and the effective tax rate on earnings

201720162015
Interest expense     $88          $88          $100
Other (income) expense, net 6(7)(13)
Effective tax rate on earnings31.9%34.1%34.2%

Interest expense was flat in fiscal year 2017.

Interest expense decreased $12 in fiscal year 2016, primarily due to a lower weighted-average interest rate on total debt.

Other (income) expense, net, of $6 in fiscal year 2017 included a $21 non-cash charge related to impairing certain assets of the Aplicare business, $14 of projected environmental costs associated with the Company’s former operation at a site in Alameda County, California and $10 of amortization of trademarks and other intangible assets. These were partially offset by $19 of income from equity investees and a gain of $10 from the sale of an Australian distribution facility. See Notes to Consolidated Financial Statements for more information.

Other (income) expense, net, of $(7) in fiscal year 2016 included $15 of income from equity investees and an $11 gain on the sale of the Los Angeles bleach manufacturing facility, partially offset by $9 of non-cash asset impairment charges and $8 of amortization of trademarks and other intangible assets.

Other (income) expense, net, of $(13) in fiscal year 2015 included $14 of income from equity investees, $13 gain on the sale of real estate assets by a low-income housing partnership and $4 of interest income, partially offset by $9 of foreign currency exchange losses, $8 of amortization of trademarks and other intangible assets and $3 of non-cash asset impairment charges.

The effective tax rate on earnings was 31.9%, 34.1% and 34.2% in fiscal years 2017, 2016 and 2015, respectively. The lower effective tax rate in fiscal year 2017 compared to fiscal year 2016 was primarily due to the recognition of excess tax benefits from share-basedlower nonqualified deferred compensation upon the adoption of Accounting Standards Update No. 2016-09 in the first quarter of fiscal year 2017. The effective tax rate in fiscal year 2016 compared to 2015 was essentially flat. See Notes to Consolidated Financial Statements for further information.

Diluted net earnings per share

% Change
 2017     2016     2015     2017
to
2016		     2016
to
2015
Diluted net EPS from continuing operations$5.35$4.92$4.579%8%

Diluted net earnings per share (EPS) from continuing operations increased $0.43 primarily due toplan expense, lower incentive compensation expense and the benefit of higher net sales and a lower effective tax rate,from cost savings, partially offset by gross margin declinesthe Company’s digital capabilities and the non-cash impairment charge for the Aplicare business (See Notes to Consolidated Financial Statements).productivity enhancements investments.

Diluted EPS from continuing operations increased $0.35 in fiscal year 2016, driven by the benefits of higher sales and gross margin expansion, partially offset by increased advertising investments.

Discontinued Operations

On September 22, 2014, Clorox Venezuela announced that it was discontinuing its operations, effective immediately, and seeking to sell its assets. Since fiscal year 2012, Clorox Venezuela was required to sell more than two thirds of its products at prices frozen by the Venezuelan government. During this same period, Clorox Venezuela experienced successive years of hyperinflation resulting in significant sustained increases in its input costs, including packaging, raw materials, transportation and wages. As a result, Clorox Venezuela had been selling its products at a loss, resulting in ongoing operating losses. Clorox Venezuela repeatedly met with government authorities in an effort to help them

Continues on next page►
 

THE CLOROX COMPANY- 20172022 Proxy Statement

B-5A-5

Table of Contents

understandAppendix A

Advertising costs, as a percentage of net sales, decreased by 80 basis points in fiscal year 2022. The dollar decrease was primarily due to higher spend in the rapidly declining stateprior period and the Company returning to historical levels of spend in the business, includingcurrent period. The Company’s U.S. retail advertising spend as a percentage of net sales was 10% for fiscal year 2022 and 12% for fiscal year 2021, respectively.

Research and development costs, as a percentage of net sales, were essentially flat in the need for immediate, significantcurrent period as compared to the prior period. The Company continues to invest behind product innovation and ongoing price increasescost savings.

Goodwill, trademark and other critical remedial actionsasset impairments, Interest expense, Other expense (income), net, and the effective tax rate on earnings

     2022     2021
Goodwill, trademark and other asset impairments$—$329
Interest expense10699
Other expense (income), net37(72)
Effective tax rate on earnings    22.4%    20.1%

Goodwill, trademark and other asset impairments of $329 in the prior fiscal year reflect non-cash impairment charges related to address these adverse impacts. Basedgoodwill, trademarks, and other assets held by the VMS business (included within the Health and Wellness segment). See Notes to Consolidated Financial Statements for further information regarding the impairments recorded.

Interest expense was $106 and $99 in fiscal year 2022 and fiscal year 2021, respectively. The increase in the current period interest expense was primarily due to a loss on the Venezuelan government’s representations, Clorox Venezuela had expected significant price increases would be forthcoming much earlier; however,early extinguishment of debt. See Notes to Consolidated Financial Statements for further information regarding the price increases subsequently approved were insufficientloss on the early extinguishment of debt recorded.

Other expense (income), net was $37 and would have caused Clorox Venezuela($72) in fiscal year 2022 and fiscal year 2021, respectively. The variance was due to continue operating at a significant loss into the foreseeable future. As such, Clorox Venezuela was no longer financially viable and was forced to discontinue its operations.

On September 26, 2014,one-time, non-cash remeasurement gain recognized from the Company reported that Venezuelan Vice President Jorge Arreaza announced, with endorsement by President Nicolás Maduro, thatCompany’s previously held equity interest in the Venezuelan government had occupied the Santa Lucía and Guacara production facilities of Clorox Venezuela. On November 6, 2014, the Company reported that the Venezuelan government had published a resolution granting a government-sponsored Special Administrative Board full authority to restart and operate the business of Clorox Venezuela, thereby reaffirming the government’s expropriation of Clorox Venezuela’s assets. Further, President Nicolás Maduro announced the government’s intention to facilitate the resumed production of bleach and other cleaning products at Clorox Venezuela plants. He also announced his approval of a financial credit to invest in raw materials and production at the plants. These actions by the Venezuelan government were taken without the consent or involvement of Clorox Venezuela, its parent Clorox Spain S.L. (Clorox Spain) or any of their affiliates. Clorox Venezuela, Clorox Spain and their affiliates reserved their rights under all applicable laws and treaties. Since the exit of Clorox VenezuelaSaudi joint venture in the first quarter of fiscal year 2015, the Company has recognized $51 in after-tax exit costs and other related expenses within discontinued operations related to the exit of Clorox Venezuela. The Company believes it is reasonably possible that it will recognize an additional $0 to $5 in after-tax exit costs and other related expenses in discontinued operations for Clorox Venezuela, resulting in total costs of $51 to $56.

See2021 (see Notes to Consolidated Financial Statements for more information regarding discontinued operations of Clorox Venezuela.

Unrelated to Clorox Venezuela,Statements) and the loss in the fiscal year ended June 30, 2015, the Company recognized $32 of previously unrecognized tax benefits relating to other discontinued operations upon the expirationcurrent period from revaluation of the applicable statute of limitations. Recognition of these previously disclosed tax benefits had no impact on the Company’s cash flows or earnings from continuing operations for the fiscal year ended June 30, 2015.trust assets related to its nonqualified deferred compensations plans.

The effective tax rate on earnings (losses) was 22.4% and 20.1% in fiscal year 2022 and 2021, respectively. The lower tax rate in fiscal year 2021 compared to fiscal year 2022 was driven by higher excess tax benefits from stock-based compensation in the prior year.

Diluted net earnings per share

          % Change
2022
to
 2022     20212021
Diluted net EPS$    3.73$    5.58(33)%

Diluted net earnings per share (EPS) decreased by 1.85, or 33%, in fiscal year 2022, primarily due to lower gross margin and the one-time, noncash remeasurement gain recognized on the previously held equity interest in the Saudi joint venture in the prior period, partially offset by the noncash impairment charges on assets held by the VMS business in the prior period.

A-6       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Appendix A

SEGMENT RESULTS FROM CONTINUING OPERATIONS

The following presents the results from continuing operations of the Company’s reportable segments and certain unallocated costs reflected in Corporate (see Notes to Consolidated Financial Statements for a reconciliation of segment results to consolidated results):

CleaningHealth and Wellness

               % Change
2022
% Changeto
2017     2016     2015     2017
to
2016		     2016
to
2015		202220212021
Net sales$2,002$1,912$1,824    5%5%$    2,690$    2,980         (10)%
Earnings from continuing operations before income taxes5235114452  15
Earnings before income taxes300305(2)

Fiscal year 20172022 versus fiscal year 2016:2021: Volume, net sales and earnings from continuing operations before income taxes increaseddecreased by 10%9%, 5%10% and 2%, respectively, during fiscal year 2017. Both2022. The volume and net sales growthdecreases were driven primarily by higher shipments across several Clorox® branded products within Home Care, primarily Clorox® disinfecting wipes and toilet cleaning products due to expanded club distribution and increasing merchandising support, and the new product launch of ScentivaTM wipes and sprays. There were also higherlower shipments in the Professional Products mainlyportfolio due to higher COVID-19 related demand in cleaning products. These increasesthe prior period. The decrease in earnings before income taxes in the current period was primarily due to lower net sales, higher manufacturing and logistics costs and unfavorable commodity costs, partially offset by the non-cash impairment charges on assets held by the VMS business in the prior period, and lower advertising spending, selling and administrative expenses and cost savings in the current period.

Household

               % Change
2022
to
202220212021
Net sales$    1,984$    1,981

—

%
Earnings before income taxes234375           (38)

Fiscal year 2022 versus fiscal year 2021: Volume and earnings before income taxes decreased by 3% and 38%, respectively, and net sales were partially offsetflat during fiscal year 2022. The volume decrease was primarily driven by lower shipments in Laundry, primarilyGrilling due to continued category softness. Volume outpaced net sales due to unfavorable mix. The increase in earnings from continuing operations before income taxes was due to cost savings and net sales growth, partially offset by a $21 non-cash impairment charge for the Aplicare businesshigher demand in the second quarter of fiscal year 2017 (See Notes to Consolidated Financial Statements for more information)prior period and higher manufacturing and logistics costs.

B-6       THE CLOROX COMPANY- 2017 Proxy Statement

Table of Contents

Appendix B

Fiscal year 2016 versus fiscal year 2015: Volume, net sales and earningsimpacts from continuing operations before income taxes increased by 6%, 5% and 15%, respectively, during fiscal year 2016. Both volume and net sales growth were driven primarily by higher shipments across several Home Care brands, including Clorox® disinfecting wipes resulting from increased merchandising support and expanded warehouse club distribution, andpricing actions in Professional Products mainly in cleaning products. These increases were partially offset by lower shipments in Laundry, primarily due to the impact of the February 2015 price increase on Clorox® liquid bleach. Volume outpaced net sales due to unfavorable product mix.current period. The increasedecrease in earnings from continuing operations before income taxes was mainly due to net sales growth, the benefit of favorableunfavorable commodity costs strong cost savings, and the gain on the sale of the Company’s Los Angeles bleach manufacturing facility, partially offset by higher manufacturing and logistics costs and increased advertising investments.

Household

% Change
 2017     2016     2015     2017
to
2016		     2016
to
2015
Net sales$1,961$1,862$1,7945%4%
Earnings from continuing operations before income taxes419428375   (2)  14

Fiscal year 2017 versus fiscal year 2016: Volume and net sales increased by 8% and 5%, respectively, while earnings from continuing operations before income taxes decreased by 2% during fiscal year 2017. Both volume and net sales growth were driven by the acquisition of RenewLife in May 2016 and higher shipments in Cat Litter and Glad®, primarily due to increased innovation and merchandising support. These increases were partially offset by lower shipments of Charcoal. Volume outpaced net sales, primarily due to unfavorable mix. The decrease in earnings from continuing operations before income taxes was mainly due to higher manufacturing and logistics costs and higher operating expenses due to the acquisition of RenewLife, partially offset by net sales growth and cost savings.

Fiscal year 2016 versus fiscal year 2015: Volume, net sales and earnings from continuing operations before income taxes increased by 3%, 4% and 14%, respectively, during fiscal year 2016. Both volume growth and net sales growth were driven by the acquisition of the RenewLife business, higher shipments of Charcoal resulting from increased merchandising support and increased shipments across several Glad® products, including continued strength in premium trash bags. These increases were partially offset by lower shipments of Cat Litter, largely due to continuing competitive activity. Net sales growth outpaced volume growth, primarily due to favorable product mix and the benefit of price increases, partially offset by higher trade promotion spending, mainly in Bags and Wraps. The increase in earnings from continuing operations before income taxes was mainly due to net sales growth, the benefit of favorable commodity costs and strong cost savings, partially offset by higher manufacturing and logistics costs and increased advertising investments.

Lifestyle

% Change
 2017     2016     2015     2017
to
2016		     2016
to
2015
Net sales$1,000$990$9501%4%
Earnings from continuing operations before income taxes244251257    (3)    (2)

Fiscal year 2017 versus fiscal year 2016: Volume and net sales each increased by 1%, while earnings from continuing operations before income taxes decreased by 3% during fiscal year 2017. Both volume and net sales growth were primarily driven by higher shipments within Burt’s Bees® Natural Personal Care largely due to lip care. The decrease in earnings from continuing operations before income taxes was primarily due to higher manufacturing and logistics costs, partially offset by cost savingssaving efforts and net sales growth.the benefits from pricing and lower trade spending.

Lifestyle

               % Change
2022
to
202220212021
Net sales$    1,253$    1,2183%
Earnings before income taxes280320          (13)

Continues on next page►
 

THE CLOROX COMPANY- 20172022 Proxy Statement

B-7A-7

Table of Contents

Appendix A

Fiscal year 20162022 versus fiscal year 2015:2021: Volume and net sales increased by 5%2% and 4%3%, respectively, while earnings from continuing operations before income taxes decreased by 2%13% during fiscal year 2016. Both2022. The volume growth and net sales growthincreases were primarily driven by higher shipments of Burt’s Bees®Brita water-filtration products due to expanded distribution and merchandising support and Natural Personal Care largelyproducts primarily due to innovation in lip and face care and higher shipments of Hidden Valley® bottled salad dressings due to innovation. Volume growth outpaced net sales growth primarily due to increased trade promotion spending.strong consumption. The decrease in earnings from continuing operations before income taxes was primarily due to increased advertising investments to support new productsunfavorable commodity costs and increased sellinghigher manufacturing and administrative expenses to support innovation and growth,logistics costs, partially offset by net sales growth and cost savings.growth.

International

% Change
2022
% Changeto
2017     2016     2015     2017
to
2016		     2016
to
2015		     2022     2021     2021
Net sales$1,010$997$1,0871%(8)%$    1,180$    1,1622%
Earnings from continuing operations before income taxes816679  23  (16)
Earnings before income taxes97201             (52)

Fiscal year 20172022 versus fiscal year 2016:2021: Volume net sales and earnings from continuing operations before income taxes decreased by 1% and 52%, respectively, and net sales increased by 1%, 1% and 23%, respectively,2% during fiscal year 2017. Volume grew primarily2022. The variance between volume and net sales was mainly due to higher shipments, mainly in Canada, which included the benefit of the RenewLife acquisition in May 2016, and Asia,price increases, partially offset by lower shipmentsthe impact of unfavorable foreign exchange rates. The decrease in certain Latin American countries, mainly Argentina. The increase in earnings from continuing operations before income taxes was primarily due to net sales growth, namely the benefit of price increases, cost savingsone-time, noncash remeasurement gain recognized on the previously held equity interest in the Saudi joint venture recognized in the prior period and a gain from the sale of an Australian distribution facility, partially offset by inflationary pressure onunfavorable commodity costs and higher manufacturing and logistics costs, and unfavorable foreign currency exchange rates.

Fiscal year 2016 versus fiscal year 2015: Volume increased by 1%, while net sales and earnings from continuing operations before income taxes decreased by 8% and 16%, respectively, during fiscal year 2016. Volume grew primarily due to higher shipments, mainly in Canada, which included the benefit of the RenewLife acquisition, Mexico, and Europe, partially offset by lower shipmentsnet sales growth all in certain other Latin American countries largelythe current period.

Argentina

The business environment in Argentina continues to be challenging due to the impactsignificant volatility in Argentina’s currency, high inflation, economic recession, impacts of COVID-19 and temporary price increases taken to offset inflationary pressures. The decline in net sales was primarily due to unfavorable foreign currency exchange rates across multiple countries, including the impact of the significant devaluation of the Argentine peso, partially offset by the benefit of price increases. The decrease in earnings from continuing operations before income taxes was primarily due to lower net sales, unfavorable foreign currency exchange rates, inflationary pressure on manufacturing and logistics costs and higher advertising costs, offset by the benefits of price increases and cost savings.

Argentina

controls. The Company operates in Argentina through certain wholly owned subsidiaries (collectively, “Clorox Argentina”). Clorox Argentina).Argentina manufactures products at two plants that it owns and operates across Argentina.

Effective July 1, 2018, under the requirements of U.S. GAAP, Argentina was designated as a highly inflationary economy, and as a result, the U.S. dollar replaced the Argentine peso as the functional currency of the Company’s subsidiaries in Argentina. Consequently, gains and losses from non-U.S. dollar denominated monetary assets and liabilities of Clorox Argentina are recognized in Other (income) expense, net in the consolidated statement of earnings.

As of September 2019, the government of Argentina reinstated foreign exchange controls in response to further declines in the value of the Argentine peso, limiting the Company’s ability to convert Argentine pesos to U.S. dollars and transfer U.S. dollars outside of Argentina. As of June 30, 2022 and 2021, the net asset position, excluding goodwill, of Clorox Argentina was $45 and $48, respectively. Of these net assets, cash balances were approximately $15 and $11 as of June 30, 2022 and 2021, respectively. Net sales from Clorox Argentina represented approximately 3%, 3% and 4%2% of the Company’s consolidated net sales for the fiscal years ended June 30, 2017, 20162022 and 2015, respectively. The operating environment in Argentina continues to present business challenges, including continuing devaluation of Argentina’s currency and high inflation.2021.

Clorox Argentina manufactures products at three plants that it owns and operates across Argentina and markets those products to consumers throughout the country. Products are advertised nationally and sold to consumers through wholesalers and retail outlets located throughout Argentina. Sales are made primarily through the use of Clorox Argentina’s sales force. Small amounts of products produced in Argentina are exported each year, including sales to the Company’s other subsidiaries located primarily in Latin America. Clorox Argentina obtains its raw materials almost entirely from local sources. The Company also conducts research and development activities at its owned facility in Buenos Aires, Argentina. Additionally, Clorox Argentina performs marketing, legal, and various other shared service activities to support the Company’s Latin American operations. Clorox Argentina in turn benefits from shared service activities performed within other geographic locations, such as information technology support and manufacturing technical assistance.

B-8       THE CLOROX COMPANY- 2017 Proxy Statement

Table of Contents

Appendix B

The value of the Argentine peso (ARS) relative to the U.S. dollar declined 9% and 39% for the fiscal year ended June 30, 2017 and 2016, respectively. As of June 30, 2017, using the exchange rate of 16.5 ARS per U.S. dollar (USD), Clorox Argentina had total assets of $69, including cash and cash equivalents of $10, net receivables of $17, inventories of $14, net property, plant and equipment of $20 and intangible assets excluding goodwill of $3. Goodwill for Argentina is aggregated and assessed for impairment at the Latin America reporting unit level, which is part of the Company’s International reportable segment. Based on the results of the annual impairment test performed in the fourth quarter of fiscal year 2017, the fair value of the Latin America reporting unit exceeded its carrying value by more than 40% and reflected unfavorable foreign currency exchange rates across several countries and the Company’s expectations of continued challenges from the Latin America region. Although Argentina is not currently designated as a highly inflationary economy for accounting purposes, further volatility and declinesVolatility in the exchange rate areis expected in the future,to continue, which, along with competition, and changes in the retail, labor and macro-economic environment, wouldand implemented and future additional legal limitations instituted to restrict foreign exchange transactions, as well as government price controls, could have an additional adverse impact on Clorox Argentina’s liquidity, net sales, net earnings, cash flows and net monetary asset position.

The Company is closely monitoring developments in Argentina and continues to take steps intended to mitigate the adverse conditions, but there can be no assurances that these actions will be able to mitigate these conditions as they may occur.

A-8       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Appendix A

Corporate

% Change
2017     2016      2015      2017
to
2016		     2016
to
2015
Losses from continuing operations before income taxes $(234) $(273) $(235)  (14)%   16%
               % Change
2022
to
 202220212021
Losses before income taxes$    (304)$    (301)              1%

Corporate includes certain non-allocated administrative costs, interest income, interest expense and various other non-operating income and expenses. Beginning in fiscal year 2022, losses before income taxes for Corporate assets include cashexpenses related to the Company's digital capabilities and cash equivalents, prepaid expenses and other current assets, property and equipment, other investments and deferred taxes.productivity enhancements investment.

Fiscal year 20172022 versus fiscal year 2016:2021: The decrease in losses from continuing operationsLosses before income taxes was primarily drivenwere essentially flat due to increased investments in the Company’s digital capabilities and productivity enhancements, offset by lower employee incentive compensation costs and lower spending across several functions, partially offset by an increase in projected environmental costs associated with the Company’s former operations at a site in Alameda County, California in fiscal year 2017 (See Notes to Consolidated Financial Statements for more information).expenses.

Fiscal year 2016 versus fiscal year 2015: The increase in losses from continuing operations before income taxes was primarily due to higher current year benefits and performance-based employee incentive costs including the prior year change in the Company’s long-term disability plan to bring it more in line with the marketplace, absence of the prior year’s gain on the sale of real estate assets by a low-income housing partnership and increased current year information technology spending to support the Company’s initiatives. This was partially offset by lower current year interest expense primarily due to a lower weighted-average interest rate on total debt.

FINANCIAL POSITION AND LIQUIDITY

Management’s discussion and analysis of the Company’s financial position and liquidity describes its consolidated operating, investing and financing activities from continuing operations, contractual obligations and off-balance sheet arrangements.operations.

The Company’s cash position includes amounts held by foreign subsidiaries and, as a result, the repatriation of certain cash balances from some of the Company’s foreign subsidiaries could result in additional tax costs in the United States and in certain foreign jurisdictions.costs. However, these cash balances are generally available without legal restriction to fund local business operations. In addition, a portion of the Company’s cash balance is held in U.S. dollars by foreign

Continues on next page►

THE CLOROX COMPANY- 2017 Proxy Statement

B-9

Table of Contents

subsidiaries, whose functional currency is their local currency. Such U.S. dollar balances are reported on the foreign subsidiaries’ books, in their functional currency, with the impact from foreign currency exchange rate differences recorded in Other (income) expense, net.

The following table summarizes cash activities from continuing operations for the years ended June 30:

2017     2016     2015
Net cash provided by continuing operations$871 $768 $858
Net cash used for investing activities(205)(430)(106)
Net cash used for financing activities(645)(316)(696)

Operating Activities

The Company’s financial condition and liquidity remained strong as of June 30, 2017. Net2022. The following table summarizes cash provided by continuing operations was $871 in fiscal year 2017, compared with $768 in fiscal year 2016. The year-over-year increase was primarily related to higher earnings, excluding non-cash charges.activities for the years ended June 30:

     2022     2021
Net cash provided by operations$786$1,276
Net cash used for investing activities    (229)(452)
Net cash used for financing activities(689)    (1,391)

Operating Activities

Net cash provided by continuing operations decreased to $768was $786 in fiscal year 2016 from $8582022, compared with $1,276 in fiscal year 2015.2021. The year-over-year decrease reflectedwas driven by lower cash earnings and an increase in working capital, partially offset by lower tax payments and cash received from the settlement of interest rate derivative contracts in the current period. The increase in working capital was due to lower Accounts payable and accrued liabilities in the current period driven by lower spend and timing of payments, higher paymentsreceivables due to the timing of sales in the current period and increased collections in the prior year for both taxes and performance-based employee incentive compensation related to the Company’s strong 2015 fiscal year results. These factors wereperiod, partially offset by higher earnings from continuing operationsinventory builds in the prior period to improve product availability.

Continues on next page►

THE CLOROX COMPANY - 2022 Proxy Statement

A-9

Table of Contents

Appendix A

Payment Terms Extension and Supply Chain Financing

The Company initiated the extension of its payment terms with its suppliers in the second half of fiscal year 20162020 in order to improve working capital as part of and $25to fund the IGNITE strategy and in keeping with evolving market practices. The Company’s current payment terms do not exceed 120 days in keeping with industry standards. The Company’s operating cash flows are directly impacted as a result of the extension of the payment terms with the suppliers.

As part of those ongoing efforts, the Company has arranged for a global financial institution to offer a voluntary supply chain finance (SCF) program for the benefit of the Company’s suppliers. Leveraging the Company’s credit rating, the SCF program enables suppliers to directly contract with the financial institution to receive payment from the financial institution prior year payments to settle interest-rate hedges relatedthe payment terms between the Company and the supplier, by selling the Company’s payables to the financial institution. The participation in the program is at the sole discretion of the supplier and the Company has no economic interest in a supplier's decision to enter into the agreement and has no direct financial relationship with the financial institution, as it relates to the SCF program. Once a supplier elects to participate in the SCF program and reaches an agreement with the financial institution, the supplier elects which individual Company invoices to sell to the financial institution. The terms of the Company’s payment obligations are not impacted by a supplier’s participation in the program and as such, the SCF program has no direct impact on the Company’s balance sheets, cash flows or liquidity. No guarantees are provided by the Company or any of our subsidiaries under the SCF program. There would not be an expected material impact to the Company’s issuanceliquidity or capital resources if the financial institution or a supplier terminated the SCF arrangement.

All outstanding amounts related to suppliers participating in SCF are recorded within Accounts payable and accrued liabilities in the Consolidated Balance Sheets and the associated payments are included in operating activities within the Consolidated Statements of long-term debt.Cash Flows. As of June 30, 2022 and 2021, the amount due to suppliers participating in SCF and included in Accounts payable and accrued liabilities was $211 and $152, respectively. While the Company does not have direct access to information on, or influence over, which invoices a participating supplier elects to sell to the financial institution, the Company expects that the majority of these amounts have been sold to the financial institution.

Investing Activities

Net cash used for investing activities was $229 in fiscal year 2022, as compared to $452 in fiscal year 2021. The year-over-year decrease was mainly due to the acquisition of additional interest in the Company’s Saudi joint venture in the prior period and lower capital spending in the current period.

Capital expenditures were $231, $172$251 and $125, respectively,$331 in fiscal years 2017, 20162022 and 2015.2021, respectively. Capital spendingexpenditures as a percentage of net sales was 3.9%, 3.0%3.5% and 2.2%4.5% for fiscal years 2017, 20162022 and 2015,2021, respectively. The increases in fiscal year 2017 and 2016 werecurrent year-over-year decrease was due to additional investments in capital to drive cost savings and to support innovation and growth.

In January 2017, the Company sold an Australian distribution facility, previously reportedhigher spending in the International reportable segment, which resulted in $23 in cash proceeds from investing activities and a gain of $10 recorded in Other (income) expense, net,prior period on the consolidated statement of earnings for the year ended June 30, 2017.

In April 2016, the Company sold its Los Angeles bleach manufacturing facility, previously reported in the Cleaning reportable segment, which resulted in $20 in cash proceeds from investing activities and a gain of $11 recorded in Other (income) expense, net, on the consolidated statement of earnings for the year ended June 30, 2016. In September 2015, the Company sold its corporate jetcapital projects to an unrelated party for cash proceeds of $11 which had an insignificant impact on Other (income) expense, net.

In April 2015, a low-income housing partnership, in which the Company was a limited partner, sold its real estate holdings. The real property sale resulted in $15 in cash proceeds from investing activities and a net gain of $13 recorded in Other (income) expense, net, on the consolidated statement of earnings for the year ended June 30, 2015.

Acquisition

On May 2, 2016, the Company acquired RenewLife, a leading brand in digestive health. The amount paid was $290 funded through commercial paper.expand production capacity.

Free cash flow

201720162015
Net cash provided by continuing operations 871     768     858
Less: capital expenditures(231)(172)(125)
Free cash flow$640$596$733
Free cash flow as a percentage of net sales10.7%10.3%13.0%

B-10       THE CLOROX COMPANY- 2017
     2022     2021
Net cash provided by operations$786$    1,276
Less: capital expenditures    (251)(331)
Free cash flow$535$945
Free cash flow as a percentage of net sales7.5%12.9%

A-10       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Appendix BA

Financing Activities

Net cash used for financing activities was $645$689 in fiscal year 2017, as2022, compared to $316with $1,391 in fiscal year 2016. Net cash used for financing activities2021. The year-over-year decrease was higher in fiscal year 2017, mainly due to higherlower treasury stock purchases, partially offset by reduced proceeds from employee stock option exercises and net cash outflows from borrowings in fiscal year 2016the current period.

Current period financing activities include repayment of $300 of the Company’s senior notes with an annual fixed interest rate of 3.80% that became due in November 2021 and were repaid using commercial paper borrowings and repayment of $600 of the Company’s senior notes with an annual fixed interest rate of 3.05% due in September 2022 and $500 of senior notes with an annual fixed interest rate of 3.50% due in December 2024 that were redeemed prior to fundmaturity using the RenewLife acquisition in May 2016, a decline in proceeds from the May 2022 debt issuance of stock for employee stock plans and higher cash dividends paid in the current year, partially offset by a reduction in treasury stock purchases.

Net cash used for financing activities was $316 in fiscal year 2016, as compared to $696 in fiscal year 2015. Net cash used for financing activities was lower in fiscal year 2016, mainly driven by the increase in net borrowings to fund the RenewLife acquisition.$1,100.

Capital Resources and Liquidity

The Company’s current liabilities may periodically exceed current assets as a result of the Company’s debt management policies, including the Company’s use of commercial paper borrowings which fluctuates depending on the amount and timing of operating and investing cash flows and payments for shareholder transactions such as dividends. In addition, the Company’s cash generated from operations has decreased recently primarily due to higher manufacturing and logistics costs and unfavorable commodity costs. The Company continues to take actions to address some of the effects of such cost increases, which include implementing price increases, driving cost savings and optimizing the Company’s supply chain.

Global financial markets have experienced a significant increase in volatility due to heightened uncertainty over the adverse economic impact caused by the COVID-19 outbreak and other geopolitical circumstances. Notwithstanding potential unforeseen adverse market conditions and as part of the Company’s regular assessment of its cash needs, the Company believes it will have the funds necessary to meet its financing requirementssupport our short- and other fixed obligations as they become duelong-term liquidity and operating needs based on its working capital requirements,our anticipated ability to generate positive cash flows from operations in the future, investment-gradeaccess to capital markets enabled by our strong short-term and long-term credit ratings, demonstrated access to long- and short-term credit markets and current borrowing availability under credit agreements. availability.

The Company may consider other transactions that may require the issuance of additional long- and/or short-term debt or other securities to finance acquisitions, repurchase shares,stock, refinance debt or fund other activities for general business purposes. Such transactions could require funds in excess of the Company’s current cash levels and available credit lines, and the Company’s access to or cost of such additional funds could be adversely affected by any decrease in credit ratings, which were the following as of June 30:

2017201620222021
Short-term     Long-term     Short-term     Long-term     Short-term   Long-term   Short-term   Long-term
Standard and Poor’sA-2A-A-2BBB+A-2BBB+A-2A-
Moody’sP-2Baa1P-2Baa1P-2Baa1P-2Baa1

Credit Arrangements

On February 8, 2017,March 25, 2022, the Company entered into a new $1,100$1,200 revolving credit agreement (the Credit Agreement) that matures in February 2022.March 2027. The Credit Agreement replaced a prior $1,100$1,200 revolving credit agreement (the prior Credit Agreement) in place since October 2014. NoNovember 2019. The Credit Agreement also changed the interest rate benchmark used as a reference rate for certain borrowings under the Credit Agreement from the London Interbank Offered Rate (LIBOR) to the secured overnight financing rate (SOFR). The Company did not incur any termination fees or penalties were incurred in connection with entering the Company’snew Credit Agreement, which was considered a debt modification. There were no borrowings under

Continues on next page►

THE CLOROX COMPANY - 2022 Proxy Statement

A-11

Table of Contents

Appendix A

either the new Credit Agreement or the prior Credit Agreement as of June 30, 20172022 and 20162021, respectively, and the Company believes that borrowings under the new Credit Agreement are and will continue to be available for general businesscorporate purposes. The Credit Agreement includes certain restrictive covenants and limitations. The primary restrictive covenant is a minimum ratio of 4.0, calculated as total earnings before interest, taxes, depreciation and amortization and other similar non-cash asset impairment charges and certain other items (Consolidated EBITDA) to total interest expense for the trailing four quarters (Interest Coverage ratio), as defined and described in the Credit Agreement.

The following table sets forth the calculation of the Interest Coverage ratio as of June 30, 2017, using Consolidated EBITDA for the trailing four quarters, as contractually defined:

     2017
Earnings from continuing operations$703
Add back:
Interest expense88
Income tax expense330
Depreciation and amortization163
Non-cash asset impairment charges23
Less:
Interest income(4)
Consolidated EBITDA$1,303
Interest expense$88
Interest Coverage ratio14.8
 

Continues on next page►

THE CLOROX COMPANY- 2017 Proxy Statement

B-11

Table of Contents

The Company was in compliance with all restrictive covenants and limitations in the Credit Agreement as of June 30, 2017,2022, and anticipates being in compliance with all restrictive covenants for the foreseeable future. The Company continues to monitor

As of June 30, 2022, the financial markets and assess its ability to fully draw on its revolving Credit Agreement, and currently expects that any drawing on the agreement will be fully funded.

The Company maintained $29$34 of foreign and other credit lines, asof which $4 was outstanding and the remainder of $30 was available for borrowing.

As of June 30, 2017,2021, the Company maintained $35 of foreign and other credit lines, of which $5 was outstanding and the remainder of $24 was available for borrowing.

The Company maintained $28 of foreign and other credit lines as of June 30, 2016, of which $5 was outstanding and the remainder of $23$30 was available for borrowing.

Short-term Borrowings

The Company’s notes and loans payable includeprimarily consist of U.S. commercial paper issued by the parent company and a short-term loan held by a non-U.S. subsidiary.any borrowings under the Credit Agreement. These short-term borrowings have stated maturities of less than one year and provide supplemental funding for supporting operations. The level of U.S. commercial paper borrowings generally fluctuates depending upon the amount and timing of operating cash flows and payments for items such as dividends, income taxes, sharestock repurchases and pension contributions. The average balance of U.S. commercial papershort-term borrowings outstanding was $624$233 and $371$0 for the fiscal yearyears ended June 30, 20172022 and 2016,2021, respectively.

Long-term Borrowings

In October 2017, $400 ofMay 2022, the Company’sCompany issued $1,100 in senior notes, with an annual fixed interest rate of 5.95%, are due for repayment.

In November 2015, $300 of the Company’s senior notes with an annual fixed interest rate of 3.55%, became due and were repaid using commercial paper borrowings and cash on hand.

In January 2015, $575 of the Company’s senior notes with an annual fixed interest rate of 5.00%, became due and were repaid using the net proceeds from the December 2014 debt issuance and commercial paper borrowings.

In December 2014, the Company issuedincluding $500 of senior notes with an annual fixed interest rate of 3.50%. The notes4.40% payable semi-annually in May and November, final maturity in May 2029 that carry an effective interest rate of 4.10%3.89% (May 2029 senior notes), which includes the impact from the settlement of interest rate forward contracts in December 2014 (see Notes 10).May 2022, and $600 of senior notes with an annual fixed rate of 4.60%, payable semi-annually in May and November, final maturity in May 2032 that carry an effective rate of 3.25% (May 2032 senior notes), which includes the impact from the settlement of interest rate contracts in May 2022. The notes rank equally with all of the Company’s existing senior indebtedness. Proceeds from the senior notes were used to redeem prior to maturity $600 of senior notes with an annual fixed interest rate of 3.05% due in September 2022 and $500 of senior notes with an annual fixed interest rate of 3.50% due in December 2024, which were redeemed in June 2022 and for general corporate purposes. In connection with the redemption prior to maturity of the $500 of senior notes due in December 2024, the Company recorded a loss on the early extinguishment of debt of $13, which is included in Interest expense in the Consolidated Statement of Earnings, representing the difference paid in cash between the redemption price and the carrying amount of the debt extinguished of $5 and the accelerated amortization of losses on settlement of interest rate contracts and issuance costs associated with the debt extinguished of $8.

In November 2021, $300 of the Company’s senior notes with annual fixed interest rate of 3.80% became due and were repaid using commercial paper borrowings.

ShareStock Repurchases and Dividend Payments

TheAs of June 30, 2022, the Company hashad two sharestock repurchase programs: an open-market purchase program with an authorized aggregate purchase amount of up to $750, all$2,000, which has no expiration date and was authorized by the Board of which was available for share repurchases as of both June 30, 2017 and 2016,Directors in May 2018, and a program to offset the anticipated impact of share dilution related to share-basedstock-based awards (the Evergreen Program), which has no authorization

A-12       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Appendix A

limit as toon the dollar amount or timing of repurchases. There wereand no share repurchases underexpiration date. During the open-market purchase program during the fiscal yearstwelve months ended June 30, 2017, 20162022 and 2015.2021, the Company purchased 152 thousand and 4,758 thousand shares of common stock at a cost of $25 and $905, respectively.

Share repurchases under the Evergreen ProgramDividends per share and total dividends paid to Clorox stockholders were as follows during the fiscal years ended June 30:

201720162015
 AmountShares
(000)		AmountShares
(000)		AmountShares
(000)
Evergreen Program     $189     1,505      $254     2,151      $434     4,016
     2022   2021
Dividends per share declared$     3.48$     4.49
Dividends per share paid4.644.44
Total dividends paid571558

DividendsOn July 12, 2022, the Company declared a 2% increase in the quarterly dividend, from $1.16 to $1.18 per share, and total dividends paid werepayable on August 12, 2022 to common stockholders of record as follows duringof the fiscal years endedclose of business on July 27, 2022.

On June 30:

     2017     2016     2015
Dividends per share declared$3.24$3.11$2.99
Dividends per share paid3.203.082.96
Total dividends paid412398385

B-12       THE CLOROX COMPANY- 2017 Proxy Statement

Table2, 2021, the Company declared a 5% increase in the quarterly dividend, from $1.11 to $1.16 per share, payable on August 13, 2021 to common stockholders of Contents

Appendix Brecord as of the close of business on July 28, 2021.

Contractual ObligationsMaterial Cash Requirements

The Company had contractual obligationsfollowing table summarizes the Company’s current and long-term material cash requirements as of June 30, 2017, payable or maturing in the following fiscal years:2022, which we intend to fund primarily with operating cash flows:

     2018     2019     2020     2021     2022     Thereafter     Total  
Long-term debt maturities including interest payments$460$48$48$48$342     $1,153$2,099
Notes and loans payable404—————404
Purchase obligations(1)1587036201321318
Capital leases21————3
Operating leases5246413732137345
Payments related to nonqualified retirement income and retirement health care plans(2)181616141472150
Venture agreement terminal obligation(3)—————458458
Total$1,094$181$141$119$401$1,841$3,777
 
     2023   2024   2025   2026   2027   Thereafter   Total
Long-term debt maturities including
interest payments		$     90$     90$     90$     90$     90$     2,737$     3,187
Notes and loans payable2651111—269
Purchase obligations (1)18612773351223456
Operating and finance leases8783705746103446
Payments related to nonqualified
retirement income and retirement health
care plans (2)		151514151462135
Venture Agreement terminal obligation (3)———635——635
Total$643$316$248$833$163$2,925$5,128
(1)Purchase obligations are defined as purchase agreements that are enforceable and legally binding and that contain specified or determinable significant terms, including quantity, price and the approximate timing of the transaction. For purchase obligations subject to variable price and/or quantity provisions, an estimate of the price and/or quantity has been made. Examples of the Company’s purchase obligations include contracts to purchase raw materials, commitments to contract manufacturers, commitments for information technology and related services, advertising contracts, capital expenditure agreements, software acquisition and license commitments and service contracts. The raw material contracts included above are entered into during the regular course of business based on expectations of future purchases. Many of these raw material contracts are flexible to allow for changes in the Company’s business and related requirements. If such changes were to occur, the Company believes its exposure could differ from the amounts listed above. Any amounts reflected in the consolidated balance sheets as Accounts payable and accrued liabilities are excluded from the table above, as they are short-term in nature and expected to be paid within one year.

(2)

These amounts represent expected payments through 2027.2032. Based on the accounting rules for nonqualified retirement income and retirement health care plans, the liabilities reflected in the Company’s consolidated balance sheets differ from these expected future payments (see Notes to Consolidated Financial Statements).

(3)

The Company has a venture agreement with The Procter & Gamble Company (P&G) for the Company’s Glad® bags and wraps and containers business.business (the Venture Agreement). As of June 30, 2017,2022, P&G had a 20% interest in the venture. The agreement with P&G will expire in January 2023, unless the parties agree, on or prior to January 2018, to extend the term of the agreement for another 10 years or agree to take some other relevant action. Upon termination of the agreement in January 2026, the Company is required to purchase P&G’s 20% interest for cash at fair value as established by predetermined valuation procedures. As of June 30, 2017, the estimated fair value of P&G’s interest was $458, of which $317 has been recognized and is reflected in Other liabilities in the Company’s June 30, 2017 Consolidated Balance Sheet. The difference between the estimated fair value and the amount recognized, and any future changes in the fair value of P&G’s interest, is charged to Cost of products sold in accordance with the effective interest method over the remaining life of the agreement. The estimated fair value of P&G’s interest may increase or decrease up until any such purchase by the Company of P&G’s interest. The key estimates and factors used to arrive at the estimated fair value include, but are not limited to, commodity prices, revenue and expense growth rates and the rate at which future cash flows are discounted (discount rate). If the discount rate as of June 30, 2017 were to increase or decrease by 100 basis points, the estimated fair value of P&G’s interest would decrease by approximately $40 or increase by approximately $50, respectively. Such changes would affect the amount of future charges to Cost of products sold. Refer to the Notes to Consolidated Financial Statements for further details.

Continues on next page►

Off-Balance Sheet Arrangements

In conjunction with divestitures and other transactions, the Company may provide typical indemnifications (e.g., indemnifications for representations and warranties and retention of previously existing environmental, tax and employee liabilities) that have terms that vary in duration and in the potential amount of the total obligation and, in many circumstances, are not explicitly defined. The Company has not made, nor does it believe that it is probable that it will make, any payments relating to its indemnifications, and believes that any reasonably possible payments would not have a material adverse effect, individually or in the aggregate, on the Company’s consolidated financial statements.

The Company had not recorded any liabilities on the aforementioned indemnifications as of June 30, 2017 and 2016.

The Company was a party to letters of credit of $10 as of both June 30, 2017 and 2016, primarily related to one of its insurance carriers, of which $0 had been drawn upon.

THE CLOROX COMPANY- 20172022 Proxy Statement

B-13A-13

Table of Contents

Appendix A

As announced in fiscal year 2021 and with investments beginning in fiscal year 2022, Clorox plans to invest approximately $500 million over a five year period in its digital capabilities and for productivity enhancements. The above table includes contracted spend related to these investments within Purchase obligations, which are expected to be funded through cash generated from operations.

CONTINGENCIES

A summary of contingencies is contained in the Notes to Consolidated Financial Statements.Statements and is incorporated herein by reference.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a multinational company, the Company is exposed to the impact of foreign currency fluctuations, changes in commodity prices, foreign currency fluctuations, interest-rate risk and other types of market risk.

In the normal course of business, where available at a reasonable cost, the Company manages its exposure to market risk using contractual agreements and a variety of derivative instruments. The Company’s objective in managing its exposure to market risk is to limit the impact of fluctuations on earnings and cash flow through the use of derivative instruments, including over-the-counter swaps, forward purchasespurchase contracts and exchange-traded futures contracts. DerivativeOver-the-counter derivative contracts are entered into for non-trading purposes with major credit-worthy institutions, thereby decreasing the risk of credit loss.

The Company uses different methodologies, when necessary, to estimate the fair value of its derivative contracts. The estimated fair values of the majority of the Company’s contracts are based on quoted market prices, traded exchangeexchange-traded market prices or broker price quotations, and represent the estimated amounts that the Company would pay or receive to terminate the contracts.

See Notes to Consolidated Financial Statements for further discussion of derivatives and hedging policies and fair value measurements.

Sensitivity Analysis for Derivative Contracts

For fiscal years 20172022 and 2016,2021, the Company’s exposure to market risk was estimated using sensitivity analyses, which illustrateillustrates the change in the fair value of a derivative financial instrument assuming hypothetical changes in commodity prices, foreign exchange rates commodity prices or interest rates. The results of the sensitivity analyses for commodity, foreign currency derivative contracts, commodity derivative contracts and interest rate derivative contracts are summarized below. Actual changes in commodity prices, foreign exchange rates commodity prices or interest rates may differ from the hypothetical changes, and any changes in the fair value of the contracts, real or hypothetical, would be partly to fully offset by an inverse change in the value of the underlying hedged items.

The changes in the fair value of derivatives are recorded as either assets or liabilities in the consolidated balance sheets with an offset to netNet earnings or Other comprehensive (loss) income, (loss), depending on whether or not, for accounting purposes, the derivative is designated and qualified as an accounting hedge. For those derivative instruments designated and qualifying as hedging instruments, the Company must designate the hedging instrument either as a fair value hedge or as a cash flow hedge. The Company designates its commodity forwardswaps and futurefutures contracts for forecasted purchases of raw materials, interest rate forward contracts for forecasted interest payments and foreign currency forward contracts for forecasted purchases of inventory, and interest rate contracts for forecasted interest payments as cash flow hedges. During the fiscal years ended June 30, 2017, 20162022 and 2015,2021, the Company had no hedging instruments designated as fair value hedges. In the event the Company has contracts not designated as hedges for accounting purposes, the Company recognizes the changes in the fair value of these contracts in the consolidated statement of earnings.

A-14       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Appendix A

Commodity Price Risk

The Company is exposed to changes in the price of commodities used as raw materials in the manufacturing of its products. The Company uses various strategies, where available at a reasonable cost to manage cost exposures on certain raw material purchases with the objective of obtaining more predictable costs for these commodities, including long-term commodity purchase contracts and commodity derivative contracts, where available at a reasonable cost.contracts. During fiscal years 20172022 and 2016,2021, the Company’s raw materials exposures pertaining toCompany had derivative contracts existed withrelated to raw material exposures for soybean oil used for the Food business and jet fuel used for the charcoal business and soybean oil used for the foodGrilling business.

Based on a hypothetical decrease or increase of 10% in these commodity prices as of June 30, 2017,2022, and June 30, 2016,2021, the estimated fair value of the Company’s then-existing commodity derivative contracts would decrease or increase by $3 for both fiscal years,and $4, respectively, with the corresponding impact included in Accumulated otherOther comprehensive income (loss).

B-14       THE CLOROX COMPANY- 2017 Proxy Statement

Table of Contents

Appendix B income.

Foreign Currency Risk

The Company seeks to minimize the impact of certain foreign currency fluctuations by hedging transactional exposures related to inventory purchases with foreign currency forward contracts. Based on a hypothetical decrease of 10% in the value of the U.S. dollar as of June 30, 20172022 and June 30, 2016,2021, the estimated fair value of the Company’s then-existing foreign currency derivative contracts would decrease by $6$3 and $9,$8, respectively, with the corresponding impact included in Accumulated otherOther comprehensive income (loss). income. Based on a hypothetical increase of 10% in the value of the U.S. dollar as of June 30, 20172022 and June 30, 2016,2021, the estimated fair value of the Company’s then-existing foreign currency derivative contracts would increase by $5$3 and $7, respectively, with the corresponding impact included in Accumulated other comprehensive income (loss).$6, respectively.

Interest Rate Risk

The Company iscan be exposed to interest rate volatility with regard to existing short-term borrowings, primarilyusing commercial paper andor under the Credit Agreement, in addition to potential changes in interest rates relating to anticipated future issuances of long-term debt. Weighted average interest rates for short-term borrowings using commercial paper borrowings have been less than 1%were 0.48% during fiscal years 2017 and 2016.year 2022. The Company had no material exposure to interest rate volatility through any short-term borrowing arrangements during fiscal year 2021. Assuming average variable rate debtcommercial paper borrowing levels during fiscal years 2017 and 2016,year 2022, a 100 basis point increase in interest rates would increase interest expense from commercial paper by approximately $6 and $4, respectively. Assuming average variable rate debt levels in fiscal years 2017 and 2016,or a decrease in interest rates to zero percent would increase or decrease interest expense from commercial papershort-term borrowings by $6approximately $2 and $3,$1, respectively.

The Company iscan also be exposed to interest rate volatility with regard to anticipated future issuances of debt. Primary exposures includeThe Company utilizes interest rate contracts to manage our exposure to interest rate volatility related to movements in U.S. Treasury and swap rates. The Company usedIn May 2022, the Company’s interest rate forward contracts to reduce interest rate volatility on fixed rate long-term debt during fiscal year 2015, but had no interest rate forward contract positions during fiscal year 2017 and 2016, and no outstanding contractswere settled upon issuance of $1,100 in senior notes. Therefore, as of June 30, 2017 and 2016.2022, the Company had no outstanding interest rate contracts. Based on a hypothetical increase or decrease of 100 basis points to relevant interest rates as of June 30, 2021, the estimated fair value of the Company’s existing interest rate contracts would have increased or decreased by $27 during fiscal year 2021, with the corresponding impact recorded in Other comprehensive (loss) income.

RECENTLY ISSUED ACCOUNTING STANDARDS

A summary of all recently issued accounting standards is contained in Note 1 of the Notes to Consolidated Financial Statements.

Continues on next page►

THE CLOROX COMPANY - 2022 Proxy Statement

A-15

Table of Contents

Appendix A

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The methods, estimates and judgments the Company uses in applying its most critical accounting policies have a significant impact on the results the Company reports in its consolidated financial statements. Specific areas requiring the application of management’s estimates and judgments include, among others, assumptions pertaining to accruals for consumer and trade-promotion programs, stock-based compensation, retirement income plans, future cash flows associated with impairment testing of goodwill and other long-lived assets, credit worthiness of customers, uncertain tax positions, tax valuation allowances and legal, environmental and insurance matters. Accordingly, a different financial presentation could result depending on the judgments, estimates or assumptions that are used. The most critical accounting policies and estimates are those that are most important to the portrayal of the Company’s financial condition and results, and require the Company to make the most difficult and subjective judgments, often estimating the outcome of future events that are inherently uncertain. The Company’s most critical accounting policies and estimates are related to: revenue recognition; valuation of goodwill and intangible assets; employee benefits, including estimates related to stock-based compensation and retirement income plans; and income taxes.

●Revenue recognition;
●The valuation of goodwill and other intangible assets;
●Income taxes; and
●The Venture Agreement terminal obligation.

The Company’s critical accounting policies and estimates have been reviewed with the Audit Committee of the Board of Directors. A summary of the Company’s significant accounting policies and estimates is contained in Note 1 of Notes to Consolidated Financial Statements.

Revenue Recognition

The Company routinely commitsCompany’s revenue is primarily generated from the sale of finished products to customers. This revenue is reported net of certain variable consideration provided to customers, generally in the form of one-time orand ongoing trade-promotion programs. These trade-promotion programs with customers. Programs include shelf-priceshelf price reductions, end-of-aisle or in-store displays ofmerchandising, consumer coupons and other trade-related activities. Amounts accrued for trade-promotions are based on various factors such as contractual terms and sales volumes, and also incorporate estimates that include customer participation rates, the rate at which customers will achieve program performance criteria, product availability and historical consumer redemption rates. The actual amounts remitted to customers for these activities may differ from the Company’s products and graphics and other trade-promotion activities conducted by the customer. Costs related to these programs are recorded as a reduction of sales. The Company’s trade promotion accruals are primarily based on estimated volume and incorporate historical sales and spending trends by customer and category. The determination of these estimated accruals requires judgment and may change in the future as a result of changes in customer promotion participation, particularly for new programs and for

Continues on next page►

THE CLOROX COMPANY- 2017 Proxy Statement

B-15

Table of Contents

programs related to the introduction of new products. Final determination of the total cost of a promotion is dependent upon customers providing information about proof of performance and other information related to the promotional event. This process of analyzing and settling trade-promotion programs with customers could impact the Company’s results of operations and trade promotion accrualsestimates, depending on how actual results of the programs compare to originalthe estimates. If the Company’s trade promotion accrual estimates as of June 30, 20172022 were to differincrease or decrease by 10%, the impact on net sales would be approximately $11.$19.

Goodwill and Other Intangible Assets

The Company tests its goodwill and other indefinite-lived intangible assets for impairment annually in the fiscal fourth quarter unless there are indications during a different interim period that these assets may have become impaired.

Goodwill

Consistent withFor fiscal year 2016,2022, the Company’s reporting units for goodwill impairment testing purposes arewere its domestic Strategic Business Units (SBUs), Canada, Latin America and AMEA (Asia, Middle East, Europe and Australia, New Zealand, and South Africa).individual SBUs. These reporting units, which are components ofalso the Company’s business that are either operating segments, or oneare the level below an operating segment and forat which discrete financial information is available that isand reviewed by the managersmanager of the respective operating segments. No instances of impairment were identified during the fiscal year 2017 annual impairment review. All of the Company’s reporting units had fair values that exceeded recorded values. However, future changes in the judgments, assumptionsThe respective operating segment managers, who have responsibility for operating decisions, allocating resources and estimatesassessing performance within their respective segments, do not review financial information for components that are used inbelow the impairment testing for goodwill and indefinite-lived intangible assets as described below could result in significantly different estimates of the fair values.operating segment level.

In its evaluation of goodwill impairment, the Company has the option to first assess qualitative factors such as the maturity and stability of the reporting unit, the magnitude of the excess fair value over the carrying value from thea prior year’speriod’s impairment testing, other reporting unit operating results, micro and macroeconomic factors, as well as new events and circumstances impacting the operations at the reporting unit level. If the result of a qualitative test indicates a potential for impairment, a quantitative test is performed. The In the

A-16       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Appendix A

quantitative test, is a two-step process. In the first step, the Company compares the estimated fair value of each reporting unit to its carrying value. In all instances, the estimated fair value exceeded the carrying value of the reporting unit. If the estimated fair value of any reporting unit beenis less than its carrying value, the Company would have performed a second step to determine the implied fair value of the reporting unit’s goodwill. If the carrying amount of a reporting unit’s goodwill had exceeded its implied fair value, an impairment charge would have beenis recorded for the difference between the carrying amountvalue and the implied fair value of the reporting unit’s goodwill.unit.

To determineDetermining the fair value of a reporting unit as part of its quantitative test, therequires significant judgments, assumptions and estimates by management which are subject to uncertainty. The Company uses a discounted cash flow (DCF) method under the income approach for its quantitative test, as it believes that this approach is the most reliable indicator of the fair value of its businesses and the fair value of their future earnings and cash flows. Under this approach, the Company estimates the future cash flows of each reporting unit and discounts these cash flows at a rate of return that reflects their relative risk. The cash flows used in the DCF method are consistent with those the Company uses in its internal planning, which gives consideration to actual business trends experienced and the long-term business strategy. The other key estimates and factors used in the DCF method include, but are not limited to, future volumes, net sales and expense growth rates, changes in working capital,commodity prices, foreign exchange rates, inflation and a perpetuityterminal growth rate. ChangesFuture changes in suchthe judgments, assumptions and estimates that are used in the impairment testing for goodwill could result in significantly different estimates of the fair values and future impairment charges.

During the third quarter of fiscal year 2021, as a result of lower than expected actual and projected net sales growth and operating performance for the VMS reporting unit, a strategic review was initiated by management that resulted in updated financial and operational plans. These events were considered a triggering event requiring interim impairment assessments to be performed on the VMS reporting unit, indefinite-lived trademarks and other assets. Based on the outcome of these assessments, a $228 goodwill impairment charge was recorded during the third quarter of fiscal year 2021. The results of the fiscal year 2022 annual impairment review indicated that the VMS reporting unit has a heightened risk of future impairments if any assumptions, estimates or market factors unfavorably change in the applicationfuture. For perspective, if the discount rate as of alternative assumptions could produce different results.June 30, 2022 were to increase by 100 basis points, the change to the estimated fair value of the VMS reporting unit would have resulted in impairment charges of approximately $10. No triggering events or impairments for goodwill related to the VMS reporting unit were identified during fiscal year 2022. The VMS reporting unit had goodwill of $306 as of June 30, 2022. The Company is closely monitoring any events, circumstances or changes in this business that might imply a further reduction in the estimated fair value and may lead to additional goodwill impairment.

Except for the VMS reporting unit discussed above, no heightened risk of impairment of reporting units was identified. No impairments were identified in fiscal year 2022 as a result of the Company’s impairment review performed annually during the fourth quarter or during any other quarters of fiscal year 2022.

Trademarks and Other Indefinite-Lived Intangible Assets

For trademarks and other intangible assets with indefinite lives, the Company performshas the option to first assess qualitative factors, such as the maturity and stability of the trademark or other intangible asset, the magnitude of the excess fair value over carrying value from a prior period’s impairment testing, other specific operating results, as well as new events and circumstances impacting the significant inputs used to determine the fair value of the intangible asset. If the result of a qualitative test indicates that it is more likely than not that the asset is impaired, a quantitative analysis to test for impairment.is performed. When a quantitative test is performed, the estimated fair value of an asset is compared to its carrying amount.value. If the carrying amountvalue of such asset exceeds its estimated fair value, an impairment charge is recorded for the difference between the carrying amountvalue and the estimated fair value. The Company uses a DCF method under the relief from royalty income approach to estimate the fair value of its trademarks and other intangible assets with indefinite lives. This approach requires significant judgments in determining boththe royalty rates and the assets’ estimated cash flows, including consideration of related net sales growth rates, as well as the appropriate discount and foreign exchange rates applied to those cash flows to determine fair value. ChangesFuture changes in such estimates or the use of alternative assumptions could produceresult in significantly different results.estimates of the fair values.

B-16       THE CLOROX COMPANY- 2017
Continues on next page►

THE CLOROX COMPANY - 2022 Proxy Statement

A-17

Table of Contents

Appendix BA

During the secondthird quarter of fiscal year 2017,2021, as a result of the Company recognized $2interim impairment assessments performed on various VMS assets, an $86 impairment charge to indefinite-lived trademarks was recorded.

No heightened risk of intangible asset impairment charges related to trademarks within the International reportable segment. No significantor impairments were identified in fiscal year 2022 as a result of the Company’s impairment review performed annually during the fourth quarter annual impairment review.or during any other quarters of fiscal year 2022.

Finite-Lived Intangible Assets

Finite-lived intangible assets are reviewed for possible impairment whenever events or changes in circumstances occur that indicate that the carrying amountvalue of an asset (or asset group) may not be recoverable. The Company’s impairment review requires significant judgment by management, judgment, including estimating the future success of product lines, future sales volumes, revenue and expense growth rates, alternative uses for the assets and estimated proceeds from the disposal of the assets. The Company reviews business plans for possible impairment indicators. Impairment occurs whenThe risk of impairment is initially assessed based on an estimate of the carrying amount ofundiscounted cash flows at the lowest level for which identifiable cash flows exist. The asset (or asset group) is not recoverable when the carrying value of the asset exceeds itsthe estimated future undiscounted cash flows andgenerated by the impairment is viewed as other than temporary.asset. When impairment is indicated, an impairment charge is recorded for the difference between the asset’s (or asset group’s) carrying value and its estimated fair value. Depending on the asset, estimated fair value may be determined either by use of a DCF modelmethod or, if available, by reference to estimated selling values of assets in similar condition. TheThese approaches require significant judgments in determining the assumptions utilized in the DCF or the selection of comparable assets, as applicable. Future changes in such estimates or the use of alternative assumptions could result in significantly different assumptions would increase or decrease the estimated fair value of assets and would increase or decrease any impairment measurement.

Employee Benefits

The Company’s critical accounting policies and estimates in this area relate to its stock-based compensation and retirement income programs.

Stock-based Compensation

The Company grants various nonqualified stock-based compensation awards to eligible employees, including stock options, performance units and restricted stock. The Company estimates the fair value of each stock option award on the date of grant using the Black-Scholes valuation model, which requires management to make estimates regarding expected option life, stock price volatility and other assumptions. The use of different assumptions in the Black-Scholes valuation model could lead to a different estimate of the fair valuevalues.

During the third quarter of each stock option. The expected volatility is based on implied volatility from publicly traded options on the Company’s stock at the date of grant, historical implied volatilityfiscal year 2021, as a result of the Company’s publicly traded options andinterim impairment assessments performed on various VMS assets, a $14 impairment charge to finite-lived intangible assets was recorded. Additionally during the fourth quarter of fiscal year 2021, an impairment charge of $14 was recorded related to other factors. If the Company’s assumptionintangible assets with finite lives that were no longer expected to be recoverable due to a pending exit from a Professional Products SBU supplier relationship.

No significant impairments for the volatility ratefinite-lived intangible assets were increased by 100 basis points, the fair value of options grantedidentified in fiscal year 2017 would have increased by $1. The expected life of the stock options is based on observed historical exercise patterns. If the Company’s assumption for the expected life were to increase by one year, the fair value of options granted in fiscal year 2017 would increase by less than $1.

The Company’s performance unit grants provide for the issuance of common stock to certain managerial staff and executive management if the Company achieves specified performance targets. The total amount of compensation expense recognized reflects estimated forfeiture rates and management’s assessment of the probability that performance goals will be achieved. A cumulative adjustment is recognized to compensation expense in the current period to reflect any changes in the probability of achievement of performance goals.

Retirement Income Plans

The Company has various retirement income plans for eligible domestic and international employees. The determination of net periodic benefit cost is based on actuarial assumptions including a discount rate to reflect the time value of money, the long-term rate of return on plan assets, employee compensation rates and demographic assumptions to determine the probability and timing of benefit payments. The selection of assumptions is based on historical trends and known economic and market conditions at the time of valuation. The expected long-term rate of return assumption is based on an analysis of current market and normative returns for each asset class in proportion to the fund’s current asset allocation. The actual net periodic benefit cost could differ from the expected results because actuarial assumptions and estimates are used. In the calculation of net periodic benefit cost related to the domestic qualified retirement income plan for 2017, the Company used a beginning-of-year discount rate assumption of 3.4% and a long-term rate of return on domestic plan assets assumption of 4.7%. The use of a different discount rate or long-term rate of return on domestic plan assets can significantly impact the domestic net periodic benefit cost. For example, as of June 30, 2017,

Continues on next page►

THE CLOROX COMPANY- 2017 Proxy Statement

B-17

Table of Contents

a decrease of 100 basis points in the discount rate would increase the domestic retirement income plans’ liabilities by approximately $55, and decrease fiscal year 2017 domestic pension plans’ expense by $2. A 100 basis point decrease in the long-term rate of return on domestic plan assets would increase fiscal year 2017 domestic net periodic benefit cost by $4. Different assumptions are used in the determination of net periodic benefit cost related to plans for eligible international employees, as appropriate. See Notes to Consolidated Financial Statements for further discussion of the Company’s retirement income plan obligations.2022.

Income Taxes

The Company’s effective tax rate is based on income by tax jurisdiction, statutory tax rates and tax planning opportunities available to the Company in the various jurisdictions in which the Company operates. Significant judgment is required in determining the Company’s effective tax rate and in evaluating its tax positions.

The Company maintains valuation allowances when it is likely that all or a portion of a deferred tax asset will not be realized. Changes in valuation allowances from period to period are included in the Company’s income tax provision in the period of change. In determining whether a valuation allowance is warranted, the Company takes into account suchmany factors, as prior earnings history, expectedincluding the specific tax jurisdiction, both historical and projected future earnings, unsettled circumstances that, if unfavorably resolved, would adversely affect the utilization of a deferred tax asset, statutory carry-backcarryback and carry-forwardcarryforward periods and tax strategiesplanning strategies. Many of the judgments made in adjusting valuation allowances involve assumptions and estimates that could potentially enhance the likelihood of realization of a deferred tax asset.are highly subjective. Valuation allowances maintained by the Company relate mostly to deferred tax assets arising from the Company’s currently anticipated inability to use net operating losses and tax credits in certain foreign countries.

In addition to valuation allowances, the Company provides forestablishes uncertain tax positions when such tax positions do not meet certain recognition thresholds or measurement standards.standards as defined by generally accepted accounting principles. These uncertain tax positions are adjusted as a result of changes in factors such as tax legislation, interpretations of laws by courts, rulings by tax authorities, new audit developments, changes in estimates and the expiration of the statute of limitations. Amounts

A-18       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Appendix A

for uncertain tax positions are adjusted in quarters when new information becomes available or when positions are effectively settled.

As Many of June 30, 2017, the liability recorded forjudgments made in adjusting uncertain tax positions excluding associated interestinvolve assumptions and penalties, was approximately $40. Sinceestimates regarding audit outcomes and the timing of audit settlements, which are often uncertain and subject to significant uncertainty, liabilitieschange.

Venture Agreement Terminal Obligation

The Company has a Venture Agreement with P&G for uncertain tax positions are excluded from the contractual obligations table (seeCompany’s Glad bags and wraps business. As of June 30, 2022 and June 30, 2021, P&G had a 20% interest in the venture. Upon termination of the agreement, currently set for January 2026, unless the parties agree to a further extension, the Company is required to purchase P&G’s 20% interest for cash at fair value as established by predetermined valuation procedures. The Company’s obligation to purchase P&G’s interest is reflected in Other liabilities. The difference between the estimated fair value and the amount recognized, and any future changes in the fair value of P&G’s interest, is charged to Cost of products sold in accordance with the effective interest method over the remaining life of the agreement. See Notes to Consolidated Financial Statements).Statements for additional information on the Venture Agreement.

United StatesThe estimated fair value of P&G’s interest may increase or decrease up until any such purchase by the Company of P&G’s interest. The Company uses the DCF method under the income taxesapproach to estimate the fair value of P&G’s interest. Under this approach, the Company estimates the future cash flows and foreign withholding taxesdiscounts these cash flows at a rate of return that reflects its risk. The cash flows used are consistent with those the Company uses in its internal planning, which gives consideration to actual business trends experienced and the long-term business strategy. The other key assumptions and estimates used include, but are not provided whenlimited to, net sales and expense growth rates, commodity prices, foreign earningsexchange rates, discount rates, inflation and terminal growth rates. Fair value determination requires significant judgment, assumptions and market factors which are indefinitely reinvested. The Company determines whether its foreign subsidiaries will invest their undistributed earnings indefinitelyuncertain and reassesses this determination on a quarterly basis. A changesubject to the Company’s determination may be warranted based on the Company’s experience as well as plans regarding future international operations and expected remittances.change. Changes in the Company’s determinationjudgments, assumptions and market factors used could result in significantly different estimates of fair value. For perspective, if the discount rate as of June 30, 2022 were to increase or decrease by 100 basis points, the estimated fair value of P&G’s interest would likely require an adjustmentdecrease by approximately $75 or increase by approximately $98, respectively. Such changes would affect the amount of future charges to the income tax provision in the quarter in which the determination is made.Cost of products sold.

SUMMARY OF NON-GAAP FINANCIAL MEASURES

The non-GAAP financial measures that may be included in this MD&A and Exhibit 99.399.2 and the reasons management believes they are useful to investors are described below. These measures should be considered supplemental in nature and are not intended to be a substitute for the related financial information prepared in accordance with U.S. GAAP. In addition, these measures may not be the same as similarly named measures presented by other companies.

Free cash flowis calculated as net cash provided by continuing operations less capital expenditures related to continuing operations.expenditures. The Company’s management uses this measure andfree cash flow as a percentage of net salesto help assess the cash generation ability of the business and funds available for investing activities, such as acquisitions, investing in the business to drive growth, and financing activities, including debt payments, dividend payments and sharestock repurchases. Free cash flow does not represent cash available only for discretionary expenditures, since the Company has mandatory debt service requirements and other contractual and non-discretionary expenditures. Refer to “Free cash flow” and “Free cash flow as a percentage of net sales” above for a reconciliation of these non-GAAP measures.

The Company uses the termConsolidated EBITDAEBIT because it is a term used in its revolving credit agreement. As defined in the credit agreement, Consolidated EBITDA represents earnings from continuing operations before interest, taxes, depreciation and amortization and non-cash asset impairment charges.Interest Coverage ratio is the ratio of Consolidated EBITDA to interest expense. The Company’s management believes disclosure of Consolidated EBITDA

B-18       THE CLOROX COMPANY- 2017 Proxy Statement

Table of Contents

Appendix B

provides useful information to investors because it is used in the primary restrictive covenant in the Company’s credit agreement. For additional discussion of the Interest Coverage ratio, see "Financial Position and Liquidity – Financing Activities – Credit Arrangements" above.

EBIT represents earnings from continuing operations before income taxes, interest income and interest expense.EBIT marginis the ratio of EBIT to net sales. The Company’s management believes these measures provide useful additional information to investors to enhance their understanding about trends in the Company’s operations and are useful for period-over-period comparisons.

Continues on next page►

THE CLOROX COMPANY - 2022 Proxy Statement

A-19

Table of Contents

Appendix A

Economic profit (EP)is defined by the Company as earnings from continuing operations before income taxes, excluding non-cashcertain U.S. GAAP restructuringitems (such as asset impairments, charges related to digital capabilities and intangible asset impairment charges,productivity enhancements investment, significant losses/(gains) related to acquisitions and other non-recurring or unusual items) and interest expense; less income taxes (calculated utilizingbased on the Company’s effective tax rate)rate excluding the identified U.S. GAAP items), and less after tax profit attributable to noncontrolling interests, and less a capital charge (calculated as average capital employed multiplied by a cost of capital percentage rate). EP is a key financial metric that the Company’s management uses to evaluate business performance and allocate resources, and is a component in determining employee incentive compensation. The Company’s management believes EP provides additional perspective to investors about financial returns generated by the business and represents profit generated over and above the cost of capital used by the business to generate that profit. Refer to Exhibit 99.399.2 for a reconciliation of EP to earnings from continuing operations before income taxes.

Organic sales growth / (decrease) is defined as net sales growth excluding the effect of foreign exchange rate changes and any acquisitions and divestitures. Management believes that the presentation of organic sales growth / (decrease) is useful to investors because it excludes sales from any acquisitions and divestitures, which results in a comparison of sales only from the businesses that the Company was operating and expects to continue to operate throughout the relevant periods, and the Company’s estimate of the impact of foreign exchange rate changes, which are difficult to predict, and out of the control of the Company and management.

The following table provides a reconciliation of organic sales growth / (decrease) (non-GAAP) to net sales growth / (decrease) (GAAP), the most comparable GAAP measure:

Twelve Months Ended June 30, 2022
Percentage change versus the year-ago period
Health
and
Wellness		Household LifestyleInternationalTotal
Net sales growth / (decrease) (GAAP)           (10)%             —%     3%     2%     (3)%
Add: Foreign Exchange——      —41
Add/(Subtract): Divestitures/Acquisitions———             ——
Organic sales growth / (decrease) (non-GAAP)(10)%—%3%6%(2)%

CAUTIONARY STATEMENT

This Annual Report on Form 10-K (this Report), including the exhibits hereto and the information incorporated by reference herein, contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, among others, statements related to the expected or potential impact of the novel coronavirus (COVID-19) pandemic, and the related responses of governments, consumers, customers, suppliers, employees and the Company, on our business, operations, employees, financial condition and results of operations, and any such forward-looking statements, whether concerning the COVID-19 pandemic or otherwise, involve risks, assumptions and uncertainties. Except for historical information, statements about future volume,volumes, sales, organic sales growth, foreign currencies, costs, cost savings, margins, earnings, earnings per share, diluted earnings per share, foreign currency exchange rates, tax rates, cash flows, plans, objectives, expectations, growth or profitability are forward-looking statements based on management’s estimates, beliefs, assumptions and projections. Words such as “could,” “may,” “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “predicts”“will,” “predicts,” and variations on such words, and similar expressions that reflect our current views with respect to future events and operational, economic and financial performance are intended to identify such forward-looking statements. These forward-looking statements are only predictions, subject to risks and uncertainties, and actual results could differ materially from those discussed. Important factors that

A-20       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Appendix A

could affect performance and cause results to differ materially from management’s expectations are described in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Report, as updated from time to time in the Company’s Securities and Exchange Commission filings. These factors include, but are not limited to:

●intense competition in the Company’s markets;impact of the changing retail environment, including the growth of alternative retail channels and business models, and changing consumer preferences;
●volatility and increases in commoditythe costs such as resin, sodium hypochlorite and agricultural commodities, and increases inof raw materials, energy, transportation, labor and other necessary supplies or other costs;services;
●the ability of the Company to drive sales growth, increase priceprices and market share, grow its product categories and manage favorable product and geographic mix;
●dependence on key customers and risks related to customer consolidation and ordering patterns;
●the impact of increase in sales of consumer products through alternative retail channels;
●risks related to supply chain issues, product shortages and disruptions to the business, as a result of increased supply chain dependencies due to an expanded supplier network and a reliance on certain single-source suppliers;
●the ongoing COVID-19 pandemic and related impacts, including on the availability of, and efficiency of the supply, manufacturing and distribution systems for, the Company’s products, including any significant disruption to such systems; on the demand for and sales of the Company’s products; and on worldwide, regional and local adverse economic conditions
●intense competition in the Company’s markets;
●unfavorable general economic and political conditions beyond our control, including recent supply chain disruptions, labor shortages, wage pressures, rising inflation, fuel and energy costs, foreign currency exchange rate fluctuations, weather events or natural disasters, disease outbreaks or pandemics, such as COVID-19, terrorism, and unstable geopolitical conditions, including the conflict in Ukraine;
●risks related to the Company’s use of and reliance on information technology systems, including potential security breaches, cyber-attacks, privacy breaches or data breaches that result in the unauthorized disclosure of consumer, customer, employee or Company information, or service interruptions;interruptions, especially at a time when a large number of the Company’s employees are working remotely and accessing its technology infrastructure remotely;
●the ability of the Company to implement and generate cost savings and efficiencies, and successfully implement its business strategies, including achieving anticipated results and cost savings from the implementation of the streamlined operating model;
●dependence on key customers and risks related to customer consolidation and ordering patterns;
●the Company’s ability to attract and retain key personnel, which may continue to be impacted by challenges in the labor market, such as wage inflation and sustained labor shortages;
●the Company’s ability to maintain its business reputation and the reputation of its brands and products;
●lower revenue, or increased costs or reputational harm resulting from government actions and compliance with regulations, including with respect to the Aplicare business, despite the write down of Aplicare assetsor any material costs imposed by changes in the second quarter ended December 31, 2016;regulation;
●the ability of the Company to successfully manage global political, legal, tax and regulatory risks, including changes in regulatory or administrative activity;

●risks relating to acquisitions, new ventures and divestitures, and associated costs, including the potential for asset impairment charges related to, among others, intangible assets and goodwill;Continues on next page►
●

worldwide, regional and local economic and financial market conditions;THE CLOROX COMPANY - 2022 Proxy Statement

A-21

Table of Contents

Appendix A

●risks related to international operations and international trade, including changing macroeconomic conditions as a result of inflation, volatile commodity prices and increases in raw and packaging materials prices, labor, energy and logistics; global economic or political instability; government-

Continues on next page►

THE CLOROX COMPANY- 2017 Proxy Statement

B-19

Table of Contents

imposed price controls or other regulations;foreign currency fluctuations, such as devaluations, and foreign currency exchange rate controls, including periodiccontrols; changes in such controls, fluctuationsgovernmental policies, including trade, travel or immigration restrictions, new or additional tariffs, and devaluations; changes in trade, taxprice or U.S. immigration policies,other controls; labor claims labor unrest and inflationary pressures, particularlycivil unrest; continued high levels of inflation in Argentina; potential disruption from wars and military conflicts, including the conflict in Ukraine; impact of the United Kingdom’s exit from the European Union; potential negative impact and liabilities from the use, storage and transportation of chlorine in certain international markets where chlorine is used in the production of bleach; widespread health emergencies, such as COVID-19; and the possibility of nationalization, expropriation of assets or other government action;
●the impact of Environmental, Social, and Governance (ESG) issues, including those related to climate change and sustainability on our sales, operating costs or reputation;
●the ability of the Company to innovate and to develop and introduce commercially successful products;products, or expand into adjacent categories and countries;
●the ability of the Company to implement and generate cost savings and efficiencies;
●the success of the Company’s business strategies;
●the Company’s ability to maintain its business reputation and the reputation of its brands;
●risks related to the potential increase in the Company’s purchase price for P&G’s interest in the Glad® business and the impact from the decision on whether or not to extend the term of the related agreement with P&G;
●supply disruptions and other risks inherent in reliance on a limited base of suppliers;
●the impact of product liability claims, labor claims and other legal, governmental or tax proceedings, including in foreign jurisdictions;jurisdictions and in connection with any product recalls;
●risks relating to acquisitions, new ventures and divestitures, and associated costs; and the ability to complete announced transactions and, if completed, integration costs and potential contingent liabilities related to those transactions;
●the accuracy of the Company’s abilityestimates and assumptions on which its financial projections, including any sales or earnings guidance or outlook it may provide from time to attract and retain key personnel;time, are based;
●risks related to additional increases in the estimated fair value of P&G’s interest in the Glad business;
●environmental matters, including costs associated with the remediation and monitoring of past contamination, and possible increases in costs resulting from actions by relevant regulators, and the handling and/or transportation of hazardous substances;
●the impact of natural disasters, terrorism and other events beyond the Company’s control;
●the Company’s ability to maximize,effectively utilize, assert and defend its intellectual property rights;
●rights, and any infringement or claimed infringement by the Company of third-party intellectual property rights;
●the performance of strategic alliances and other business relationships;
●the effect of the Company’s indebtedness and credit rating on its business operations and financial results;results and the Company’s ability to access capital markets and other funding sources;
●the Company’s ability to pay and declare dividends or repurchase its stock in the future;
●the Company’s ability to maintain an effective system of internal controls;
●uncertainties relating to tax positions, tax disputes and changes in the Company’s tax rate;
●the accuracy of the Company’s estimates and assumptions on which its financial projections are based;
●risks related to the Company’s discontinuation of operations in Venezuela; and
●the impacts of potential stockholder activism.activism; and
●risks related to any litigation associated with the exclusive forum provision in the Company’s bylaws.

The Company’s forward-looking statements in this Report are based on management’s current views, beliefs, assumptions and assumptionsexpectations regarding future events and speak only as of the date when made.of this Report. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by the federal securities laws. In this Report, unless the context requires otherwise, the terms “the Company,” “Clorox,” “we,” “us,” and “our” refer to The Clorox Company and its subsidiaries.

A-22       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Appendix A

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of its Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting in accordance with accounting principles generally accepted in the United States of America.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Management evaluated the effectiveness of the Company’s internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) inInternal Control–IntegratedControl-Integrated Frameworkpublished in 2013. Management, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting atas of June 30, 2017,2022, and concluded that it is effective.

The Company’s independent registered public accounting firm, Ernst & Young LLP, has audited the effectiveness of the Company’s internal control over financial reporting as of June 30, 2017,2022, as stated in their report, which is included herein.

B-20       THE CLOROX COMPANY- 2017 Proxy Statement

Table of Contents

Appendix B

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TheTo the Stockholders and the Board of Directors and Stockholders of The Clorox Company

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of The Clorox Company (the Company) as of June 30, 20172022 and 2016, and2021, the related consolidated statements of earnings, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended June 30, 2017. Our audits also included2022, and the related notes (collectively referred to as the “consolidated financial statement schedule in Exhibit 99.2. These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States)statements”). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of The Cloroxthe Company at June 30, 20172022 and 2016,2021, and the consolidated results of its operations and its cash flows for each of the three years in the period ended June 30, 2017,2022, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), The Cloroxthe Company’s internal control over financial reporting as of June 30, 2017,2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated August 15, 201710, 2022 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLPBasis for Opinion

San Francisco, CA
August 15, 2017These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements

Continues on next page►
 

THE CLOROX COMPANY- 20172022 Proxy Statement

B-21A-23

Table of Contents

Appendix A

are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Valuation of Goodwill and Trademarks with Indefinite Lives

Description of the Matter

At June 30, 2022, the Company’s goodwill was $1.6 billion and represented 25% of total assets; trademarks with indefinite lives was $668 million and represented 11% of total assets. As discussed in Note 1 of the consolidated financial statements, goodwill and trademarks with indefinite lives are tested by the Company’s management for impairment at least annually, in the fiscal fourth quarter, unless there are indications of impairment at other points throughout the year. Goodwill is tested for impairment at the reporting unit level.

Auditing the Company’s annual impairment test for goodwill and trademarks with indefinite lives is complex and highly judgmental and required the involvement of a valuation specialist due to the significant judgment in estimating the fair value of reporting units and trademarks with indefinite lives. In particular, the fair value estimates of reporting units with fair values that do not significantly exceed or that fall below their carrying values are sensitive to assumptions such as net sales growth rates, gross margins and discount rates. Trademarks with indefinite lives with fair values that do not significantly exceed or that fall below their carrying values are sensitive to assumptions such as net sales growth rates, discount rates and royalty rates. All of these assumptions are sensitive to and affected by expected future market or economic conditions, particularly those in emerging markets, and industry and company-specific qualitative factors.


A-24       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Appendix A

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill and trademarks impairment review process. This included evaluating controls over the Company’s budgetary and forecasting process used to develop the estimated future earnings and cash flows used in estimating the fair value of reporting units and trademarks with indefinite lives. We also tested controls over management’s review of the data used in their valuation models and review of the significant assumptions such as estimation of net sales, expense growth rates and terminal growth rates.

To test the estimated fair value of the Company’s reporting units and trademarks with indefinite lives (with fair values that do not significantly exceed or that fall below carrying values), we performed audit procedures that included, among others, assessing the methodologies, testing the significant assumptions discussed above used to develop the estimates of future earnings and cash flows and testing the completeness and accuracy of the underlying data. We compared the significant assumptions used by management to current industry and economic trends, the Company’s historical results and other guideline companies within the same industry, and we evaluated whether changes in the Company’s business would affect the significant assumptions. We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the change in the fair value of the reporting units and trademarks with indefinite lives resulting from changes in these assumptions. We involved our valuation specialists to assist in reviewing the valuation methodology and testing the terminal growth rates, discount rates and royalty rates.

In addition, for goodwill we also tested the Company’s calculation of implied multiples of the reporting units, compared them to guideline companies and evaluated the resulting premium. For trademarks with indefinite lives, where applicable, we also assessed whether the assumptions used were consistent with those used in the goodwill impairment review process.

Valuation of Venture Agreement Terminal Obligation

Description of the Matter

As discussed in Note 8 of the consolidated financial statements, the Company has an agreement with The Proctor & Gamble Company (P&G) for the Company’s Glad bags and wraps business, for which the Company is required to purchase P&G’s 20% interest in the venture for cash at fair value of the global Glad business upon termination of the agreement. At June 30, 2021, the fair value of $468 million has been recognized as a venture agreement terminal obligation and represented 9% of total liabilities.

Auditing the Company’s Glad venture agreement terminal obligation is complex and highly judgmental and required the involvement of a valuation specialist due to the significant judgment in estimating the fair value of the global Glad business. In particular, the fair value estimate is sensitive to assumptions such as net sales growth rates, gross margins, discount rate and commodity prices. These assumptions are sensitive to and affected by expected future market or economic conditions, particularly those in emerging markets, and industry and company-specific qualitative factors.


Continues on next page►

THE CLOROX COMPANY - 2022 Proxy Statement

A-25

Table of Contents

Appendix A

How We
Addressed the
Matter in Our
Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the venture agreement terminal obligation valuation review process. This included controls over the Company’s budgetary and forecasting process used to develop the estimated fair value of the global Glad business. We also tested management’s controls over the data used in their valuation models and review of the significant assumptions such as estimation of net sales, expense growth rates, terminal growth rates and commodity prices.

To test the estimated fair value of the venture agreement terminal obligation, we performed audit procedures that included, among others, assessing the methodologies, testing the significant assumptions discussed above used to develop estimates of future earnings and cash flows, and testing the completeness and accuracy of the underlying data. We compared the significant assumptions used by management to current industry and economic trends, the Company’s historical results and other guideline companies within the same industry, and we evaluated whether changes in the Company’s business, including shifts in consumer demands and commodity prices, would affect the significant assumptions. We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the change in the fair value of the venture agreement terminal obligation resulting from changes in these assumptions. We involved our valuation specialists to assist in reviewing the valuation methodology and testing the terminal growth rates and discount rates.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2003.

San Francisco, CA
August 10, 2022

A-26       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Appendix A

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TheTo the Stockholders and the Board of Directors and Stockholders of The Clorox Company

Opinion on Internal Control Over Financial Reporting

We have audited The Clorox Company’s internal control over financial reporting as of June 30, 2017,2022, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, The Clorox Company (the Company) maintained, in all material respects, effective internal control over financial reporting as of June 30, 2022, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of The Clorox Company as of June 30, 2022 and 2021, the related consolidated statements of earnings, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended June 30, 2022, and the related notes (collectively referred to as the “consolidated financial statements”) and our report dated August 10, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company’sCompany’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, The Clorox Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2017, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets as of June 30, 2017 and 2016, and the related consolidated statements of earnings, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended June 30, 2017 of The Clorox Company and our report dated August 15, 2017 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

San Francisco, CA
August 15, 201710, 2022

B-22       THE CLOROX COMPANY- 2017
Continues on next page►

THE CLOROX COMPANY - 2022 Proxy Statement

A-27

Table of Contents

Appendix BA

CONSOLIDATED STATEMENTS OF EARNINGS
The Clorox Company

Years ended June 30      
       
Dollars in millions, except per share data     2022     2021     2020
Net sales$     7,107$     7,341$     6,721
Cost of products sold4,5624,1423,658
Gross profit2,5453,1993,063
Selling and administrative expenses9541,004969
Advertising costs709790675
Research and development costs132149145
Goodwill, trademark and other asset impairments—329—
Interest expense1069999
Other (income) expense, net37(72)(10)
Earnings before income taxes6079001,185
Income taxes136181246
Net earnings471719939
Less: Net earnings attributable to noncontrolling interests99—
Net earnings attributable to Clorox$462$710$939
Net earnings per share attributable to Clorox
Basic net earnings per share$3.75$5.66$7.46
Diluted net earnings per share$3.73$5.58$7.36
Weighted average shares outstanding (in thousands)
Basic123,113125,570125,828
Diluted123,906127,299127,671

See Notes to Consolidated Financial Statements

Years ended June 30
Dollars in millions, except share and per share data		      2017       2016       2015 
Net sales$5,973$5,761$5,655
Cost of products sold3,3023,1633,190
Gross profit 2,6712,5982,465
             
Selling and administrative expenses810806798
Advertising costs599587523
Research and development costs135141136
Interest expense8888100
Other (income) expense, net6(7)(13)
Earnings from continuing operations before income taxes1,033983921
Income taxes on continuing operations330335315
Earnings from continuing operations703648606
Losses from discontinued operations, net of tax(2)—(26)
Net earnings$701$648$580
             
Net earnings (losses) per share
Basic
Continuing operations$5.45$5.01$4.65
Discontinued operations(0.02)—(0.20)
Basic net earnings per share$5.43$5.01$4.45
             
Diluted
Continuing operations$5.35$4.92$4.57
Discontinued operations(0.02)—(0.20)
Diluted net earnings per share$5.33$4.92$4.37
             
Weighted average shares outstanding (in thousands) 
Basic128,953129,472130,310
Diluted131,566131,717132,776

A-28       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Appendix A

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
The Clorox Company

Years ended June 30      
       
Dollars in millions     2022     2021     2020
Net earnings$     471$     719$     939
Other comprehensive (loss) income:
Foreign currency adjustments, net of tax(45)47(36)
Net unrealized gains (losses) on derivatives, net of tax100395
Pension and postretirement benefit adjustments, net of tax128(7)
Total other comprehensive (loss) income, net of tax6794(38)
Comprehensive income538813901
Less: Total comprehensive income attributable to noncontrolling
interests		99—
Total comprehensive income attributable to Clorox$529$804$901

See Notes to Consolidated Financial Statements

Continues on next page►
 

THE CLOROX COMPANY- 20172022 Proxy Statement

B-23A-29

Table of Contents

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
The Clorox Company

Years ended June 30
Dollars in millions                           2017       2016       2015 
Earnings from continuing operations$703$648$606
Losses from discontinued operations, net of tax(2)—(26)
Net earnings701648580
Other comprehensive income (losses):
Foreign currency adjustments, net of tax(3)(53)(54)
Net unrealized gains (losses) on derivatives, net of tax79(14)
Pension and postretirement benefit adjustments, net of tax23(24)(17)
Total other comprehensive income (losses), net of tax27(68)(85)
Comprehensive income$728$580$495
 

See Notes to Consolidated Financial Statements

B-24       THE CLOROX COMPANY- 2017 Proxy Statement

Table of Contents

Appendix BA

CONSOLIDATED BALANCE SHEETS
The Clorox Company

As of June 30
Dollars in millions, except share and per share data        2017      2016 
As of June 30
Dollars in millions, except per share data		     2022     2021
ASSETS
Current assets
Cash and cash equivalents$418$401$     183$     319
Receivables, net565569681604
Inventories, net459443755752
Prepaid expenses and other current assets7272106154
Total current assets1,5141,4851,7251,829
Property, plant and equipment, net9319061,3341,302
Operating lease right-of-use assets342332
Goodwill1,1961,1971,5581,575
Trademarks, net654657687693
Other intangible assets, net6878197225
Other assets210187315378
Total assets$4,573$4,510$6,158$6,334
  
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Notes and loans payable$404$523$237$—
Current maturities of long-term debt400——300
Current operating lease liabilities7881
Accounts payable and accrued liabilities1,0051,0351,4691,675
Income taxes payable——
Total current liabilities1,8091,5581,7842,056
Long-term debt1,3911,7892,4742,484
Long-term operating lease liabilities314301
Other liabilities770784791834
Deferred income taxes61826667
Total liabilities4,0314,2135,4295,742
  
Commitments and contingencies
  
Stockholders’ equity
Preferred stock: $1.00 par value; 5,000,000 shares authorized; none issued or outstanding————
Common stock: $1.00 par value; 750,000,000 shares authorized; 158,741,461 shares issued as of June 30, 2017 and 2016; and 129,014,172 and 129,355,263 shares outstanding as of June 30, 2017 and 2016, respectively159159
Common stock: $1.00 par value; 750,000,000 shares authorized; 130,741,461 shares
issued as of June 30, 2022 and 2021; and 123,152,132 and 122,780,220 shares
outstanding as of June 30, 2022 and 2021, respectively		131131
Additional paid-in capital9288681,2021,186
Retained earnings2,4402,1631,0481,036
Treasury shares, at cost: 29,727,289 and 29,386,198 shares as of June 30, 2017 and 2016, respectively(2,442)(2,323)
Accumulated other comprehensive net (losses) income(543)(570)
Stockholders’ equity542297
Treasury stock, at cost: 7,589,329 and 7,961,241 shares as of June 30, 2022 and 2021,
respectively		(1,346)(1,396)
Accumulated other comprehensive net (loss) income(479)(546)
Total Clorox stockholders’ equity556411
Noncontrolling interests173181
Total stockholders’ equity729592
Total liabilities and stockholders’ equity$4,573$4,510$6,158$6,334

See Notes to Consolidated Financial Statements

A-30       

THE CLOROX COMPANY- 20172022 Proxy Statement

B-25

Table of Contents

Appendix A

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

The Clorox Company

Dollars in millions     Common Stock   Additional
Paid-in
Capital		     Retained
Earnings		     Treasury
Shares		   Accumulated
Other
Comprehensive
Net (Losses)
Income		     Total   
Shares
(000)		     Amount


Shares
(000)		     Amount
Balance as of June 30, 2014158,741      $159          $709     $1,739(29,945)     $(2,036)                  $(417)$154
Net earnings580580
Other comprehensive (loss) income(85)(85)
Accrued dividends(391)(391)
Stock-based compensation3232
Other employee stock plan activities34(5)(4,198)233262
Treasury stock purchased4,016(434)(434)
Balance as of June 30, 2015158,7411597751,923(30,127)(2,237)(502)118
Net earnings648648
Other comprehensive (loss) income(68)(68)
Accrued dividends(406)(406)
Stock-based compensation4545
Other employee stock plan activities48(2)2,892168214
Treasury stock purchased(2,151)(254)(254)
Balance as of June 30, 2016158,7411598682,163(29,386)(2,323)(570)297
Net earnings701701
Other comprehensive income (loss)2727
Accrued dividends(421)(421)
Stock-based compensation5151
Other employee stock plan activities9(3)1,1647076
Treasury stock purchased(1,505)(189)(189)
Balance as of June 30, 2017158,741$159$928$2,440(29,727)$(2,442)$(543)$542
 
(Dollars in millions except per
share data; shares in thousands)		  Common Stock  Additional
Paid-in
Capital		  Retained
Earnings		  Treasury Stock  Accumulated
Other
Comprehensive
Net (Loss)
Income		  

Non-
controlling
interests

  Total
Stockholders’
Equity
Amount  SharesAmount  Shares
Balance as of June 30, 2019$159158,741$   1,046$3,150$(3,194)(33,055)$              (602)$—$559
Cumulative effect of accounting
changes (1)		———22————22
Net earnings———939————939
Other comprehensive
(loss) income		——————(38)—(38)
Dividends to Clorox stockholders
($4.29 per share declared)		———(544)————           (544)
Stock-based compensation——50—————50
Other employee stock
plan activities		——41—1212,043——162
Treasury stock purchased————(242)(1,531)——(242)
Balance as of June 30, 2020159158,7411,1373,567(3,315)(32,543)(640)—908
Net earnings———710———9719
Other comprehensive
(loss) income		——————94—94
Dividends to Clorox stockholders
($4.49 per share declared)		———(564)————(564)
Dividends to
noncontrolling interests		———————(26)(26)
Business combinations
including purchase
accounting adjustments		———————       198198
Stock-based compensation——50—————50
Other employee stock
plan activities		——(1)(37)1561,340——118
Treasury stock purchased—(905)(4,758)——(905)
Treasury stock retirement(28)(28,000)(2,640)2,66828,000———
Balance as of June 30, 2021131130,7411,1861,036(1,396)(7,961)(546)181592
Net earnings———462———9471
Other comprehensive
(loss) income		——————67—67
Dividends to Clorox stockholders
($3.48 per share declared)		———(430)————(430)
Dividends to
noncontrolling interests		———————(17)(17)
Stock-based compensation——52—————52
Other employee stock
plan activities		——(36)(20)75524——19
Treasury stock purchased————(25)(152)——(25)
Balance as of June 30, 2022$131130,741$1,202$1,048$(1,346)(7,589)$(479)$173$729

(1) As a result of adopting ASU No. 2016-02, “Leases (ASC 842),” on July 1, 2019, the Company recorded a cumulative effect of initially applying the new guidance as an adjustment to the fiscal year 2020 opening balance of Retained earnings.

See Notes to Consolidated Financial Statements

B-26       THE CLOROX COMPANY- 2017
Continues on next page►

THE CLOROX COMPANY - 2022 Proxy Statement

A-31

Table of Contents

Appendix BA

CONSOLIDATED STATEMENTS OF CASH FLOWS

The Clorox Company

Years ended June 30
Dollars in millions             2017      2016      2015
Years ended June 30
Dollars in millions		     2022     2021     2020
Operating activities:
Net earnings$701$648$580$471$719$939
Deduct: Losses from discontinued operations, net of tax(2)—(26)
Earnings from continuing operations703648606
Adjustments to reconcile earnings from continuing operations to net cash provided by continuing operations:
Adjustments to reconcile net earnings to net cash provided by operations:
Depreciation and amortization163165169224211180
Stock-based compensation514532525050
Deferred income taxes(35)5(16)5(32)(2)
Settlement of interest rate forward contracts——(25)
Goodwill, trademark and other asset impairments—329—
Settlement of interest rate derivative contracts114——
Other361(17)191030
Changes in:
Receivables, net(1)(52)6(84)82(27)
Inventories, net(19)(45)(25)(18)(282)50
Prepaid expenses and other current assets(5)6616(30)2
Accounts payable and accrued liabilities(34)5793(47)311291
Income taxes payable12(62)29
Net cash provided by continuing operations871768858
Net cash (used for) provided by discontinued operations(3)1016
Operating lease right-of-use assets and liabilities, net(1)(2)19
Income taxes payable/prepaid35(90)14
Net cash provided by operations8687788747861,2761,546
  
Investing activities:
Capital expenditures(231)(172)(125)(251)(331)(254)
Business acquired, net of cash acquired—(290)—
Businesses acquired, net of cash acquired—(85)— 
Other26321922(36)2 
Net cash used for investing activities(205)(430)(106)(229)(452)(252)
  
Financing activities:
Notes and loans payable, net(125)426(48)237—(396)
Long-term debt borrowings, net of issuance costs——495
Long-term debt repayments—(300)(575)(1,405)——
Long-term debt borrowings, net of issuance costs paid1,085—492
Treasury stock purchased(183)(254)(434)(25)(905)(248)
Cash dividends paid(412)(398)(385)
Cash dividends paid to Clorox stockholders(571)(558)(533)
Cash dividends paid to noncontrolling interests(15)(31)—
Issuance of common stock for employee stock plans and other752102515103162
Net cash used for financing activities(645)(316)(696)(689)(1,391)(523)
Effect of exchange rate changes on cash and cash equivalents(1)(13)(19)
Net increase in cash and cash equivalents171953
Cash and cash equivalents:
Effect of exchange rate changes on cash, cash equivalents and restricted cash(6)12(5)
Net increase (decrease) in cash, cash equivalents and restricted cash(138)(555)766
Cash, cash equivalents and restricted cash:
Beginning of year401382329324879113
End of year$418$401$382$186$324$879
  
Supplemental cash flow information:
Interest paid$78$79$104$89$89$89
Income taxes paid, net of refunds347323236100303241
Non-cash financing activities:
Cash dividends declared and accrued, but not paid1081049914156 140

See Notes to Consolidated Financial Statements

A-32       

THE CLOROX COMPANY- 20172022 Proxy Statement

B-27

Table of Contents

Appendix A

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Clorox Company
(Dollars in millions, except share and per share data)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations and Basis of Presentation

The Company is principally engaged in the production, marketing and salessale of consumer products through mass retail andretailers, grocery outlets, warehouse clubs, dollar stores, home hardware centers, drug, pet and military stores, third-party and owned e-commerce channels, military stores and other retail outlets, and medical supply distributors. The consolidated financial statements include the statements of the Company and its wholly owned and controlled subsidiaries. All significant intercompany transactions and accounts were eliminated in consolidation. Certain prior year reclassifications were made in the consolidated financial statements and related notes to the consolidated financial statements to conform to the current year presentation.

Effective September 22, 2014, the Company’s Venezuela affiliate, Corporación Clorox de Venezuela S.A. (Clorox Venezuela), discontinued its operations. Consequently, the Company presents the financial results of Clorox Venezuela as a discontinued operation in the consolidated financial statements for all periods presented herein.

Use of Estimates

The preparation of these consolidated financial statements in conformity with generally accepted accounting principles in the United States of America (U.S. GAAP) requires management to reach opinions as to estimates and assumptions that affect reported amounts and related disclosures. Specific areas requiring the application of management’s opinion on estimates and judgments include, among others, assumptions pertaining to accruals for consumer and trade-promotion programs, stock-based compensation, retirement income plans, future cash flows associated with impairment testing of goodwill and other long-lived assets and the valuation of the venture agreement terminal obligation, the valuation of assets acquired and liabilities assumed in connection with a business combination, the credit worthiness of customers, uncertain tax positions, tax valuation allowances and legal, environmental and insurance matters. Actual results could materially differ from estimates and assumptions made.

Cash, and Cash Equivalents and Restricted Cash

Cash equivalents consist of highly liquid interest bearinginterest-bearing accounts, time deposits held by financial institutions and money market funds with an initial maturity at purchase of three months90 days or less. The fair value of cash and cash equivalents approximates the carrying amount.

The Company’s cash position includes amounts held by foreign subsidiaries and, as a result, the repatriation of certain cash balances from some of the Company’s foreign subsidiaries could result in additional incomewithholding tax costs in the United States and in certain foreign jurisdictions. However, these cash balances are generally available without legal restriction to fund local business operations. In addition, a portion of the Company’s cash balance is held in U.S. dollars by foreign subsidiaries whose functional currency is their local currency. Such U.S. dollar balances are reported on the foreign subsidiaries’ books in their functional currency, withand the impact on such balances from foreign currency exchange rate differences is recorded in Other (income) expense, net.

As of June 30, 20172022, 2021, 2020 and 2016,2019, the Company had $2$3, $5, $8 and $4$2 of restricted cash, respectively, which is primarily related to fiscal year 2012 acquisitions and a cash margin deposit held for exchange-traded futures contracts. Restricted cash was included in Prepaid expenses and other current assets and Other assets. The restricted cash as of June 30, 20172022 was primarily related to cash margin deposits held for exchange-traded futures contracts and funds held in Other assets as of June 30, 2016.an escrow account with limitations on usage.

Inventories

Inventories areThe Company values its inventories using both the First-In, First-Out (FIFO) and the Last-In, First-Out (LIFO) methods. The FIFO inventory is stated at the lower of cost or market. When necessary, the Company adjusts the carryingnet realizable value, of its inventory to the lower of cost or market, includingwhich includes any costs to sell or dispose. AppropriateIn addition, appropriate consideration is given to obsolescence, excessive inventory levels, product deterioration and other factors in evaluating net realizable value for the purposes of determiningvalue. The LIFO inventory is stated at the lower of cost or market.

B-28       THE CLOROX COMPANY- 2017
Continues on next page►

THE CLOROX COMPANY - 2022 Proxy Statement

A-33

Table of Contents

Appendix BA

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Property, Plant and Equipment and Finite-Lived Intangible Assets

Property, plant and equipment and finite-lived intangible assets are stated at cost. Depreciation and amortization expense are primarily calculated by the straight-line method using the estimated useful lives or lives determined by lease contracts forreference to the related assets.lease contract in the case of leasehold improvements. The table below provides estimated useful lives of property, plant and equipment by asset classification.

Estimated
Useful Lives
Buildings and leasehold improvements7 - 40 years
Land improvements10 - 30 years
Machinery and equipment3 - 15 years
Computer equipment3 - 5 years
Capitalized software costs3 - 7 years

Finite-lived intangible assets are amortized over their estimated useful lives, which range from 7 to 30 years.

Property, plant and equipment and finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances occur that indicate that the carrying amount of an asset (or asset group) may not be fully recoverable. The risk of impairment is initially assessed based on an estimate of the undiscounted cash flows at the lowest level for which identifiable cash flows exist. Impairment occurs when the carrying value of the asset (or asset group) exceeds the estimated future undiscounted cash flows generated by the asset.asset (or asset group). When impairment is indicated, an impairment charge is recorded for the difference between the carrying value of the asset (or asset group) and its estimated fair market value. Depending on the asset, estimated fair market value may be determined either by use of a discounted cash flow model or by reference to estimated selling values of assets in similar condition.

Capitalization of Software Costs

The Company capitalizes certain qualifying costs incurred in the acquisition and development of software for internal use, including the costs of the software, materials, consultants, interest and payroll and payroll-related costs for employees during the application development stage. Internal and external costs incurred during the preliminary project stage and post implementation-operation stage, mainly training and maintenance costs, are expensed as incurred. Once the application is substantially complete and ready for its intended use, qualifying costs are amortized on a straight-line basis over the software’s estimated useful life. Capitalized internal use software is included in Property, plant and equipment. Capitalized software as a service is included in Prepaid expenses and other current assets or Other assets and is amortized using the straight-line method over the term of the hosting arrangement which is typically no greater than 6 years.

A-34       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Appendix A

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Business Combinations

The Company records acquired businesses within the consolidated financial statements using the acquisition method prospectively from the acquisition date. Under the acquisition method, once control is obtained, assets acquired and liabilities assumed, including amounts attributable to noncontrolling interests, are recorded at their respective fair values on the acquisition date. The Company’s estimates of fair value are inherently uncertain and subject to refinement. The excess of the total of the purchase consideration, fair value of the noncontrolling interest and fair value of the previously held equity interest over the identifiable assets acquired and liabilities assumed is recorded as goodwill. Measurement period adjustments to the fair values of the identifiable assets acquired and liabilities assumed with the corresponding offset to goodwill, if applicable, are applied in the reporting period in which the adjustment amounts are determined based on new information obtained during the measurement period. In the event of a step acquisition, the Company records a gain or loss in Other income (expense), net on the consolidated statement of earnings as a result of remeasuring a previously held equity interest to fair value on the acquisition date. Transaction expenses are recognized separately from the business combination and are expensed as incurred.

Impairment Review of Goodwill and Indefinite-Lived Intangible Assets

The Company tests its goodwill, trademarks with indefinite lives and other indefinite-lived intangible assets annually for impairment in the fiscal fourth quarter unless there are indications during a different interim period that these assets may have become impaired.

With respect to goodwill, the Company has the option to first assess qualitative factors, such as the maturity and stability of the reporting unit, the magnitude of the excess fair value over carrying value from the prior year’sa previous period’s impairment testing, other reporting unit specific operating results, micro and macroeconomic factors, as well as new events and circumstances impacting the operations at the reporting unit level. Reporting units for goodwill impairment testing purposes were its individual strategic business units (SBUs). If the result of a qualitative test indicates a potential for impairment of a reporting unit, a quantitative test is performed. TheIn the quantitative test, is a two-step process. In the first step, the Company compares the estimated fair value of the reporting unit to its carrying value. In all instances, the estimated fair value exceeded the carrying value of the reporting unit. HadIf the estimated fair value of any reporting unit beenis less than its carrying value, the Company would have performed a second step to determine the implied fair value of the reporting unit’s goodwill. If the carrying amount of a reporting unit’s goodwill had exceeded its implied fair value, an impairment charge would have beenis recorded for the difference between the carrying amountvalue and the implied fair value of the reporting unit’s goodwill.unit.

To determine the fair value of a reporting unit as part of its quantitative test, the Company uses athe discounted cash flow (DCF) method under the income approach, as it believes that this approach is the most reliable indicator of the fair value of its businesses and the fair value of their future earnings and cash flows. Under this approach, which requires significant judgments, the Company estimates the future cash flows

Continues on next page►

THE CLOROX COMPANY- 2017 Proxy Statement

B-29

Table of Contents

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

of each reporting unit and discounts these cash flows at a rate of return that reflects their relative risk. The cash flows used in the DCF method are consistent with those the Company uses in its internal planning, which gives consideration to actual business trends experienced, and the broader business strategy for the long term. The other key estimates and factors used in the DCF method include, but are not limited to, future volumes, net sales and expense growth rates, changes in working capital,commodity prices, foreign exchange rates, inflation and a perpetuityterminal growth rate. Changes in such estimates or the application of alternative assumptions could produce different results.

For trademarks and other intangible assets with indefinite lives, the Company performshas the option to first assess qualitative factors, such as the maturity and stability of the trademark or other intangible asset, the magnitude of the excess fair value over carrying value from a previous period’s impairment testing, other specific operating results, as well as new events and circumstances impacting the significant inputs used to determine the fair value of the intangible asset. If the result of a qualitative test indicates that it is more likely than not that the asset is impaired, a quantitative analysis to test for impairment.is performed. When a quantitative test is performed, the estimated fair value of an asset is compared to its carrying amount.value. If the carrying amountvalue of such asset exceeds its estimated fair value, an impairment charge is recorded

Continues on next page►

THE CLOROX COMPANY - 2022 Proxy Statement

A-35

Table of Contents

Appendix A

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

for the difference between the carrying amountvalue and the estimated fair value. The Company uses the DCF method under the relief from royalty income approach to estimate the fair value of its trademarks and other intangible assets with indefinite lives. This approach requires significant judgments in determining boththe royalty rates and the assets’ estimated cash flows, as well as the appropriate discount and foreign exchange rates applied to those cash flows to determine fair value. Changes in such estimates or the use of alternative assumptions could produce different results.

Leases

The Company determines whether an arrangement contains a lease at inception by determining if the contract conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration and other facts and circumstances. Right-of-use (ROU) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are calculated based on the lease liability adjusted for any lease payments paid to the lessor at or before the commencement date and initial direct costs incurred by the Company and excludes any lease incentives received from the lessor. Lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term. The lease term may include an option to extend or terminate the lease when it is reasonably certain that the Company will exercise that option as of the commencement date of the lease, and is reviewed in subsequent periods if a triggering event occurs. As the Company’s leases typically do not contain a readily determinable implicit rate, the Company determines the present value of the lease liability using its incremental borrowing rate at the lease commencement date based on the lease term and the currency of the lease on a collateralized basis. Variable lease payments are the portion of lease payments that are not fixed over the lease term. Variable lease payments are expensed as incurred, and include certain non-lease components, such as maintenance and other services provided by the lessor, and other charges included in the lease, as applicable. The Company elected to combine lease and non-lease components as a single lease component and to exclude short-term leases, defined as leases with an initial term of 12 months or less, from its consolidated balance sheet.

Stock-based Compensation

The Company grants various nonqualified stock-based compensation awards to eligible employees, including stock options, restricted stock awards and performance units.shares.

For stock options, the Company estimates the fair value of each award on the date of grant using the Black-Scholes valuation model, which requires management to make estimates regarding expected option life, stock price volatility and other assumptions. Groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The Company estimates stock option forfeitures based on historical data for each employee grouping. The total number of stock options expected to vest is adjusted by actual and estimated forfeitures. Changes to the actual and estimated forfeitures will result in a cumulative adjustment in the period of change. Compensation expense is recorded by amortizing the grant date fair values on a straight-line basis over the vesting period, adjusted for estimated forfeitures.

For restricted stock awards, the fair value of each grant issued is estimated on the date of grant based on the current market price of the stock. Forfeitures are estimated based on historical data. The total number of restricted stock awards expected to vest is adjusted by actual and estimated forfeitures. Changes to the actual and estimated forfeitures will result in a cumulative adjustment in the period of change. Compensation expense is recorded by amortizing the grant date fair values on a straight-line basis over the vesting period, adjusted for estimated forfeitures.

A-36       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Appendix A

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

The Company’s performance unit grantsshares provide for the issuance of common stock to certain managerial staff and executive management if the Company achieves specified performance targets. The number of shares issued is dependent upon the achievement of specified performance targets. The performance period is three years and the payout determination is made at the end of the three -yearthree-year performance period. Performance unit grantsshares receive dividends earned during the vesting period upon vesting. The fair value of each grant issued is estimated on the date of grant based on the current market price of the stock. The total amount of compensation expense recognized reflects estimated forfeiture rates and management’s assessment of the probability that performance goals will be achieved. A cumulative adjustment is recognized to compensation expense in the current period to reflect any changes in the probability of achievement of performance goals.

Cash flows resulting from tax deductions in excess of the cumulative compensation cost recognized for stock-based payment arrangements (excess tax benefits) are primarily classified as operating cash inflows.

Employee Benefits

The Company accounts for its retirement income and retirement health care plans using actuarial methods.methods. These methods use an attribution approach that generally spreads “plan events” over the service lives or expected lifetime (for frozen plans) of plan participants. Examples of plan events are plan amendments and changes in actuarial assumptions such as the expected return on plan assets, discount rate, rate of compensation increase and certain employee-related factors, such as retirement age and mortality. The principle underlying the attribution approach is that employees render service over their employment period on a relatively “smooth” basis and, therefore, the statement of earnings effects of retirement income and retirement health care plans are recognized in the same pattern. One of the principal assumptions used in the net periodic benefit cost calculation is the expected return on plan assets. The required use of

B-30       THE CLOROX COMPANY- 2017 Proxy Statement

Table of Contents

Appendix B

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

an expected return on plan assets may result in recognized expense or income that differs from the actual returns of those plan assets in any given year. Over time, however, the goal is for the expected long-term returns to approximate the actual returns and, therefore, the expectation is that the pattern of income and expense recognition should closely match the pattern of the services provided by the participants. The Company uses a market-related value method for calculating plan assets for purposes of determining the amortization of actuarial gains and losses. The differences between actual and expected returns are recognized in the net periodic benefit cost calculation over the average remaining service period or expected lifetime (for frozen plans) of the plan participants using the corridor approach. Under this approach, only actuarial gains (losses) that exceed 5% of the greater of the projected benefit obligation or the market-related value of assets are amortized to the Company’s net periodic benefit cost. In developing its expected return on plan assets, the Company considers the long-term actual returns relative to the mix of investments that comprise its plan assets and also develops estimates of future investment returns by considering external sources.

The Company recognizes an actuarial-based obligation at the onset of disability for certain benefits provided to individuals after employment, but before retirement, that includeincludes medical, dental, vision, life and other benefits.

Environmental Costs

The Company is involved in certain environmental remediation and ongoing compliance activities. Accruals for environmental matters are recorded on a site-by-site basis when it is probable that a liability has been incurred and based upon a reasonable estimate of the liability. The Company’s accruals reflect the anticipated participation of other potentially responsible parties in those instances where it is probable that such parties are legally responsible and financially capable of paying their respective shares of the relevant costs. These accruals are adjusted periodically as assessment and remediation efforts progress or as additional technical or legal information becomes available. Actual costs to be incurred at identified sites in future periods may vary from the estimates, given the inherent

Continues on next page►

THE CLOROX COMPANY - 2022 Proxy Statement

A-37

Table of Contents

Appendix A

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

uncertainties in evaluating environmental exposures. The accrual for environmental matters is included in Accounts payable and accrued liabilities and Other liabilities in the Company’s consolidated balance sheets on an undiscounted basis due to uncertainty regarding the timing of future payments.

Revenue Recognition

SalesThe Company’s revenue is primarily generated from the sale of finished product to customers. Revenue is recognized at the point in time when performance obligations under the terms of customer contracts are recognized as revenuesatisfied, which is when ownership, risks and rewards transfer, and can be on the riskdate of loss and title pass toshipment or the date of receipt by the customer, depending upon the particular customer arrangement. Shipping and when allhandling activities are accounted for as contract fulfillment costs and included within Cost of products sold. After the completion of the following have occurred: a firm sales arrangement exists, pricingperformance obligation, there is fixed or determinable and collectionan unconditional right to consideration as outlined in the contract. A right is reasonably assured. Sales are recorded netconsidered unconditional if nothing other than the passage of allowances for trade promotions, coupons, returns and other discounts.time is required before payment of that consideration is due. The Company routinely commits to one-time or ongoing trade-promotion programstypically collects its customer receivables within two months. All performance obligations under the terms of contracts with customers and consumer couponhave an original duration of one year or less.

The Company has trade promotion programs, that require the Company to estimate and accrue the expected costs of such programs. Programswhich primarily include shelf price reductions, end-of-aisle or in-store displaysmerchandising and consumer coupons. The costs of such activities, defined as variable consideration under ASC 606, “Revenue from Contracts with Customers,” are netted against sales and recorded when the related sales take place. Accruals for trade promotion programs are established based on the Company’s best estimate of the Company’samounts necessary to settle existing and future obligations for products sold as of the balance sheet date. Amounts accrued for trade-promotions are based on various factors such as contractual terms and graphicssales volumes, and other trade-promotion activities conducted byalso incorporate estimates that include customer participation rates, the customer. Coupons are recognized as a liability when distributed based upon expectedrate at which customers will achieve program performance criteria, product availability and historical consumer redemptions. The Company maintains liabilities related to these programs for the estimated expenses incurred, but not paid, at the end of each period.redemption rates.

The Company provides an allowance for doubtful accounts based on its historical experience and ongoing assessment of its customers’ credit risk. Receivables wererisk and aging. Customer receivables are presented net of an allowance for doubtful accounts of $3$9 and $5$8 as of June 30, 20172022 and 2016,2021, respectively. Receivables, net, includedinclude non-customer receivables of $3$22 and $9$22 as of June 30, 20172022 and 2016,2021, respectively, and related allowance of $0 and $14 as of June 30, 2022 and 2021, respectively.

Cost of Products Sold

Cost of products sold represents the costs directly related to the manufacture and distribution of the Company’s products and primarily includes raw materials, packaging, contract manufacturing fees, shipping and handling, warehousing, package design, depreciation, amortization, direct and indirect labor and operating costs for the Company’s manufacturing and distribution facilities, including salary, benefit costs and incentive compensation, and royalties and other charges related to the Company’s Glad® Venture Agreement (See Note 9)8).

Continues on next page►

THE CLOROX COMPANY- 2017 Proxy Statement

B-31

Table of Contents

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Costs associated with developing and designing new packaging, including design, artwork, films and labeling, are expensed as incurred and include design, artwork, films and labeling. Expenses for fiscal years ended June 30, 2017, 2016 and 2015 were $13, $11 and $11, respectively, all of which were reflected inincluded within Cost of products sold or discontinued operations, as appropriate, in the consolidated statements of earnings.sold.

Selling and Administrative Expenses

Selling and administrative expenses represent costs incurred by the Company in generating revenues and managing the business and include market research, commissions and certain administrative expenses. Administrative expenses include salary, benefits, incentive compensation, professional fees and services software and licensing fees and other operating costs (such as software and licensing costs) associated with the Company’s non-manufacturing, non-research and development staff, facilities and equipment.operations.

A-38       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Appendix A

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Advertising and Research and Development Costs

The Company expenses advertising and research and development costs in the period incurred.

Income Taxes

The Company uses the asset and liability method to account for income taxes. Deferred tax assets and liabilities are recognized for the anticipated future tax consequences attributable to differences between financial statement amounts and their respective tax basis. Management reviews the Company’s deferred tax assets to determine whether their value can be realized based upon available evidence. A valuation allowance is established when management believes that it is more likely than not that some portion of its deferred tax assets will not be realized. Changes in valuation allowances from period to period are included in the Company’s income tax provision in the period of change. In addition to valuation allowances, the Company provides for uncertain tax positions when such tax positions do not meet certain recognition thresholds or measurement standards. Amounts for uncertain tax positions are adjusted in quarters when new information becomes available or when positions are effectively settled.

Per U.S. income tax expense andGAAP, foreign withholding taxes are provided on unremitted foreign earnings that are not indefinitely reinvested at the time the earnings are generated. Where foreign earningsThe Company regularly reviews and assesses whether there are indefinitely reinvested, no provision for U.S. income or foreign withholding taxes is made. When circumstances changeany changes to its indefinite reinvestment assertion and the Company determinesdetermined that some or allnone of the undistributed earnings will be remitted in the foreseeable future,of its foreign subsidiaries are indefinitely reinvested. As a result, the Company accrues an expense in the current period for U.S. income taxes andis providing foreign withholding taxes attributable toon the anticipated remittance.undistributed earnings of all foreign subsidiaries where applicable.

Foreign Currency Transactions and Translation

Local currencies are the functional currencies for substantially all of the Company’s foreign operations. When the transactional currency is different than the functional currency, transaction gains and losses are included as a component of Other (income) expense, net. In addition, certain assets and liabilities denominated in currencies differentother than a foreign subsidiary’s functional currency are reported on the subsidiary’s books in its functional currency, with the impact from exchange rate differences recorded in Other (income) expense, net. Assets and liabilities of foreign operations are translated into U.S. dollars using the exchange rates in effect at the balance sheet date, while income and expenses are translated at the respective average monthly exchange rates during the year.

Gains and losses on foreign currency translations are reported as a component of Other comprehensive income (loss). Deferred taxes are not provided on cumulative translation adjustments where the Company expects earnings of a foreign subsidiary to be indefinitely reinvested. income. The income tax effect of currency translation adjustments related to foreign subsidiaries and equity investees for which earnings are not considered indefinitely reinvested is recorded as a component of deferred taxes with an offset to Other comprehensive (loss) income (loss).where appropriate.

B-32       THE CLOROX COMPANY- 2017 Proxy Statement

TableEffective July 1, 2018, under the requirements of Contents

Appendix B

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)U.S. GAAP, Argentina was designated as a highly inflationary economy, since it has experienced cumulative inflation of approximately 100 percent or more over a three-year period. As a result, beginning July 1, 2018, the U.S. dollar replaced the Argentine peso as the functional currency of the Company’s subsidiaries in Argentina (collectively, “Clorox Argentina”). Consequently, gains and losses from non-U.S. dollar denominated monetary assets and liabilities for Clorox Argentina are recognized in Other (income) expense, net in the consolidated statement of earnings.

Derivative Instruments

The Company’s use of derivative instruments, principally swaps, futures and forward contracts, is limited to non-trading purposes and is designed to partially manage exposure to changes in commodity prices, interest rates and foreign currencies. The Company’s contracts are hedges for transactions with notional amounts and periods consistent with the related exposures and do not constitute investments independent of these exposures.

Continues on next page►

THE CLOROX COMPANY - 2022 Proxy Statement

A-39

Table of Contents

Appendix A

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

The changes in the fair value (i.e., gains or losses) of a derivative instrument are recorded as either assets or liabilities in the consolidated balance sheets with an offset to netNet earnings or Other comprehensive (loss) income (loss) depending on whether, for accounting purposes, it has been designated and qualifies as an accounting hedge and, if so, on the type of hedging relationship. The criteria used to determine if hedge accounting treatment is appropriate are: (a) formal designation and documentation of the hedging relationship, the risk management objective and hedging strategy at hedge inception; (b) eligibility of hedged items, transactions and corresponding hedging instrument; and (c) effectiveness of the hedging relationship both at inception of the hedge and on an ongoing basis in achieving the hedging objectives. For those derivative instruments designated and qualifying as hedging instruments, the Company must designate the hedging instrument either as a fair value hedge or as a cash flow hedge. The Company designates its commodity forward and future contracts for forecasted purchases of raw materials, interest rate forward contracts for forecasted interest payments, and foreign currency forward contracts for forecasted purchases of inventory as cash flow hedges. During the fiscal years ended June 30, 2017, 20162022, 2021 and 2015,2020, the Company had no hedging instruments designated as fair value hedges.

For derivative instruments designated and qualifying as cash flow hedges, the effective portion of gains or losses isare reported as a component of Other comprehensive (loss) income (loss) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. From time to time, the Company may have contracts not designated as hedges for accounting purposes, for which it recognizes changes in the fair value in the consolidated statement of earnings in the current period. Cash flows from hedging activities are classified as operating activities in the consolidated statements of cash flows.

Recently Issued Accounting Standards

Recently IssuedAdopted Accounting Standards not yet adopted

In March 2017,December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2017-07,“Compensation-Retirement Benefits (Topic 715)2019-12, “Income Taxes (ASC 740): ImprovingSimplifying the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost,Accounting for Income Taxes,” which requires presentingremoves certain exceptions to the service cost component of net periodic benefit costgeneral principles in the same income statement line items as other employee compensation costs arising from services rendered during the period. This standard also requires that other components of the net periodic benefit costASC 740 and amends existing guidance to improve consistent application. Certain amendments must be presented separately from the line item(s) that includes service costs and outside of any subtotal of operating income, if one is presented,applied prospectively, certain amendments must be applied on a retrospective basis. Additionally,basis and certain amendments must be applied on a modified retrospective basis through a cumulative effect adjustment to retained earnings. The Company adopted this standard as of July 1, 2021. The adoption did not have a material impact on the new guidance limits the components that are eligible for capitalization in assets to only the service cost component. The new guidance is effective forCompany’s condensed consolidated financial statements.

NOTE 2. BUSINESS ACQUIRED

Saudi Joint Venture Acquisition

On July 9, 2020, the Company beginningincreased its investment in each of the two entities comprising its joint venture in the first quarterKingdom of fiscal year 2019, with the option to early adoptSaudi Arabia (Saudi joint venture). The joint venture offers customers in the first quarterGulf region a range of fiscal year 2018.cleaning and disinfecting products. The Company is currently evaluatinghad previously accounted for its 30 percent investment of $27 as of June 30, 2020, under the impact that adoptionequity method of accounting. Subsequent to the closing of this guidance will have ontransaction, the Company's total ownership interest in each of the entities increased to 51 percent. The Company has consolidated this joint venture into its consolidated financial statements.

In January 2017,statements from the FASB issued ASU No. 2017-04, “Intangibles-Goodwilldate of acquisition and Other (Topic 350): Simplifyingreflects operations within the Test for Goodwill Impairment,” which eliminatesInternational reportable segment. The equity and income attributable to the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. The new guidanceother joint venture owners is effective for the Company beginning in the first quarter of fiscal year 2021, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements.recorded and presented as noncontrolling interests.

Continues on next pageA-40       ►

THE CLOROX COMPANY- 20172022 Proxy Statement

B-33

Table of Contents

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” which requires lessees to recognize a right-of-use asset and a lease liability for all leases with terms of more than 12 months. Recognition, measurement and presentation will depend on the classification of a lease as either a finance or an operating lease. ASU 2016-02 also requires expanded disclosures about leasing arrangements. The new guidance is effective for the Company beginning in the first quarter of fiscal year 2020, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” which replaces most of the existing U.S. GAAP revenue recognition guidance and is intended to improve and converge with international standards on the financial reporting requirements for revenue from contracts with customers. The core principle of ASU 2014-09 is that an entity should recognize revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services. ASU 2014-09 also requires additional disclosures about the nature, timing and uncertainty of revenue and cash flows arising from contracts with customers, including information about significant judgments and changes in judgments. The guidance is effective for the Company beginning in the first quarter of fiscal year 2019 and is expected to be applied on a modified retrospective basis.

Based on the Company’s preliminary assessment, the adoption of the standard is not expected to have a significant impact on its annual consolidated financial statements; however, there may be an impact on the Company’s financial results in interim periods due to the timing of recognition for certain trade promotion spending. As the Company completes its overall assessment, it is also identifying potential changes to its accounting policies, business processes, systems and controls to align with the new revenue recognition guidance and disclosure requirements.

Recently Adopted Accounting Standards

In March 2016, the FASB issued ASU No. 2016-09, “Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting,” which simplifies several aspects of the accounting for share-based payment transactions, including requiring excess tax benefits and tax deficiencies to be recognized as income tax benefits or expenses in the consolidated statement of earnings. Additionally, the standard requires cash flows from excess tax benefits and deficiencies, previously classified as a financing activity, to be classified as an operating activity in the consolidated statement of cash flows. The Company adopted this guidance in the first quarter of fiscal year 2017. Excess tax benefits of $22 were recognized in the consolidated statement of earnings and classified as an operating activity in the consolidated statement of cash flows during the year ended June 30, 2017. The prior period consolidated statement of cash flows has not been adjusted as permitted. The guidance allows for a policy election to account for forfeitures as they occur rather than on an estimated basis. The Company did not make this election and will continue to account for forfeitures on an estimated basis.

In April 2015, the FASB issued ASU No. 2015-03, “Simplifying the Presentation of Debt Issuance Cost,” which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The Company adopted this standard in the first quarter of fiscal year 2017 and retrospectively applied the standard to the June 30, 2016 consolidated balance sheet, resulting in an $8 reduction in Other assets and Long-term debt. The adoption had no impact on the Company’s consolidated statement of earnings or consolidated statement of cash flows.Appendix A

NOTE 2. DISCONTINUED OPERATIONS

On September 22, 2014, Clorox Venezuela announced that it was discontinuing its operations, effective immediately, and seeking to sell its assets. Since fiscal year 2012, Clorox Venezuela was required to sell more than two thirds of its products at prices frozen by the Venezuelan government. During this same period, Clorox Venezuela experienced successive years of hyperinflation resulting in significant sustained increases in its input costs, including packaging, raw materials, transportation and wages. As a result, Clorox Venezuela had been selling its products at a loss, resulting

B-34       THE CLOROX COMPANY- 2017 Proxy Statement

Table of Contents

Appendix B

NOTE 2. DISCONTINUED OPERATIONSBUSINESS ACQUIRED (Continued)

in ongoing operating losses. Clorox Venezuela repeatedly met with government authorities in an effort to help them understandThe total purchase consideration of $111 consisted of $100 cash paid, which was sourced from operations, and $11 from the rapidly declining statenet effective settlement of the business, including the need for immediate, significant and ongoing price increases and other critical remedial actions to address these adverse impacts. Based on the Venezuelan government’s representations, Clorox Venezuela had expected significant price increases would be forthcoming much earlier; however, the price increases subsequently approved were insufficient and would have caused Clorox Venezuela to continue operating at a significant loss into the foreseeable future. As such, Clorox Venezuela was no longer financially viable and was forced to discontinue its operations.

On September 26, 2014,preexisting arrangements between the Company reported that Venezuelan Vice President Jorge Arreaza announced, with endorsement by President Nicolás Maduro, that the Venezuelan government had occupied the Santa Lucía and Guacara production facilities of Clorox Venezuela. On November 6, 2014, the Company reported that the Venezuelan government had published a resolution granting a government-sponsored Special Administrative Board full authority to restart and operate the business of Clorox Venezuela, thereby reaffirming the government’s expropriation of Clorox Venezuela’s assets. Further, President Nicolás Maduro announced the government’s intention to facilitate the resumed production of bleach and other cleaning products at Clorox Venezuela plants. He also announced his approval of a financial credit to invest in raw materials and production at the plants. These actions by the Venezuelan government were taken without the consent or involvement of Clorox Venezuela, its parent Clorox Spain S.L. (Clorox Spain) or any of their affiliates. Clorox Venezuela, Clorox Spain and their affiliates reserved their rights under all applicable laws and treaties.

With this exit, the financial results of Clorox Venezuela are reflected as discontinued operations in the Company’s consolidated financial statements. The results of Clorox Venezuela have historically been part of the International reportable segment.

Net sales for Clorox Venezuela were $0, $0 and $11 for the fiscal years ended June 30, 2017, 2016 and 2015, respectively.

The following table provides a summary of Earnings (losses) from discontinued operations for Clorox Venezuela and Earnings (losses) from discontinued operations other than Clorox Venezuela for the years ended June 30:

2017        2016        2015 
Operating losses from Clorox Venezuela before income taxes                $ —                $ —                $ (6)
Exit costs and other related expenses for Clorox Venezuela(4)(2)(78)
Total earnings (losses) from Clorox Venezuela before income taxes(4)(2)(84)
Income tax benefit attributable to Clorox Venezuela2229
Total earnings (losses) from Clorox Venezuela, net of tax(2)—(55)
Gains (losses) from discontinued operations other than Clorox Venezuela, net of tax——29
Losses from discontinued operations, net of tax$ (2)$ —$ (26)
 

Unrelated to Clorox Venezuela, in the fiscal year ended June 30, 2015, $32 of gross unrecognized tax benefits relating to other discontinued operations for periods prior to fiscal year 2015 were recognized upon the expiration of the applicable statute of limitations. Recognition of these previously disclosed tax benefits had no impact on the Company’s cash flow or earnings from continuing operations for the fiscal year ended June 30, 2015.

Continues on next page►

THE CLOROX COMPANY- 2017 Proxy Statement

B-35

Table of Contents

NOTE 2. DISCONTINUED OPERATIONS (Continued)

Summary of Operating Losses, Asset Charges and Other Costs

The following provides a breakdown of (losses) gains from discontinued operations for Clorox Venezuela and gains from discontinued operations other than Clorox Venezuela for the fiscal years ended June 30:

2017        2016        2015 
Operating losses from Clorox Venezuela before income taxes            $—            $—            $(6)
Net asset charges: 
Inventories——(11)
Property, plant and equipment——(16)
Trademark and other intangible assets——(6)
Other assets——(2)
Other exit and business termination costs:
Severance——(3)
Recognition of deferred foreign currency translation loss——(30)
Other(4)(2)(10)
Total losses from Clorox Venezuela before income taxes(4)(2)(84)
Income tax benefit attributable to Clorox Venezuela2229
Total losses from Clorox Venezuela, net of tax(2)—(55)
Gains from discontinued operations other than Clorox Venezuela, net of tax——29
Losses from discontinued operations, net of tax$  (2)$  —$  (26)
 

Financial Reporting: Hyperinflation and the Selection of Exchange Rates

Prior to Clorox Venezuela being consolidated under the rules governing the preparation of financial statements in a highly inflationary economy, cumulative translation gains (losses) were included as a component of Accumulated other comprehensive net (losses) income. The charge of $30 to discontinued operations in September 2014 represents the recognition of these losses as a result of Clorox Venezuela discontinuing its operations effective September 22, 2014.

Subsequent to Clorox Venezuela discontinuing operations in September 2014, the Venezuelan government has continued to evolve its currency exchange mechanisms; however, these changes have not had a material impact on the Company’s financial results because the balance of net bolivar assets and liabilities on the local books of Clorox Venezuela was $0 as of both June 30, 2017 and 2016. As of June 30, 2017 and 2016, the local books of Clorox Venezuela carried a net asset position of $0. In addition, as of both June 30, 2017 and 2016, the Company held $0 of tax asset balances related to Clorox Venezuela in Corporate in the reconciliation of the results of the Company’s reportable segments to consolidated results.

NOTE 3. BUSINESSES ACQUIRED

On May 2, 2016, the Company acquired 100 percent of ReNew Life Holdings Corporation (RenewLife), a leading brand in digestive health. The amount paid was $290 funded through commercial paper. The amount paid of $290 represents the aggregate purchase price less cash acquired. The purchase of the RenewLife business reflects the Company’s strategy to acquire leading brands with attractive margins in growth categories. Results for RenewLife’s U.S. business are reflected in the Household reportable segment and results for RenewLife’s international business are reflected in the International reportable segment. Included in the Company’s results for fiscal year 2017 and 2016 was $130 and $21, respectively, of RenewLife’s global net sales.

joint venture. The assets and liabilities of RenewLifethe joint venture were recorded at their respective estimated fair value as of the acquisition date of the acquisition using U.S. GAAPgenerally accepted accounting principles for business combinations. The excess of the purchase price over the fair value of the net identifiable assets acquired was allocated to goodwill.goodwill in the International reportable segment in the amount of $208. The recorded goodwill is primarily reflectsattributable to the synergies expected to arise after the acquisition and reflected the value of expandingfurther growth anticipated in the Gulf region. None of the goodwill is deductible for tax purposes.

As a result of this transaction, the carrying value of the Company’s portfolio further intopreviously held equity investment was remeasured to fair value, and resulted in an $85 non-recurring, non-cash gain recorded in Other (income) expense, net in the healthconsolidated statement of earnings and wellness arena.adjusted in Other operating activities in the consolidated statement of cash flows for the first quarter of fiscal year 2021. The fair values of the noncontrolling interests and previously held equity interest were determined using the DCF method under the income approach. Under this approach, the Company estimated future cash flows and discounts these cash flows at a rate of return that reflected the entities’ relative risk.

B-36       THE CLOROX COMPANY- 2017 Proxy Statement

TableThe purchase price allocation was finalized during the second quarter of Contents

Appendix B

NOTE 3. BUSINESSES ACQUIRED (Continued)

fiscal year 2021. The following table summarizes the final purchase price allocation for the fair value of RenewLife’sthe joint venture’s assets acquired and liabilities assumed and the related deferred income taxes.taxes as of the acquisition date. The fair value of the assets acquired and liabilities assumed reflects the final insignificant measurement period adjustments related to goodwill, deferred income taxes and income taxes payable. The finite-lived intangibles acquired primarily represent the Company reacquiring previously licensed trademarks and customer relationships. The weighted-average estimated useful life of intangible assets subject to amortization is 15was 9 years.

RenewLife
Goodwill                  $137
Trademarks134
Customer relationships36
Property, plant and equipment3
Working capital, net40
Deferred income taxes(60)
Purchase Price$290
 
     Joint Venture
Goodwill$            208
Reacquired rights (included in Other intangible assets, net)138
Property, plant and equipment46
Customer relationships (included in Other intangible assets, net)10
Working capital, net (includes cash acquired of $26)34
Noncurrent liabilities net(5)
Deferred income taxes(19)
Total fair value of net assets412
Less: Fair value of noncontrolling interests(198)
Less: Fair value of previously held equity interest(103)
Total purchase consideration$111

Included in the Company’s results for both fiscal years 2022 and 2021 was $84 of net sales from the joint venture. Pro forma results reflecting the acquisitionthis transaction were not presented because it is not significant to the acquisition did not meet the threshold requirements for additional disclosure.Company’s consolidated financial results.

Continues on next page►

THE CLOROX COMPANY - 2022 Proxy Statement

A-41

Table of Contents

Appendix A

NOTE 4.3. INVENTORIES, NET

Inventories, net consisted of the following as of June 30:

2017        2016      2022     

2021

Finished goods              $363              $361$     593$     543
Raw materials and packaging119111191229
Work in process331611
LIFO allowances(26)(32)(40)(31)
Total$ 459$ 443
Total inventories, net760752
Non-current inventories, net (1)5—
Total current inventories, net$755$752
(1)Non-current inventories, net is recorded in Other assets.

The last-in, first-out (LIFO)LIFO method was used to value approximately 37%36% and 38%34% of inventories as of June 30, 20172022 and 2016,2021, respectively. The carrying values for all other inventories are determined on the first-in, first-out (FIFO)FIFO method. The effect on earnings of the liquidation of LIFO layers was insignificant for each of the fiscal years ended June 30, 2017, 20162022, 2021 and 2015.2020.

NOTE 5.4. PROPERTY, PLANT AND EQUIPMENT, NET

The components of property, plant and equipment, net, consisted of the following as of June 30:

2017       2016
Machinery and equipment            $1,696             $1,607
Buildings524524
Capitalized software costs371368
Land and improvements116118
Construction in progress130112
Computer equipment9588
Total2,9322,817
Less: Accumulated depreciation and amortization(2,001)(1,911)
Property, plant and equipment, net$931$906
 

Continues on next page►

THE CLOROX COMPANY- 2017 Proxy Statement

B-37

Table of Contents

NOTE 5. PROPERTY, PLANT AND EQUIPMENT, NET (Continued)

Included in Machinery and equipment above are $13 and $12 of capital leases as of June 30, 2017 and 2016, respectively. Accumulated depreciation for assets under capital leases was $8 and $3 as of June 30, 2017 and 2016, respectively.

Included in Land and improvements above are $3 and $3 of asset retirement obligations as of June 30, 2017 and 2016, respectively, for two leased properties. The liability of $0 and $1 incurred in fiscal year 2017 and 2016, respectively, was recorded in Other liabilities.

     2022     2021
Machinery and equipment$     2,215$     2,105
Buildings729707
Capitalized software costs389368
Land and improvements166148
Construction in progress249249
Computer equipment116107
Total3,8643,684
Less: Accumulated depreciation and amortization(2,530)(2,382)
Property, plant and equipment, net$1,334$1,302

Depreciation and amortization expense related to property, plant and equipment, net, was $153, $157$193, $179 and $157$166 in fiscal years 2017, 20162022, 2021 and 2015,2020, respectively, of which includes depreciation of assets under capital leases. This also includes$8, $6 and $5 were related to amortization of capitalized software, of $15, $16 and $19 in fiscal years 2017, 2016 and 2015, respectively.

During the second quarter of fiscal year 2017, the Company recognized a $21 non-cash charge related to impairing certain assets of the Company’s Aplicare business within the Cleaning reportable segment. The asset impairment charge primarily related to writing down Property, plant and equipment to fair value in connection with an updated valuation of the Aplicare business. Refer to Note 11 for further details.

Non-cash capital expenditures were $2, $10$6, $13 and $18 in$7 for fiscal years, 2017, 20162022, 2021 and 2015,2020, respectively. There were no significant asset retirement obligations recorded and included in Buildings above for both fiscal years 2022 and 2021.

A-42       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Appendix A

NOTE 6.5. GOODWILL, TRADEMARKS AND OTHER INTANGIBLE ASSETS

The changes in the carrying amount of goodwill by reportable segment for the fiscal years ended June 30, 20172022 and 20162021 were as follows:

GoodwillGoodwill
Cleaning     Household     Lifestyle     InternationalTotalHealth and
Wellness		HouseholdLifestyleInternationalTotal
Balance June 30, 2015      $323            $85            $244            $415            $1,067
Balance as of June 30, 2020     $       857     $     85     $     244     $            391     $  1,577
Acquisition—122—15137———208208
Goodwill impairment(228)———(228)
Effect of foreign currency translation———(7)(7)———1818
Balance June 30, 20163232072444231,197
Balance as of June 30, 2021$629$85$244$617$1,575
Effect of foreign currency translation———(1)(1)———(17)(17)
Balance June 30, 2017$323$207$244$422$1,196
Balance as of June 30, 2022$629$85$244$600$1,558

The changes in the carrying amount of trademarks and other intangible assets for the fiscal years ended June 30, 2022 and 2021 were as follows:

As of June 30, 2017As of June 30, 2016  
     Gross
carrying
amount		     Accumulated
amortization		     Net carrying
amount		     Gross
carrying
amount		     Accumulated
amortization		     Net
carrying
amount
Trademarks not subject to amortization   $645             $—          $645          $647            $—          $647 
Trademarks subject to amortization32239322210
Other intangible assets3582906835828078 
Total$1,035$313$722$1,037$302$735
 
As of June 30, 2022As of June 30, 2021
Gross
carrying
amount		Accumulated
amortization/
Impairments		Net carrying
amount		Gross
carrying
amount		Accumulated
amortization/
Impairments		Net carrying
amount
Trademarks with                              
indefinite lives$    668$              —$            668$    670$               —$            670
Trademarks with
finite lives573819603723
Other intangible
assets with finite lives577380197593368225
Total$1,302$418$884$1,323$405$918

Finite-lived intangible assets are amortized over their estimated useful lives, which range from 2 to 30 years. Amortization expense relating to the Company’s intangible assets was $10, $8$31, $32 and $12$14 for the years ended June 30, 2017, 20162022, 2021 and 2015,2020, respectively. Estimated amortization expense for these intangible assets is $9, $9, $9, $8$29, $28, $27, $27 and $7$27 for fiscal years 2018, 2019, 2020, 20212023, 2024, 2025, 2026 and 2022,2027, respectively.

During fiscal year 2016,2021, as a result of lower than expected actual and projected net sales growth and operating performance for the Vitamins, Minerals and Supplements (VMS) SBU, a strategic review was initiated by management that resulted in updated financial and operational plans. These events were considered a triggering event requiring interim impairment assessments to be performed on the VMS reporting unit, indefinite-lived trademarks and other assets. Based on the outcome of these assessments, the following pre-tax impairment charges were recorded during fiscal year 2021 within Goodwill, trademark and other asset impairments:

Continues on next page►

THE CLOROX COMPANY - 2022 Proxy Statement

A-43

Table of Contents

Appendix A

NOTE 5. GOODWILL, TRADEMARKS AND OTHER INTANGIBLE ASSETS (Continued)

VMS Impairment
     Charge
Goodwill$                    228
Trademarks, net93
Other intangible assets, net7
Property, plant and equipment, net1
Total$329

The impairment charges were a result of a higher level of competitive activity than originally assumed, accelerated declines in certain channels where the business was over-developed and higher than anticipated investments to grow the business, which adversely affected the assumptions used to determine the fair value of the respective assets held by the VMS reporting unit for growth and the estimates of expenses necessary to achieve that growth. These impairment charges were based on the Company’s estimates regarding the future financial performance of the VMS SBU and macroeconomic factors. In connection with recognizing these impairment charges, the Company recognized $9 of intangible asset impairment charges, of which $6tax benefits related to the Aplicare® trademarkimpairments of $62 due to the partial tax deductibility of these charges.

To determine the fair value of the VMS reporting unit, the Company used the DCF method under the income approach. Under this approach, the Company estimated the future cash flows of the VMS reporting unit and discounted these cash flows at a rate of return that reflected its relative risk. The other key estimates and factors used in the DCF method included, but were not limited to, net sales and expense growth rates, and a terminal growth rate.

To determine the estimated fair values of the VMS related indefinite-lived trademarks, which were included within the CleaningHealth and Wellness reportable segment. The Aplicare® trademarksegment, the Company used the relief from royalty income approach. This approach required significant judgments in determining the royalty rates and the assets’ estimated cash flows as well as the appropriate discount rates applied to those cash flows to determine fair value.

Additionally during fiscal year 2021, an impairment charge of $14 was recognized based on the anticipated impact on future resultsrecorded within Cost of products sold related to other intangible assets with finite lives that were no longer expected to be recoverable due to a pending exit from a competitive market entrant.Professional Products SBU supplier relationship. The remaining carrying value of these assets was $0 following the impairment charge.

B-38       THE CLOROX COMPANY- 2017 Proxy Statement

TableNo other significant impairments were identified as a result of Contents

Appendix Bthe Company’s impairment reviews during fiscal year 2021 and no significant impairments were identified during fiscal year 2022 or fiscal year 2020.

NOTE 7.6. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities consisted of the following as of June 30:

2017      2016       2022     2021
Accounts payable        $501        $490 $     960$     930
Compensation and employee benefit costs162192176219
Trade and sales promotion117127 
Trade and sales promotion costs199227
Dividends11610819162
Other109118 115137
Total$1,005$1,035$1,469$1,675

A-44       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Appendix A

NOTE 8.7. DEBT

Short-term borrowings

Notes and loans payable whichare borrowings that mature in less than one year, includedprimarily consisting of U.S. commercial paper issued by the followingCompany and borrowings under the Company’s revolving credit agreements. Notes and loans payable were $237 and $0 as of June 30:30, 2022 and 2021, respectively.

20172016  
Commercial paper              $403              $522 
Foreign borrowings11
Total$404$523 
   

The weighted average interest rates incurred on average outstanding notes and loans payable during the fiscal years ended June 30, 2017, 20162022, 2021, and 2015,2020, including fees associated with the Company’s undrawn revolving credit facility,agreements, were 1.21%0.54%, 1.10%0% and 2.05%,2.49% respectively. The weighted average effective interest rates on commercial paper balances as ofCompany had no material outstanding notes and loans payable during the fiscal year ended June 30, 2017 and 2016 were 1.33% and 0.82%, respectively.2021.

Long-term borrowings

Long-term debt, carried at face value net of unamortized discounts, premiums and debt issuance costs, included the following as of June 30:

     2017     2016       2022     2021
Senior unsecured notes and debentures:  
5.95%, $400 due October 2017                 $400     $400
3.80%, $300 due November 2021298297 $     —$     300
3.05%, $600 due September 2022596596—599
3.50%, $500 due December 2024497496 —498
3.10%, $400 due October 2027398398
3.90%, $500 due May 2028497497
4.40%, $500 due May 2029493—
1.80%, $500 due May 2030494492
4.60%, $600 due May 2032592—
Total1,7911,7892,4742,784
Less: Current maturities of long-term debt(400)— —300
Long-term debt(1)$1,391$1,789
Long-term debt$2,474$2,484

In May 2022, the Company issued $1,100 in senior notes, including $500 of senior notes with an annual fixed interest rate of 4.40%, payable semi-annually in May and November, final maturity in May 2029 that carry an effective rate of 3.89% (May 2029 senior notes), which includes the impact from the settlement of interest rate contracts in May 2022, and $600 of senior notes with an annual fixed rate of 4.60%, payable semi-annually in May and November, final maturity in May 2032 that carry an effective rate of 3.25% (May 2032 senior notes), which includes the impact from the settlement of interest rate contracts in May 2022. The notes rank equally with all of the Company’s existing senior indebtedness. Proceeds from the senior notes were used to redeem prior to maturity $600 of senior notes with an annual fixed interest rate of 3.05% due in September 2022 and $500 of senior notes with an annual fixed interest rate of 3.50% due in December 2024, which were redeemed in June 2022 prior to their maturities, and for general corporate purposes. In connection with the redemption prior to maturity of the $500 of senior notes due in December 2024, the Company recorded a loss on the early extinguishment of debt of $13, which is included in Interest expense in the Consolidated Statement of Earnings, representing the difference paid in cash between the redemption price and the carrying amount of the debt extinguished of $5 and the accelerated amortization of losses on settlement of interest rate contracts and issuance costs associated with the debt extinguished of $8.

Continues on next page►

(1)THE CLOROX COMPANY - 2022 Proxy Statement

Prior year amounts have been retrospectively adjusted to conform to the current year presentation of debt issuance costs required by ASU No. 2015-03, "Simplifying the Presentation of Debt Issuance Costs." See Note 1 for details.

A-45

Table of Contents

Appendix A

NOTE 7. DEBT (Continued)

In November 2021, $300 of the Company’s senior notes with annual fixed interest rate of 3.80% became due and were repaid using commercial paper borrowings.

The weighted average interest rates incurred on average outstanding long-term debt during the fiscal years ended June 30, 2017, 20162022, 2021 and 2015,2020, were 4.41%3.25%, 4.37%3.49% and 4.44%3.75%, respectively. The weighted average effective interest rates on long-term debt balances as of both June 30, 20172022 and 2016 was 4.41%.2021 were 3.37% and 3.49%, respectively.

Long-term debt maturities as of June 30, 2017, are $400,2022, were $0 $0, $0, $300 and $1,100 in fiscal years 2018, 2019, 2020, 2021, 20222023 through 2027, and thereafter, respectively.

In October 2017, $400 of the Company’s senior notes with an annual fixed interest rate of 5.95%, are due for repayment.

Continues on next page►

THE CLOROX COMPANY- 2017 Proxy Statement

B-39

Table of Contents$2,500 thereafter.

NOTE 8. DEBT (Continued)Credit arrangements

In November 2015, $300 of the Company’s senior notes with an annual fixed interest rate of 3.55% became due and were repaid using commercial paper borrowings and cash on hand.

In January 2015, $575 of the Company’s senior notes with an annual fixed interest rate of 5.00% became due and were repaid using the net proceeds from the December 2014 debt issuance and commercial paper borrowings.

In December 2014, the Company issued $500 of senior notes with an annual fixed interest rate of 3.50%. The notes carry an effective interest rate of 4.10%, which includes the impact from the settlement of interest rate forward contracts in December 2014 (see Notes 10). The notes rank equally with all of the Company’s existing senior indebtedness.

The Company’s borrowing capacity under other financing arrangements as of June 30 was as follows:

      2017     2016  
Revolving credit facility        $1,100        $1,100 
Foreign and other credit lines2928
Total$1,129$1,128 
       

On February 8, 2017,March 25, 2022, the Company entered into a new $1,100$1,200 revolving credit agreement (the Credit Agreement) that matures in February 2022.March 2027. The Credit Agreement replaced a prior $1,100$1,200 revolving credit agreement (the Prior Credit Agreement) in place since October 2014. NoNovember 2019. The Credit Agreement changed the interest rate benchmark used as a reference rate for borrowings under the Credit Agreement from the London Interbank Offered Rate (LIBOR) to the secured overnight financing rate (SOFR). The Company did not incur any termination fees or penalties were incurred in connection with entering the Company’snew agreement, which was considered a debt modification. There were no borrowings under either the Credit Agreement or the Prior Credit Agreement as of June 30, 20172022 and 2016June 30, 2021, respectively, and the Company believes that borrowings under the new Credit Agreement are and will continue to be available for general businesscorporate purposes. The Credit Agreement includes certain restrictive covenants and limitations consistent with the previous agreement, with which the Company was in compliance as of June 30, 2017.2022 and June 30, 2021.

The Company’s borrowing capacity under the revolving credit agreements and other financing arrangements as of June 30 was as follows:

20222021
Revolving credit facility     $    1,200     $    1,200
Foreign and other credit lines3435
Total$1,234$1,235

Of the $29$34 of foreign and other credit lines as of June 30, 2017, $52022, $4 was outstanding and the remainder of $24$30 was available for borrowing. Of the $28$35 of foreign and other credit lines as of June 30, 2016,2021, $5 was outstanding and the remainder of $23$30 was available for borrowing.

NOTE 9.8. OTHER LIABILITIES

Other liabilities consisted of the following as of June 30:

     2017     2016  20222021
Venture agreement terminal obligation, net          $317          $302 
Venture Agreement terminal obligation, net     $    468     $    432
Employee benefit obligations298335263330
Taxes4240 1923
Environmental liabilities2324
Other1131071825
Total$770$784 $791$834
  

A-46       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Appendix A

NOTE 8. OTHER LIABILITIES (Continued)

Venture Agreement

The Company has an agreement with The Procter & Gamble Company (P&G) for the Company’s Glad®bags and wraps business. In connection with this agreement, P&G provides research and containersdevelopment (R&D) support to the Glad business. As of June 30, 20172022 and 2016,2021, P&G had a 20% interest in the venture. The Company pays a royalty to P&G for its interest in the profits, losses and cash flows, as contractually defined, of the Glad®business, which is included in Cost of products sold. In December 2017, the Company and P&G extended the term of the agreement and the related R&D support provided by P&G. The agreement with P&Gterm will expire in January 20232026, unless the parties agree, on or prior to January 2018,31, 2025, to further extend the term of the agreement for another 10seven years or agree to take some other relevant action. The agreement can be terminated under certain circumstances, including at P&G’s option upon a change in control of the Company or, at either party’s option, upon the sale of the Glad® business by the Company.

B-40       THE CLOROX COMPANY- 2017 Proxy Statement

Table of Contents

Appendix B

NOTE 9. OTHER LIABILITIES (Continued)

Upon termination of the agreement, the Company is required to purchase P&G’s 20% interest for cash at fair value as established by predetermined valuation procedures. As of June 30, 2017,2022, the estimated fair value of P&G’s interest was $458,$635, of which $ 317$468 has been recognized and is reflected in Other liabilities as noted in the table above. The difference between the estimated fair value and the amount recognized, and any future changes in the fair value of P&G’s interest, is charged to Cost of products sold in accordance with the effective interest method over the remaining life of the agreement. Following termination, the Glad® business will retain the exclusive core intellectual property licenses contributed by P&G on a royalty-free basis for the licensed products marketed.

Deferred Gain on Sale-leaseback Transaction

In December 2012, the Company completed a sale-leaseback transaction under which it sold its general office building in Oakland, California to an unrelated third party for net proceeds of $108 and entered into a 15-year operating lease agreement with renewal options with the buyer for a portion of the building. The Company deferred recognition of the portion of the total gain on the sale that was equivalent to the present value of the lease payments and will continue to amortize such amount to earnings ratably over the lease term. As of June 30, 2017 and 2016, the long-term portion of the deferred gain of $33 and $36, respectively, was included in Other as noted in the table above.

NOTE 10.9. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Financial Risk Management and Derivative Instruments

The Company is exposed to certain commodity, foreign currency and interest rate risks related to its ongoing business operations and uses derivative instruments to mitigate its exposure to these risks.

Commodity Price Risk Management

The Company may use commodity exchange tradedexchange-traded futures and over-the-counter swap contracts, which are generally no longer than 2 years, to fix the price of a portion of its forecasted raw material requirements. Commodity purchase contracts are measured at fair value using market quotations obtained from the Chicago Board of Trade commodity futures exchange and commodity derivative dealers.

As of June 30, 2017,2022, the notional amount of commodity derivatives was $26,$27, of which $14$18 related to soybean oil futures used for the Food products business and $9 related to jet fuel swaps used for the charcoal business and $12 related to soybean oil futures used for the foodGrilling business. As of June 30, 2016,2021, the notional amount of commodity derivatives was $30,$32, of which $16$23 related to soybean oil futures and $9 related to jet fuel swaps and $14 related to soybean oil futures.swaps.

Foreign Currency Risk Management

The Company may also enter into certain over-the-counter derivative contracts to manage a portion of the Company’s forecasted foreign currency exposure associated with the purchase of inventory. These foreign currency contracts generally have durations of no longer than 2 years. The foreign exchange contracts are measured at fair value using information quoted by foreign exchange dealers.

The notional amounts of outstanding foreign currency forward contracts used by the Company’s subsidiaries to hedge forecasted purchases of inventory were $49$31 and $84,$70, respectively, as of June 30, 20172022 and 2016.2021.

Continues on next page►

THE CLOROX COMPANY - 2022 Proxy Statement

A-47

Table of Contents

Appendix A

NOTE 9. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)

Interest Rate Risk Management

The Company may enter into over-the-counter interest rate forward contracts to fix a portion of the benchmark interest rate prior to the anticipated issuance of fixed rate debt or to manage the Company’s leveldebt. These interest rate contracts generally have durations of fixed and floating rate debt.less than 3 years. The interest rate contracts are measured at fair value using information quoted by U.S. government bond dealers.

THE CLOROX COMPANY- 2017 Proxy Statement

B-41

TableThe notional amounts of Contents

NOTE 10. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)

During fiscal year 2015, the Company paid $25 to settleCompany’s outstanding interest rate forward contracts related to the December 2014 issuance of $500 in senior notes. The settlement payments are reflected as operating cash flows in the consolidated statements of cash flows for the fiscal year ended June 30, 2015. The loss is reflected in Accumulated other comprehensive net loss on the consolidated balance sheetswere $0 and $300, respectively, as of June 30, 20172022 and 2016,2021. During fiscal year 2022, the Company entered into an additional $650 of interest rate contracts. All contracts represented interest rate swap lock agreements to manage the exposure to interest rate volatility associated with future interest payments on forecasted debt issuance, and were terminated in May 2022 upon issuance of $1,100 in senior notes (See Note 7). These contracts resulted in a $114 gain recorded in Other comprehensive (loss) income, comprised of $25 attributable to the May 2029 senior notes and $89 attributable to the May 2032 senior notes, which is being amortized into Interest expense onin the consolidated statement of earnings over the 7-year and 10-year term of the notes.

The Company had no outstanding interest rate forward contracts as of June 30, 2017 and 2016.

Commodity, Foreign Exchange and Interest Rate and Foreign Exchange Derivatives

The Company designates its commodity forward and futurefutures contracts for forecasted purchases of raw materials, interest rate forward contracts for forecasted interest payments, and foreign currency forward contracts for forecasted purchases of inventory, and interest rate contracts for forecasted interest payments as cash flow hedges.

The effects of derivative instruments designated as hedging instruments on Other comprehensive (loss) income (loss) and Net earnings were as follows during the fiscal years ended June 30:

Gains (losses)
recognized in Other
comprehensive
income		Gains (losses) recognized in
Other comprehensive (loss) income
     2017      2016      2015 202220212020
Commodity purchase derivative contracts$(3)     $(4)     $(13)     $     17        $     21         $     (7)
Foreign exchange derivative contracts(1)(3)71——
Interest rate derivative contracts——(12)89232
Total$(4)$(7)$(18)$107$44$(5)

Gains (losses)
reclassified from
Accumulated
other comprehensive
loss and recognized
in Net earnings		Location of gains
(losses) reclassified
from Accumulated other
comprehensive net (loss)
income into Net earnings		Gains (losses) reclassified from
Accumulated other comprehensive
net (loss) income and recognized
in Net earnings
2017 2016     2015 202220212020
Commodity purchase derivative contracts$(2)     $(13

)

 $(5)     Cost of products sold     $    23         $    1         $    (4)
Foreign exchange derivative contracts(3)13Cost of products sold———
Interest rate derivative contracts(6)(6)(5)Interest expense(9)(6)(6)
Total$(11)$(18)

$(7)$14$(5)$(10)

A-48       

THE CLOROX COMPANY - 2022 Proxy Statement


The gains (losses) reclassified from Accumulated other comprehensive net losses and recognized in Net earnings during the fiscal years ended June 30, 2017, 2016 and 2015, for commodity purchase and foreign exchange derivative contracts were included in CostTable of products sold, and for interest rate derivative contracts were included in Interest expense.Contents

Appendix A

NOTE 9. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)

The estimated amount of the existing net gain (loss) in Accumulated other comprehensive lossesnet (loss) income as of June 30, 2017, which2022 that is expected to be reclassified into Net earnings within the next twelve months is $(8). Gains and losses on derivative instruments representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in Net earnings. During each of the fiscal years ended June 30, 2017, 2016 and 2015, hedge ineffectiveness was not significant.

B-42       THE CLOROX COMPANY- 2017 Proxy Statement

Table of Contents

Appendix B

NOTE 10. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)$22.

Counterparty Risk Management and Derivative Contract Requirements

The Company utilizes a variety of financial institutions as counterparties for over-the counterover-the-counter derivative instruments. The Company enters into agreements governing the use of over-the-counter derivative instruments and sets internal limits on the aggregate over-the-counter derivative instrument positions held with each counterparty. Certain terms of these agreements require the Company or the counterparty to post collateral when the fair value of the derivative instruments exceeds contractually defined counterparty liability position limits. Of the over-the-counter derivative instruments in liability positions held as of both June 30, 20172022 and June 30, 2016 $1 and $4, respectively,2021, $0 contained such terms. As of both June 30, 20172022 and 2016,2021, neither the Company nor any counterparty was required to post any collateral as no counterparty liability position limits were exceeded.

Certain terms of the agreements governing the Company’s over-the-counter derivative instruments require the credit ratings, as assigned by Standard & Poor’s and Moody’s to the Company and its counterparties, to remain at a level equal to or better than the minimum of an investment grade credit rating. If the Company’s credit ratings were to fall below investment grade, the counterparties to the derivative instruments could request full collateralization on derivative instruments in net liability positions. As of both June 30, 20172022 and 2016,2021, the Company and each of its counterparties had been assigned investment grade ratings by both Standard & Poor’s and Moody’s.

Certain of the Company’s exchange-traded futures contracts used for commodity price risk management include requirements for the Company to post collateral in the form of a cash margin account held by the Company’s broker for trades conducted on that exchange. As of June 30, 20172022 and 2016,2021, the Company maintained cash margin balances related to exchange-traded futures contracts of $1 and $1,$0, respectively, which are classified as Prepaid expenses and other current assets on the consolidated balance sheets.

Trust Assets

The Company has heldholds interests in mutual funds and cash equivalents as part of trust assets related to its nonqualified deferred compensation plans. The participants in the nonqualified deferred compensation plans, who are the Company’s current and former employees, may select among certain mutual funds in which their compensation deferrals are invested in accordance with the terms of the plan and within the confines of the trusts, which hold the marketable securities. The trusts represent variable interest entities for which the Company is considered the primary beneficiary, and, therefore, trust assets are consolidated and included in Other assets in the consolidated balance sheets. The gains and losses on the trust assets are recorded in Other (income) expense, net in the consolidated statement of earnings. The interests in mutual funds are measured at fair value using quoted market prices. The Company has designated these marketable securities as trading investments.

As of June 30, 2017,2022, the valuebalance of the trust assets related to the Company’s nonqualified deferred compensation plans increaseddecreased by $ 20$17 as compared to June 30, 2016, primarily due to current year employees’ contributions to these plans.2021.

Continues on next page►

THE CLOROX COMPANY - 2022 Proxy Statement

A-49

Table of Contents

Appendix A

NOTE 9. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)

Fair Value of Financial Instruments

Financial assets and liabilities measured at fair value on a recurring basis in the consolidated balance sheets are required to be classified and disclosed in one of the following three categories of the fair value hierarchy:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs reflecting the reporting entity’s own assumptions.

As of June 30, 20172022 and 2016,2021, the Company’s financial assets and liabilities that were measured at fair value on a recurring basis during the period included derivative financial instruments, which were classified as either Level 1 or Level 2, and trust assets to fund the Company’s nonqualified deferred compensation plans, which were classified as Level 1.

All of the Company’s derivative instruments qualify for hedge accounting. The following table provides information about the balance sheet classification and the fair values of the Company’s derivative instruments:

20222021
Balance sheet
classification		Fair value
hierarchy
level		Carrying
Amount		Estimated
Fair
Value		Carrying
Amount		Estimated
Fair
Value
Assets                              
Commodity purchase futures contractsPrepaid expenses and other current assets1$—$—$5$5
Commodity purchase swaps contractsPrepaid expenses and other current assets26644
Foreign exchange forward contractsAccounts payable and accrued liabilities211——
Interest rate contractsOther assets2——2424
$7$7$33$33
Liabilities
Commodity purchase futures contracts Accounts payable and accrued liabilities1$1$1$—$—
$1$1$—$—

Continues on next pageA-50       ►

THE CLOROX COMPANY- 20172022 Proxy Statement

B-43

Table of Contents

Appendix A

NOTE 10.9. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)

The following table summarizesprovides information about the balance sheet classification and the fair valuevalues of the Company’s other assets and liabilities for which disclosure of fair value is required as of June 30:required:

     Balance sheet
classification		     Fair value
hierarchy
level		     2017     2016
Carrying
Amount		     Estimated
Fair
Value		Carrying
Amount		     Estimated
Fair
Value
Assets
Investments including money market fundsCash and cash equivalents(a)1       $221       $221       $234       $234  
Time depositsCash and cash equivalents(a)21151157979
Commodity purchase futures contractsPrepaid expenses and other
current assets		1——11
Commodity purchase swaps contractsPrepaid expenses and other
current assets		211——
Foreign exchange forward contractsPrepaid expenses and other
current assets		2——11
Commodity purchase swaps contractsOther assets2——11
Trust assets for nonqualified deferred
compensation plans		Other assets172725252
$409$409$368$368
Liabilities
Notes and loans payableNotes and loans payable(b)2$404$404$523$523
Commodity purchase swaps contractsAccounts payable and
accrued liabilities		21111
Foreign exchange forward contractsAccounts payable and
accrued liabilities		21144
Current maturities of long-term debt and
Long-term debt		Current maturities of long- term
debt and Long-term debt(c)		21,7911,8551,7891,922
$2,197$2,261$2,317$2,450
 
2022 2021
  Balance sheet
classification		  Fair value
hierarchy
level		 Carrying
Amount		  Estimated
Fair
Value		  Carrying
Amount		  Estimated
Fair
Value
Assets
Interest-bearing investments,
including money market funds		Cash and cash
equivalents (1)		1$     86$     86 $     196$     196
Time depositsCash and cash
equivalents (1)		2441111
Trust assets for nonqualified
deferred compensation plans		Other assets1119119136136
      $209 $209 $343 $343
Liabilities
Notes and loans payable

Notes and loans
payable (2)

2$237$237 $—$—
Current maturities of
long-term debt and
Long-term debt		Current maturities of
long- term debt and
Long-term
debt (3)		22,4742,3862,7842,963
$2,711$2,623 $2,784$2,963
(a)(1)Cash and cash equivalents are composed of time deposits and other interest bearinginterest-bearing investments, including money market funds with original maturity dates of 90 days or less. Cash and cash equivalents are recorded at cost, which approximates fair value.
(b)(2)Notes and loanloans payable isare composed of U.S.outstanding U. S. commercial paper balances and/or other similar short-term debts issued by non-U.S. subsidiaries,amounts drawn on the Company’s credit agreements, all of which are recorded at cost, which approximates fair value.
(c)(3)Current maturities of long-term debt and Long-term debt are recorded at cost. The fair value of Long-term debt, including current maturities, was determined using secondary market prices quoted by corporate bond dealers, and is classified as Level 2.

B-44       THE CLOROX COMPANY- 2017Furthermore, impairment charges of $343 were recorded during the fiscal year 2021, of which $228, $93, and $22 related to goodwill, certain indefinite-lived trademarks and other assets, respectively. These adjustments were included as non-cash charges in the consolidated statement of earnings. The non-recurring fair values utilized included unobservable Level 3 inputs based on management’s best estimates and assumptions. See Note 5 for additional information.

Continues on next page►

THE CLOROX COMPANY - 2022 Proxy Statement

A-51

Table of Contents

Appendix BA

NOTE 11.10. OTHER CONTINGENCIES, GUARANTEES AND GUARANTEESCOMMITMENTS

Contingencies

The Company is involved in certain environmental matters, including response actions at various locations. The Company had recorded liabilities totaling $28 and $14 as of both June 30, 20172022 and June 30, 2016, respectively,2021 for its share of aggregate future remediation costs related to these matters.

One matter, which accounted for $14 and less than $1 of the recorded liability as of both June 30, 20172022 and June 30, 2016, respectively,2021, relates to environmental costs associated with one of the Company’s former operations at a site located in Alameda County, California. In November 2016, at the request of regulators and with the assistance of environmental consultants, the Company submitted a Feasibility Study that evaluated various options for managing the site and included estimates of the related costs. As a result,Following further discussions with the regulators in 2017, the Company recorded in Other (income) expense, net an undiscounted liability for costs estimated to be incurred over a 30-year period, based on one of the option recommendedoptions in the Feasibility Study. However,In September 2021, as a result of ongoingan additional study and further discussions with regulators, in June 2017 the Company increased itssubmitted a Soil Vapor Intrusion Report to the regulators, which has not resulted in a change to the recorded liability to $14, which reflects anticipated costs to implement additional remediation measures at the site.liability. While the Company believes its latest estimate isestimates of remediation costs are reasonable, the ultimate remediation requirements are not yet finalized and the regulators could require the Company to implement one of the other options evaluated in the Feasibility Study, withremediation actions for a longer period or take additional actions, which could include estimated undiscounted costs of up to approximately $28 over an estimated 30-year period, or require the Company to take otherdifferent actions and incur costs not included in the study.additional costs.

Another matter in Dickinson County, Michigan, at the site of one of the Company’s former operations for which the Company is jointly and severally liable, accounted for $12$9 and $11$10 of the recorded liability as of June 30, 20172022 and June 30, 2016,2021, respectively. This amount reflects the Company’s agreement to be liable for 24.3% of the aggregate remediation and associated costs for this matter pursuant to a cost-sharing arrangement with a third party. If the third party is unable to pay its share of the response and remediation obligations, the Company may be responsible for such obligations. With the assistance of environmental consultants, the Company maintains an undiscounted liability representing its current best estimate of its share of the capital expenditures, maintenance and other costs that may be incurred over an estimated 30 -year30-year remediation period. Although it is reasonably possible that the Company’s exposure may exceed the amount recorded for the Dickinson County matter, any amount of such additional exposures, or range of exposures, is not estimable at this time.

The Company’s estimated losses related to these matters are sensitive to a variety of uncertain factors, including the efficacy of any remediation efforts, changes in any remediation requirements and the future availability of alternative clean-up technologies.

The Company is subject to various legal proceedings, claims and other loss contingencies, including, without limitation, loss contingencies relating to contractual arrangements (including costs connected to the transition and unwinding of certain supply and manufacturing relationships), product liability, patents and trademarks, advertising, labor and employment, environmental, health and safety and other matters. With respect to these proceedings, claims and other loss contingencies, while considerable uncertainty exists, in the opinion of management at this time, the ultimate disposition of these matters, to the extent not previously provided for, will not have a material adverse effect, either individually or in the aggregate, on the Company’s consolidated financial statements taken as a whole.

A-52       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Appendix A

NOTE 10. OTHER CONTINGENCIES, GUARANTEES AND COMMITMENTS (Continued)

Guarantees

In conjunction with divestitures and other transactions, the Company may provide typical indemnifications (e.g., indemnifications for representations and warranties and retention of previously existing environmental, tax and employee liabilities) that have terms that vary in duration and in the potential amount of the total obligation and, in many circumstances, are not explicitly defined. The Company has not made, nor does it believe that it is probable that it will make, any material payments relating to its indemnifications, and believes that any reasonably possible payments would not have a material adverse effect, either individually or in the aggregate, on the Company’s consolidated financial statements taken as a whole.

The Company had not recorded any material liabilities on the aforementioned guarantees as of June 30, 20172022 and 2016.2021.

The Company was a party to lettersa letter of credit of $10$14 as of both June 30, 20172022 and 2016,$11 as of June 30, 2021, primarily related to one of its insurance carriers, of which $0 had been drawn upon.

Continues on next page►

THE CLOROX COMPANY- 2017 Proxy Statement

B-45

Table of Contents

NOTE 11. OTHER CONTINGENCIES AND GUARANTEES (Continued)

Other Matters

During the second quarter of fiscal year 2017, the Company recognized a $21 non-cash charge related to impairing certain assets of the Company’s Aplicare business within the Cleaning reportable segment. The asset impairment charge was recorded to Other (income) expense, net, and primarily related to writing down Property, plant and equipment to fair value in connection with an updated valuation of the Aplicare business. Such updated valuation took into account proposed actions that the Company planned to take in response to a December 2016 FDA warning letter that focused on the validation of Aplicare’s sterilization process as well as quality controls and environmental monitoring for Aplicare’s povidone-iodine products. The Aplicare business, which represents slightly less than 1% of the Company’s net sales, is a business primarily focused on providing skin antisepsis products to health care institutions. While the Company continues to believe in the value of the processes that Aplicare has used for the past 30 years, the Company may have additional future charges as it continues to address the warning letter and explores a range of various strategic alternatives for the Aplicare business, including a sale of the business. For the fiscal year ended June 30, 2017, the Aplicare business had net sales of $46 and insignificant net earnings excluding the $21 non-cash impairment charge recorded in the second quarter of fiscal year 2017. As of June 30, 2017, the Aplicare business had net assets of $15.

NOTE 12. LEASES AND OTHER COMMITMENTS

The Company leases various property, plant, and equipment including office, warehousing, manufacturing and research and development facilities, in addition to certain manufacturing and information technology equipment. The Company expects that, in the normal course of business, existing contracts will be renewed or replaced by other leases. Rental expense for all operating leases was $84, $77 and $76 in fiscal years 2017, 2016 and 2015, respectively.

The future minimum annual lease payments required under the Company’s existing non-cancelable operating and capital lease agreements as of June 30, 2017, were as follows:

Year     Operating
leases		     Capital
leases
2018       $52       $2  
2019461
202041—
202137—
202232—
Thereafter137—
Total$345$3
 

B-46       THE CLOROX COMPANY- 2017 Proxy Statement

Table of Contents

Appendix B

NOTE 12. LEASES AND OTHER COMMITMENTS (Continued)Commitments

The Company is also a party to certain purchase obligations, which are defined as purchase agreements that are enforceable and legally binding and that contain specified or determinable significant terms, including quantity, price and the approximate timing of the transaction. For purchase obligations subject to variable price and/or quantity provisions, an estimate of the price and/or quantity must be made. Examples of the Company’s purchase obligations include contracts to purchase raw materials, commitments to contract manufacturers, commitments for information technology and related services, advertising contracts, capital expenditure agreements, software acquisition and license commitments and service contracts. The Company enters into purchase obligations based on expectations of future business needs. For purchase obligations subject to variable price and/or quantity provisions, an estimate of the price and/or quantity has been made. Many of these purchase obligations are short term in nature and are flexible to allow for changes in the Company’s business and related requirements. As of June 30, 2017,2022, the Company’s purchase obligations by purchase date were approximately as follows:

Year       Purchase
Obligations
2018           $158  
201970
202036
202120
202213
Thereafter21
Total$318
 
Year     Purchase
Obligations
2023$186
2024127
202573
202635
202712
Thereafter23
Total$456

NOTE 13. STOCKHOLDERS’ EQUITY11. LEASES

The Company has two share repurchase programs: an open-market purchase program with an authorized aggregate purchase amountleases various property, plant and equipment, including office, warehousing, manufacturing and research and development facilities and equipment. These leases have remaining lease terms of up to $750, all35 years, inclusive of which was available for share repurchases as of both June 30, 2017 and 2016, and a programrenewal or termination options that the Company is reasonably certain to offset the anticipated impact of share dilution related to share-based awards (the Evergreen Program), which has no authorization limit as to amountexercise. The Company’s lease agreements do not contain any material residual value guarantees or timing of repurchases. There were no share repurchases under the open-market purchase program during the fiscal years ended June 30, 2017, 2016 and 2015.material restrictive covenants.

Share repurchases under the Evergreen Program were as follows during the fiscal years ended June 30:

20172016     2015
       Amount     Shares
(in 000’s)		       Amount       Shares
(in 000’s)		       Amount       Shares
(in 000’s)		  
Evergreen Program     $1891,505     $2542,151     $4344,016
 

Dividends per share declared and paid, respectively, during the fiscal years ended June 30 were as follows:

       2017       2016       2015
Dividends per share declared$3.24$3.11     $2.99  
Dividends per share paid3.203.082.96

Continues on next page►
 

THE CLOROX COMPANY- 20172022 Proxy Statement

B-47A-53

Table of Contents

Appendix A

NOTE 13.11. LEASES (Continued)

Supplemental balance sheet information related to the Company’s leases as of June 30 was as follows:

     Balance sheet classification     2022     2021
Operating leases
Right-of-use assetsOperating lease right-of-use assets$     342$     332
Current lease liabilitiesCurrent operating lease liabilities$78$81
Non-current lease liabilitiesLong-term operating lease liabilities314301
Total operating lease liabilities$392$382
 
Finance leases
Right-of-use assetsOther assets$18$19
Current lease liabilities

Accounts payable and accrued
liabilities

$6$5
Non-current lease liabilitiesOther liabilities1315
Total finance lease liabilities$19$20

Components of lease cost were as follows for the fiscal years ended June 30:

     2022     2021
Operating lease cost$     83$     73
Finance lease cost:
Amortization of right-of-use assets$94
Interest on lease liabilities1—
Total finance lease cost$10$4
Variable lease cost$80$39
Short term lease cost$6$2

Supplemental cash flow information and non-cash activity related to the Company’s leases were as follows during fiscal years ended June 30:

     2022     2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases, net$     84$     75
Operating cash flows from finance leases1—
Financing cash flows from finance leases93
Right-of-use assets obtained in exchange for lease obligations:
Operating leases$94$106
Finance leases187

A-54       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Appendix A

NOTE 11. LEASES (Continued)

Weighted-average remaining lease term and discount rate for the Company’s leases were as follows as of fiscal year ended June 30:

2022
Weighted-average remaining lease term:
Operating leases6 years
Finance leases4 years
Weighted-average discount rate:
Operating leases2.4%
Finance leases4.1%

Maturities of lease liabilities by fiscal year for the Company’s leases as of June 30, 2022 were as follows:

Year     Operating
leases		     Finance
leases
2023$       80$     7
2024785
2025673
2026552
2027451
Thereafter1012
Total lease payments$426$20
Less: Imputed interest(34)(1)
Total lease liabilities$392$19

Operating and finance lease payments presented in the table above exclude $39 and $0, respectively, of minimum lease payments signed but not yet commenced as of June 30, 2022.

On May 25, 2022, the Company completed an asset sale-leaseback transaction on a plant in Ontario, Canada. The Company received proceeds of $16, net of selling costs, which had a carrying value of $2, and resulted in a $14 gain on the transaction which was recognized in Other (income) expense, net. The leaseback is accounted for as an operating lease. The term of the lease is 10 years, with the option to terminate the lease at 7 years.

NOTE 12. STOCKHOLDERS' EQUITY

On November 18, 2020 the Company retired 28 million shares of its treasury stock. These shares are now authorized but unissued. There was no effect on the Company’s overall equity position as a result of the retirement.

Dividends per share paid to Clorox stockholders during the fiscal years ended June 30 were as follows:

     2022     2021     2020
Dividends per share paid$     4.64$     4.44$     4.24

Continues on next page►

THE CLOROX COMPANY - 2022 Proxy Statement

A-55

Table of Contents

Appendix A

NOTE 12. STOCKHOLDERS’ EQUITY (Continued)

On July 12, 2022, a cash dividend was declared in the amount of $1.18 per share payable on August 12, 2022 to common stockholders of record as of the close of business on July 27, 2022.

Accumulated Other Comprehensive Net (Losses)(Loss) Income

Changes in Accumulated other comprehensive net (losses)(loss) income attributable to Clorox by component were as follows for the fiscal years ended June 30:

     Foreign
currency
translation
adjustments		     Net
unrealized
gains
(losses) on
derivatives		     Pension and
postretirement
benefit
adjustments		     Accumulated
other
comprehensive
(losses) income
Balance June 30, 2014                   $(246)                  $(39)                  $(132)                  $(417)
Other comprehensive income (loss) before reclassifications(92)(18)(29)(139)
Amounts reclassified from Accumulated other comprehensive
net losses		—7—7
Recognition of deferred foreign currency translation loss30——30
Income tax benefit (expense)8(3)1217
Net current period other comprehensive income (loss)(54)(14)(17)(85)
Balance June 30, 2015(300)(53)(149)(502)
Other comprehensive income (loss) before reclassifications(43)(7)(38)(88)
Amounts reclassified from Accumulated other comprehensive
net losses		—18—18
Income tax benefit (expense)(10)(2)142
Net current period other comprehensive income (loss)(53)9(24)(68)
Balance June 30, 2016(353)(44)(173)(570)
Other comprehensive income (loss) before reclassifications(3)(4)2720
Amounts reclassified from Accumulated other comprehensive
net losses		—11920
Income tax benefit (expense)——(13)(13)
Net current period other comprehensive income (loss)(3)72327
Balance June 30, 2017$(356)$(37)$(150)$(543)
 
     Foreign
currency
translation
adjustments		     Net
unrealized
gains
(losses) on
derivatives		     Pension and
postretirement
benefit
adjustments		     Accumulated
other
comprehensive
net
(loss) income
Balance June 30, 2019$         (414)$        (23)$             (165)$              (602)
Other comprehensive (loss) income
before reclassifications		(35)(5)(16)(56)
Amounts reclassified from Accumulated
other comprehensive net (loss) income		—10717
Income tax benefit (expense)(1)—21
Net current period other comprehensive
(loss) income		(36)5(7)(38)
Balance June 30, 2020(450)(18)(172)(640)
Other comprehensive (loss) income
before reclassifications		5344(2)95
Amounts reclassified from Accumulated
other comprehensive net (loss) income		(5)51414
Income tax benefit (expense)(1)(10)(4)(15)
Net current period other comprehensive
(loss) income		4739894
Balance June 30, 2021(403)21(164)(546)
Other comprehensive (loss) income
before reclassifications		(45)107163
Amounts reclassified from Accumulated
other comprehensive net (loss) income		—(14)151
Income tax benefit (expense)—7(4)3
Net current period other comprehensive
(loss) income		(45)1001267
Balance June 30, 2022$(448)$121$(152)$(479)

Included in foreign currency translation adjustments are re-measurement losses on long-term intercompany loans where settlement is not planned or anticipated in the foreseeable future. ForThere were $0, $11, and $0 associated with these loans reclassified from Accumulated other comprehensive net (loss) income for the fiscal years ended June 30, 2017, 20162022, 2021, and 2015, Other comprehensive losses on these loans totaled $2, $14 and $9, respectively, and there were no amounts reclassified from Accumulated other comprehensive net (losses) income for the periods presented.2020, respectively.

A-56       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Pension and postretirement benefit reclassification adjustments are reflected in Cost of products sold, Selling and administrative expenses and Research and development costs.Appendix A

NOTE 14.13. NET EARNINGS PER SHARE (EPS)

The following is the reconciliation of the weighted average number of shares outstanding (in thousands) used to calculate basic net EPS to those used to calculate diluted net EPS for the fiscal years ended June 30:

     2017     2016     20152022     2021     2020
Basic128,953129,472130,310       123,113125,570125,828
Dilutive effect of stock options and other2,6132,2452,4667931,7291,843
Diluted131,566131,717132,776123,906127,299127,671
Antidilutive stock options and other1142232,448476—

B-48       THE CLOROX COMPANY- 2017 Proxy Statement

Table of Contents

Appendix BBasic net earnings per share and Diluted net earnings per share are calculated on Net earnings attributable to Clorox.

NOTE 15.14. STOCK-BASED COMPENSATION PLANS

In November 2012,2021, the Company’s stockholders voted to approve the amended and restated 2005 Stock Incentive Plan (the Plan). The Plan permits the Company to grant various nonqualified stock-based compensation awards, including stock options, restricted stock, performance units,shares, deferred stock units, stock appreciation rights and other stock-based awards. The primary amendment reflected inPlan as amended and restated provides that the maximum number of shares which may be issued under the Plan was an increase of approximately 3will be 5 million common shares that may be issued for stock-based compensation purposes. As of June 30, 2017,2022, the Company iswas authorized to grant up to approximately 75 million common shares, plus additional shares equal to shares that are potentially deliverable under an award that expires or are canceled, forfeited or settled without the delivery of shares, under the Plan, and, asPlan. As of June 30, 2017,2022, approximately 74 million common shares wereremained available for grant.

Compensation cost and the related income tax benefit recognized for stock-based compensation plans were classified as indicated below for the fiscal years ended June 30:

     2017     2016     2015202220212020
Cost of products sold       $7       $6       $4       $     6     $     6     $     5
Selling and administrative expenses403525424041
Research and development costs443444
Total compensation costs$51$45$32$52$50$50
Related income tax benefit$19$17$12$12$12$12

Cash received during fiscal years 2017, 20162022, 2021 and 20152020 from stock options exercised under all stock-based payment arrangements was $81, $180$35, $133 and $230,$176, respectively. The Company issues shares for stock-based compensation plans from treasury stock. The Company may repurchase sharesstock under its Evergreen Program to offset the estimated impact of share dilution related to stock-based awards (See Note 13).awards.

Details regarding the valuation and accounting for stock options, restricted stock awards, performance unitsshares and deferred stock units for non-employee directors follow.

Continues on next page►

THE CLOROX COMPANY - 2022 Proxy Statement

A-57

Table of Contents

Appendix A

NOTE 14. STOCK-BASED COMPENSATION PLANS (Continued)

Stock Options

The fair value of each stock option award granted during fiscal years 2017, 20162022, 2021 and 20152020 was estimated on the date of grant using the Black-Scholes valuation model and assumptions noted in the following table:

     2017     2016     2015
Expected life5.5 years5.6 years5.6 to 5.8 years  
Weighted-average expected life5.5 years5.6 years5.7 years
Expected volatility16.2% to 16.9%16.4% to 17.3%16.3% to 18.6%
Weighted-average volatility16.9%17.2%16.6%
Risk-free interest rate1.3% to 2.2%1.3% to 1.7%1.4% to 2.0%
Weighted-average risk-free interest rate1.3%1.7%1.9%
Dividend yield2.4% to 2.8%2.5% to 2.8%2.8% to 3.4%
Weighted-average dividend yield2.6%2.8%3.3%

Continues on next page►

THE CLOROX COMPANY- 2017 Proxy Statement

B-49

Table of Contents

NOTE 15. STOCK-BASED COMPENSATION PLANS (Continued)

2022     2021     2020
Expected life5.4 years5.3 to 5.4
years		5.4 years
Weighted-average expected life5.4 years5.4 years5.4 years
Expected volatility21.7% to 25.0%21.4% to 23.2%18.7%
Weighted-average volatility21.8%21.9%18.7%
Risk-free interest rate0.9% to 2.1%0.3% to 0.5%1.7%
Weighted-average risk-free interest rate0.9%0.3%1.7%
Dividend yield2.9% to 3.7%2.1% to 2.3%2.8%
Weighted-average dividend yield2.9%2.1%2.8%

The expected life of the stock options is based on observed historical exercise patterns. The expected volatility is based on implied volatility from publicly traded options on the Company’s stock at the date of grant, historical implied volatility of the Company’s publicly traded options and other factors. The risk-free interest rate is based on the implied yield on a U.S. Treasury zero-coupon issue with a remaining term equal to the expected term of the option. The dividend yield is based on the projected annual dividend payment per share, divided by the stock price at the date of grant.

Details of the Company’s stock option activities are summarized below:

     Number of
Shares
(In thousands)		     Weighted-
Average
Exercise
Price
per Share		     Average
Remaining
Contractual
Life		     Aggregate
Intrinsic
Value		Number of
Shares
(In thousands)		     Weighted-
Average
Exercise Price
per Share		     Average
Remaining
Contractual
Life		     Aggregate
Intrinsic
Value
Options outstanding as of June 30, 2016         6,827         $857 years         $366  
Options outstanding as of June 30, 20214,020$1396 years$179
Granted1,318123669163
Exercised(1,115)75317110
Canceled(123)112174165
Options outstanding as of June 30, 20176,907$936 years$277
Options vested as of June 30, 20173,835$805 years$204
Options outstanding as of June 30, 20224,198$1445 years$49
Options vested as of June 30, 20222,861$1314 years$49

The weighted-average fair value per share of each option granted during fiscal years 2017, 20162022, 2021 and 2015,2020, estimated at the grant date using the Black-Scholes option pricing model, was $13.75, $13.21$22.26, $30.90 and $9.65,$20.03, respectively. The total intrinsic value of options exercised in fiscal years 2017, 20162022, 2021 and 20152020 was $65, $142$18, $109 and $140,$145, respectively.

Stock option awards outstanding as of June 30, 2017,2022, have been granted at prices that are equal to the market value of the stock on the date of grant. Stock option grants generally vest over 4 years and expire no later than 10 years after the grant date. The Company recognizes compensation expense on a straight-line basis over the vesting period. As of June 30, 2017,2022, there was $17$12 of total unrecognized compensation cost related to non-vested options, which is expected to be recognized over a remaining weighted-average vesting period of 1 year, subject to forfeiture changes.

A-58 THE CLOROX COMPANY - 2022 Proxy Statement

Table of Contents

Appendix A

NOTE 14. STOCK-BASED COMPENSATION PLANS (Continued)

Restricted Stock Awards

The fair value of restricted stock awards is estimated on the date of grant based on the market price of the stock and is amortized to compensation expense on a straight-line basis over the related vesting periods, which are generally 3 to 4 years. The total number of restricted stock awards expected to vest is adjusted by actual and estimated forfeitures. Restricted stock grantsawards receive dividend distributions earned during the vesting period upon vesting.

As of June 30, 2017,2022, there was $1$34 of total unrecognized compensation cost related to non-vested restricted stock awards, which is expected to be recognized over a remaining weighted-average vesting period of 1 year. The total fair value of the shares that vested in each of the fiscal years 2017, 20162022, 2021 and 20152020 was $1 for all fiscal years.$20, $15 and $9, respectively. The weighted-average grant-date fair value of awards granted was $131.67, $128.91$157.50, $210.78 and $95.67$156.25 per share for fiscal years 2017, 20162022, 2021 and 2015,2020, respectively.

A summary of the status of the Company’s restricted stock awards is presented below:

     Number of
Shares
(In thousands)		     Weighted-Average
Grant Date
Fair Value
per Share
Restricted stock awards as of June 30, 2016                         13                         $108  
Granted10132
Vested(4)110
Forfeited(1)96
Restricted stock awards as of June 30, 201718$120
 

B-50       THE CLOROX COMPANY- 2017 Proxy Statement

Table of Contents

Appendix B

NOTE 15. STOCK-BASED COMPENSATION PLANS (Continued)

     Number of
Shares
(In thousands)		     Weighted-
Average
Grant Date Fair
Value per Share
Restricted stock awards as of June 30, 2021315$178
Granted261157
Vested118167
Forfeited46177
Restricted stock awards as of June 30, 2022412$168

Performance UnitsShares

As of June 30, 2017,2022, there was $31$13 in unrecognized compensation cost related to non-vested performance unit grantsshares that is expected to be recognized over a remaining weighted-average performance period of 1 year. The weighted-average grant-date fair value of awards granted was $122.73, $92.35$162.46, $212.00 and $89.75$155.54 per share for fiscal years 2017, 20162022, 2021 and 2015,2020, respectively.

A summary of the status of the Company’s performance unitshare awards is presented below:

     Number of
Shares
(In thousands)		     Weighted-Average
Grant Date
Fair Value
per Share		     Number of
Shares
(In
thousands)		     Weighted-
Average Grant
Date Fair Value
per Share
Performance unit awards as of June 30, 2016                    952                         $90  
Performance share awards as of June 30, 2021353$146
Granted253123117$162
Distributed(35)59129$118
Forfeited(308)8728$169
Performance unit awards as of June 30, 2017862$102
Performance units vested and deferred as of June 30, 2017—$—
Performance share awards as of June 30, 2022313$162
Performance shares vested and deferred as of June 30, 202258$110
Continues on next page►

THE CLOROX COMPANY - 2022 Proxy Statement

A-59

Table of Contents

Appendix A

NOTE 14. STOCK-BASED COMPENSATION PLANS (Continued)

The non-vested performance unitsshares outstanding as of June 30, 20172022 and 20162021 were 738,000255,000 and 794,000,241,000, respectively, and the weighted average grant date fair value was $108.00$173.38 and $95.18$172.04 per share, respectively. There were no shares vested duringDuring fiscal year 2017. Deferred2022, 74,000 shares continue to earn dividends, which are also deferred.vested. The total fair value of shares vested was $0,$11, $26 and $24$26 during fiscal years 2017, 20162022, 2021 and 2015,2020, respectively. Upon vesting, the recipients of the grants receive the distribution as shares or, if previously elected by eligible recipients, as deferred stock. Deferred shares continue to earn dividends, which are also deferred.

Deferred Stock Units for Nonemployee Directors

Nonemployee directors receive annual grants of deferred stock units under the Company’s director compensation program and can elect to receive all or a portion of their annual retainers and fees in the form of deferred stock units. The deferred stock units receive dividend distributions, which are reinvested as deferred stock units, and are recognized at their fair value on the date of grant. Each deferred stock unit represents the right to receive one share of the Company’s common stock following the completion of a director’s service.

During fiscal year 2017,2022, the Company granted 14,00015,000 deferred stock units, reinvested dividends of 6,0005,000 units and distributed 59,00049,000 shares, which had a weighted-average fair value on the grant date of $121.37, $125.68$167.19, $159.37 and $77.15$93.60 per share, respectively. As of June 30, 2017, 205,0002022, 145,000 units were outstanding, which had a weighted-average fair value on the grant date of $74.28$118.99 per share.

NOTE 16.15. OTHER (INCOME) EXPENSE, NET

The major components of Other (income) expense, net, for the fiscal years ended June 30 were:

     2022     2021     2020
Amortization of trademarks and other intangible assets$     31$     31$     13
Trust investment (gains) losses, net21(25)(3)
Net periodic benefit cost161510
Foreign exchange transaction (gains) losses, net3107
Income from equity investees(6)(5)(20)
Interest income(5)(5)(2)
Gain on previously held equity investment (1)—(85)—
Gain on sale-leaseback transaction(14)——
Indemnity settlement from past acquisition——(15)
Other(9)(8)—
Total$37$(72)$(10)

(1) Non-recurring, non-cash gain from the remeasurement of the Company’s previously held investment in its Saudi joint venture (see Note 2).

     2017     2016     2015
Income from equity investees                    $(19)                    $(15)                    $(14)
Gain on sale of assets and investments, net(11)(11)(13)
Interest income(4)(5)(4)
Asset impairment charges23103
Amortization of trademarks and other intangible assets1088
Foreign exchange transaction losses, net(1)19
Other85(2)
Total$6$(7)$(13)
 

Continues on next pageA-60       ►

THE CLOROX COMPANY- 20172022 Proxy Statement

B-51

Table of Contents

Appendix A

NOTE 16. OTHER (INCOME) EXPENSE, NET (Continued)

In January 2017, the Company sold an Australian distribution facility, previously reported in the International reportable segment, which resulted in $23 in cash proceeds from investing activities and a gain of $10 included in Gain on sale of assets and investments, net in the table above for the fiscal year ended June 30, 2017.

In April 2016, the Company sold its Los Angeles bleach manufacturing facility, previously reported in the Cleaning reportable segment, which resulted in $20 in cash proceeds from investing activities and a gain of $11 included in Gain on sale of assets and investments, net in the table above for the fiscal year ended June 30, 2016.

In April 2015, a low-income housing partnership, in which the Company was a limited partner, sold its real estate holdings. The real property sale resulted in $15 in cash proceeds from investing activities and a net gain of $13 included in Gain on sale of assets and investments, net in the table above for the fiscal year ended June 30, 2015.

During the second quarter of fiscal year 2017, the Company recognized a $21 non-cash charge related to impairing certain assets of the Company’s Aplicare business within the Cleaning reportable segment. The asset impairment charge is included in Asset impairment charges in the table above for the fiscal year ended June 30, 2017 and primarily related to writing down Property, plant and equipment to fair value in connection with an updated valuation of the Aplicare business. Refer to Note 11 for further details.

During fiscal year 2016, the Company recognized $9 of intangible asset impairment charges, of which $6 related to the Aplicare® trademark within the Cleaning reportable segment. The Aplicare® trademark impairment is included in Asset impairment charges in the table above for the fiscal year ended June 30, 2016 and was recognized based on the anticipated impact on future results from a competitive market entrant.

During fiscal year 2017, the Company recognized $14 of projected environmental costs associated with its former operations at a site in Alameda County, California within Corporate. These costs are included in Other in the table above for the fiscal year ended June 30, 2017. Refer to Note 11 for further details.

NOTE 17. INCOME TAXES

The provision for income taxes, on continuing operations, by tax jurisdiction, consisted of the following for the fiscal years ended June 30:

201720162015     2022     2021     2020
Current               
Federal       $291       $254       $265$     71$     146$     171
State363128172632
Foreign384538434145
Total current365330331$131$213$248
Deferred
Federal(29)11(13)$6$(26)$13
State(2)1(1)(2)(9)(5)
Foreign(4)(7)(2)13(10)
Total deferred(35)5(16)5(32)(2)
Total$330$335$315$136$181$246

The components of earnings from continuing operationsEarnings before income taxes, by tax jurisdiction, consisted of the following for the fiscal years ended June 30:

     201720162015
United States       $927              $900              $829  
Foreign1068392
Total$1,033$983$921
 

B-52       THE CLOROX COMPANY- 2017 Proxy Statement

Table of Contents

Appendix B

NOTE 17. INCOME TAXES (Continued)

     2022     2021     2020
United States$     483$     696$     1,041
Foreign124204144
Total$607$900$1,185

A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate on continuing operations follows for the fiscal years ended June 30:

     2017     2016     2015     2022     2021     2020
Statutory federal tax rate   35.0%   35.0%   35.0%     21.0%     21.0%     21.0%
State taxes (net of federal tax benefits)2.22.12.11.91.51.7
Tax differential on foreign earnings(0.6)0.5(0.3)
Federal domestic manufacturing deduction(2.6)(2.4)(2.1)
Change in valuation allowance0.20.50.6
Foreign tax rate differential3.10.20.9
Federal excess tax benefits(2.0)——(0.9)(2.7)(2.4)
Net U.S. tax on foreign income(1.7)(0.5)(0.2)
Other differences(0.3)(1.6)(1.1)(1.0)0.6(0.2)
Effective tax rate31.9%34.1%34.2%22.4%20.1%20.8%

ApplicablePer U.S. income taxes and foreign withholding taxes have not been provided on approximately $229 of undistributed earnings of certain foreign subsidiaries as of June 30, 2017, because these earnings are considered indefinitely reinvested. The estimated net federal income tax liability that could arise if these earnings were not indefinitely reinvested is approximately $60. Applicable U.S. income andGAAP, foreign withholding taxes are provided on theseunremitted foreign earnings inthat are not indefinitely reinvested at the periods in which theytime the earnings are no longer consideredgenerated. The Company regularly reviews and assesses whether there are any changes to its indefinite reinvestment assertion. None of the undistributed earnings of its foreign subsidiaries were indefinitely reinvested. As a result, the Company is providing foreign withholding taxes on the undistributed earnings of all foreign subsidiaries where applicable. These withholding taxes had no significant impact on the Company’s consolidated results.

Continues on next page►

THE CLOROX COMPANY - 2022 Proxy Statement

A-61

Table of Contents

Beginning with the adoption of ASU 2016-09 in the first quarter of fiscal year 2017 (See Note 1), excess tax benefits resulting from stock-based payment arrangements are recognized as income tax benefits in the consolidated statements of earnings. Prior to this adoption, such excess tax benefits were recorded as increases to Additional paid-in capital. Excess tax benefits of approximately $22 were realized and recorded to Income tax expense for fiscal year 2017. Excess tax benefits of $51 and $42 were realized and recorded to Additional paid-in capital for fiscal years 2016 and 2015, respectively.Appendix A

NOTE 16. INCOME TAXES (Continued)

The components of net deferred tax assets (liabilities) as of June 30 are shown below:

     2017     2016
Deferred tax assets(a)
Compensation and benefit programs         $182         $193
Basis difference related to Venture Agreement3030
Accruals and reserves4134
Inventory costs2521
Net operating loss and tax credit carryforwards5248
Other5454
Subtotal384380
Valuation allowance(40)(37)
Total deferred tax assets344343
Deferred tax liabilities(a)
Fixed and intangible assets(311)(325)
Low-income housing partnerships(25)(23)
Unremitted foreign earnings(7)(16)
Other(24)(25)
Total deferred tax liabilities(367)(389)
Net deferred tax assets (liabilities)$(23)$(46)
 
(a)In fiscal year 2016, the Company prospectively adopted ASU No. 2015-17, "Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes," requiring all deferred tax assets and liabilities to be classified as noncurrent.

Continues on next page►

THE CLOROX COMPANY- 2017 Proxy Statement

B-53

Table of Contents

NOTE 17. INCOME TAXES (Continued)

     2022     2021
Deferred tax assets
     Compensation and benefit programs$     100$     104
     Net operating loss and tax credit carryforwards9385
     Operating and finance lease liabilities98100
     Accruals and reserves3539
     Basis difference related to the Venture Agreement1919
     Inventory costs2518
     Other1315
          Subtotal383380
     Valuation allowance(52)(42)
     Total deferred tax assets$331$338
Deferred tax liabilities
     Fixed and intangible assets$(242)$(232)
     Lease right-of-use assets(91)(94)
     Other(29)(41)
     Total deferred tax liabilities(362)(367)
Net deferred tax assets (liabilities)$(31)$(29)

The Company reviews its deferred tax assets for recoverability on a quarterly basis. A valuation allowance is established when the Company believes that it is more likely than not that some portion of its deferred tax assets will not be realized. Valuation allowances have been provided to reduce deferred tax assets to amounts considered recoverable. Details of the valuation allowance were as follows as of June 30:

     2017     2016     2022     2021     2020
Valuation allowance at beginning of year     $(37)     $(34)$     (42)$     (38)$     (44)
Net decrease/(increase) for other foreign deferred tax assets—3(1)(1)1
Net decrease/(increase) for foreign net operating loss carryforwards and tax credits(3)(6)
Net decrease/(increase) for foreign and U. S. net operating loss carryforwards and tax credits(9)(3)5
Valuation allowance at end of year$(40)$(37)$(52)$(42)$(38)

As of June 30, 2017,2022, the Company had foreign tax credit carryforwards of $26$27 for U.S. income tax purposes with expiration dates between fiscal years 2025 and 2032. Tax credit carryforwards in U.S. jurisdictions of $2 have expiration dates between fiscal year 2023 and 2027.2032. Tax credit carryforwards in U.S. jurisdictions of $2 can be carried forward indefinitely. Tax credit carryforwards in foreign jurisdictions of $20$28 can be carried forward indefinitely. Tax benefits from net operating loss carryforwards in U.S. jurisdictions of $3 have expiration dates inbetween fiscal year 2031.years 2030 and 2041. Tax creditbenefits from net operating loss carryforwards in foreignU.S. jurisdictions of $1$4 can be carried forward indefinitely. Tax benefits from foreign net operating loss carryforwards of $18$19 have expiration dates between fiscal years 20182023 and 2037.2036. Tax benefits from foreign net operating loss carryforwards of $13$8 can be carried forward indefinitely.

A-62       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Appendix A

NOTE 16. INCOME TAXES (Continued)

The Company files income tax returns in the U.S. federal and various state, local and foreign jurisdictions. The federal statute of limitations has expired for all tax years through June 30, 2012.2015. Various income tax returns in state and foreign jurisdictions are currently in the process of examination.

The Company recognizes interest and penalties related to uncertain tax positions as a component of income tax expense. As of June 30, 20172022 and 2016,2021, the total balance of accrued interest and penalties related to uncertain tax positions was $3$2 and $3,$2, respectively. Interest and penalties related to uncertain tax positions included in income tax expense resulted in a net benefit of $1, $1 and $1$0 in fiscal years 2017, 2016year 2022, a net benefit of $0 in fiscal year 2021 and 2015, respectively.a net benefit of $2 in fiscal year 2020.

The following is a reconciliation of the beginning and ending amounts of the Company’s gross unrecognized tax benefits:

     2017     2016     2015     2022     2021     2020
Unrecognized tax benefits at beginning of year      $37      $38      $71$     21$     22$     31
Gross increases – tax positions in prior periods133
Gross decreases – tax positions in prior periods(6)(3)(8)
Gross increases – current period tax positions986
Gross decreases – current period tax positions———
Gross increases - tax positions in prior periods—11
Gross decreases - tax positions in prior periods(7)(5)(11)
Gross increases - current period tax positions434
Gross decreases - current period tax positions———
Lapse of applicable statute of limitations(1)(4)(34)(1)—(1)
Settlements—(5)———(2)
Unrecognized tax benefits at end of year$40$37$38$17$21$22

Included in the balance of unrecognized tax benefits as of June 30, 2017, 20162022, 2021 and 2015, are2020, were potential benefits of $28, $27$14, $17 and $27,$17, respectively, which if recognized, would affect net earnings. During the fiscal year ended June 30, 2015, $32 of gross unrecognizedeffective tax rate. Unrecognized tax benefits relatingare not expected to other discontinued operations for periods prior to fiscal year 2015 were recognized uponsignificantly increase or decrease within the expiration of the applicable statute of limitations. Recognition of these previously disclosed tax benefits had no impact on the Company’s cash flow or earnings from continuing operations for the fiscal years ended June 30, 2017, 2016 and 2015.next 12 months.

B-54       THE CLOROX COMPANY- 2017
Continues on next page►

THE CLOROX COMPANY - 2022 Proxy Statement

A-63

Table of Contents

Appendix BA

NOTE 18.17. EMPLOYEE BENEFIT PLANS

Retirement Income Plans

The Company has various retirement income plans for eligible domestic and international employees. As of June 30, 20172022 and 2016,2021, the domestic retirement income plans arewere frozen for most participants, and the benefits of the domestic retirement income plans arewere generally based on either employee years of service and compensation or a stated dollar amount per year of service.

The Company contributed $31, $31$15, $14 and $13 to its domestic retirement income plans during fiscal years 2017, 20162022, 2021 and 2015,2020, respectively. The Company’s funding policy is to contribute amounts sufficient to meet benefit payments and minimum funding requirements as set forth in employee benefit tax laws plus additional amounts as the Company may determine to be appropriate.

The Company has a domestic qualified pension plan (the Plan). The Plan is frozen for all participants. The Plan generally was frozen effective June 30, 2011 for all employees, except for certain collectively bargained employees, whose Plan freeze was effective January 1, 2019. As a result of the Plan freeze, no employees are eligible to commence participation in the Plan or accrue any additional benefits under the Plan.

On May 17, 2022, the Company’s Board of Directors approved a resolution to terminate the Plan. The amendment will allow the settlement of the pension obligation with either a lump sum payout or a purchased annuity. It is expected to take 18 to 24 months to complete the termination from the date of the approved resolution to terminate the Plan.

As of June 30, 2022, the Company reported net unrealized losses of $139, net of tax, in Accumulated other comprehensive net (loss) income on its consolidated balance sheet related to the Plan. These net unrealized losses will be recognized in the Company’s consolidated statement of income as payments are made to settle lump sum elections and to purchase group annuity contracts. Final settlement is dependent on market conditions, which could affect discount rates and returns on plan assets as well as final elections received from plan participants. The completion of the process of offering and accepting lump sum elections are dependent on when certain regulatory approvals are obtained. Currently, there is not enough information available to determine the ultimate charge of the termination.

Retirement Health Care Plans

The Company provides certain health care benefits for employees who meet age, participation and length of service requirements at retirement. The plans pay stated percentages of covered expenses after annual deductibles have been met or stated reimbursements up to a specified dollar subsidy amount. Benefits paid take into consideration payments by Medicare for the domestic plan. The plans are funded as claims are paid, and the Company has the right to modify or terminate certain plans.

The assumed domestic health care cost trend rate used in measuring the accumulated benefit obligation (ABO) was 6.50% for both medical and prescription drugs for fiscal year 2017. These rates have been assumed to gradually decrease each year until an assumed ultimate trend of 4.5% is reached in 2037. The health care cost trend rate assumption has a minimal effect on the amounts reported due primarily to the existence of benefit cap provisions in the Company’s domestic plan. As such, the effect of a hypothetical 100 basis point increase or decrease in the assumed domestic health care cost trend rate on the total service and interest cost components as well as the postretirement benefit obligation would have been immaterial for each of the fiscal years ended June 30, 2017, 2016 and 2015.

Continues on next pageA-64       ►

THE CLOROX COMPANY- 20172022 Proxy Statement

B-55

Table of Contents

Appendix A

NOTE 18.17. EMPLOYEE BENEFIT PLANS (Continued)

Benefit Obligation and Funded Status

Summarized information for the Company’s retirement income and retirement health care plans as of and for the fiscal years ended June 30 is as follows:

     Retirement
Income		     Retirement
Health Care		     Retirement
Income		     Retirement
Health Care
2017      2016 2017      2016 2022     20212022     2021
Change in benefit obligations:   
Benefit obligation as of beginning of year     $673     $639     $47     $45$621$628$36$36
Service cost11——12——
Interest cost222622151511
Actuarial loss (gain)(21)51(4)2(66)12(7)—
Plan amendments—(1)——(7)———
Translation and other adjustments—(1)——(6)8—1
Plan settlement(13)(12)——
Benefits paid(42)(42)(3)(2)(32)(32)(2)(2)
Benefit obligation as of end of year6336734247$513$621$28$36
Change in plan assets:
Fair value of assets as of beginning of year$423$409$—$—$506$507$—$—
Actual return on plan assets2226——(63)26——
Employer contributions313132151522
Plan Settlement(13)(12)——
Benefits paid(42)(42)(3)(2)(32)(32)(2)(2)
Translation and other adjustments—(1)——(1)2——
Fair value of plan assets as of end of year434423——412506——
Accrued benefit cost, net funded status$(199)$(250)$(42)$(47)$      (101)$      (115)$      (28)$      (36)
       
Amount recognized in the balance sheets consists of:
Pension benefit assets$2$1$—$—$30$61$—$—
Current accrued benefit liability(15)(14)(3)(3)(12)(12)(2)(2)
Non-current accrued benefit liability(186)(237)(39)(44)(119)(164)(26)(34)
Accrued benefit cost, net$(199)$(250)$(42)$(47)$(101)$(115)$(28)$(36)

For the retirement income plans, the benefit obligation is the projected benefit obligation (PBO). For the retirement health care plan, the benefit obligation is the ABO.accumulated benefit obligation (ABO).

The ABO for all retirement income plans was $632, $596$512, $618 and $559$626 as of June 30, 2017, 20162022, 2021 and 2015,2020, respectively.

Continues on next page►

THE CLOROX COMPANY - 2022 Proxy Statement

A-65

Table of Contents

Appendix A

NOTE 17. EMPLOYEE BENEFIT PLANS (Continued)

Retirement income plans with ABO or PBO in excess of plan assets as of June 30 were as follows:

      ABO Exceeds the Fair Value
of Plan Assets
2017     2016  
Projected benefit obligation                  $611                 $651
Accumulated benefit obligation610650
Fair value of plan assets409399

B-56       THE CLOROX COMPANY- 2017 Proxy Statement

Table of Contents

Appendix B

NOTE 18. EMPLOYEE BENEFIT PLANS (Continued)

     ABO Exceeds the Fair Value
of Plan Assets		     PBO Exceeds the Fair Value
of Plan Assets
2022     20212022     2021
Projected benefit obligation$133$176$133$178
Accumulated benefit obligation132174132175
Fair value of plan assets2—22

Net Periodic Benefit Cost

The net cost of the retirement income and health care plans for the fiscal years ended June 30 included the following components:

     Retirement Income     Retirement Health Care     Retirement Income     Retirement Health Care
2017     2016     20152017      2016     2015 2022     2021     20202022     2021     2020
Service cost     $1     $1     $2     $—     $—     $—  $1$2$1$—$—$—
Interest cost222625222151520111
Expected return on plan assets(20)(17)(20)———     (15)     (16)      (19)———
Settlement loss recognized75————
Amortization of unrecognized items101012(2)(3)291110      (1)      (2)      (3)
Total$14$20$19$—$(1)$4$17$17$12$—$(1)$(2)

Service cost component of the net periodic benefit cost is reflected in employee benefit costs, all other components are reflected in Other (income) expenses, net.

Items not yet recognized as a component of postretirement expense as of June 30, 2017,2022, consisted of:

     Retirement
Income		     Retirement
Health Care
Net actuarial loss (gain)$        222$          (15)
Prior service benefit(7)—
Net deferred income tax (assets) liabilities(51)3
Accumulated other comprehensive loss (income)$164$(12)

A-66       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

     Retirement
Income		     Retirement
Health Care
Net actuarial loss (gain)       $262        $(16)
Prior service benefit—(5)
Net deferred income tax (assets) liabilities(98)7
Accumulated other comprehensive loss (income)$164$(14)
 

Appendix A

NOTE 17. EMPLOYEE BENEFIT PLANS (Continued)

Net actuarial loss (gain) recorded in Accumulated other comprehensive net (losses)(loss) income for the fiscal year ended June 30, 2017,2022, included the following:

     Retirement
Income		     Retirement
Health Care		     Retirement
Income		     Retirement
Health Care
Net actuarial loss (gain) as of beginning of year       $296        $(13)$        226$          (10)
Amortization during the year(11)1(16)1
Loss (gain) during the year(23)(4)12(6)
Net actuarial loss (gain) as of end of year$262$(16)$222$(15)

The Company uses the straight-line amortization method for unrecognized prior service costs and benefits. In fiscal year 2018, the Company expects to recognize, on a pre-tax basis, $7 of the net actuarial loss as a component of net periodic benefit cost for the retirement income plans. In addition, in fiscal year 2018, the Company expects to recognize, on a pre-tax basis, $3 of the net actuarial gain as a component of net periodic benefit cost for the retirement health care plans.

Assumptions

Weighted-average assumptions used to estimate the actuarial present value of benefit obligations were as follows as of June 30 were as follows:30:

     Retirement
Income		     Retirement
Health Care
 2017     20162017     2016
Discount rate3.70%3.42%3.66%3.42%
Rate of compensation increase2.83%2.92%n/an/a

Continues on next page►

THE CLOROX COMPANY- 2017 Proxy Statement

B-57

     Retirement Income     Retirement Health Care
2022     20212022     2021
Discount rate      3.72 %      2.56 %      4.65 %      2.61 %
Rate of compensation increase3.09 %3.02 %n/an/a
Interest crediting rate2.69 %2.57 %n/an/a

Table of Contents

NOTE 18. EMPLOYEE BENEFIT PLANS (Continued)

Weighted-average assumptions used to estimate the retirement income and retirement health care costs were as follows as of June 30 were as follows:30:

Retirement Income     Retirement Income
     2017     2016     20152022     2021     2020
Discount rate3.42%4.20%4.05%      2.56 %      2.45 %      3.41 %
Rate of compensation increase2.92%3.37%4.46%3.02 %2.92 %2.86 %
Expected return on plan assets4.73%4.34%5.28%3.00 %3.08 %3.95 %
Interest crediting rate2.57 %1.92 %3.01 %
Retirement Health CareRetirement Health Care
     2017     2016     2015202220212020
Discount rate3.42%4.16%4.00%      2.61 %      2.51 %      3.35 %

The expected long-term rate of return assumption is based on an analysis of historical experience of the portfolio and the summation of prospective returns for each asset class in proportionaccording to the fund’s current target asset allocation.

Continues on next page►

THE CLOROX COMPANY - 2022 Proxy Statement

A-67

Table of Contents

Appendix A

NOTE 17. EMPLOYEE BENEFIT PLANS (Continued)

The actuarial benefit obligation gain incurred during fiscal year 2022 was primarily driven by increases in the discount rates for the retirement plans, partially offset by the domestic qualified plan reflecting plan termination lump sum window and annuity buyout assumptions. The actuarial benefit obligation loss during fiscal year 2021 was primarily driven by the increase in assumed interest crediting rate, partially offset by asset gains and increase in the discount rate.

Expected Benefit Payments

Expected benefit payments for the Company’s retirement income and retirement health care plans as of June 30, 2017,2022, were as follows:

     Retirement
Income		     Retirement
Health Care
2018             $40               $3
2019513
2020383
2021373
2022373
Fiscal years 2023 through 202719012
     Retirement
Income		     Retirement
Health Care
2023$46$2
20243562
2025142
2026142
2027132
Fiscal years 2028 through 20325911

Expected benefit payments are based on the same assumptions used to measure the benefit obligations and include estimated future employee service.

Plan Assets

The target allocations and weighted average asset allocations by asset category of the investment portfolio for the Company’s domestic retirement income plans as of June 30 were:

     % Target Allocation     % of Plan Assets     % Target Allocation     % of Plan Assets
2017     2016     2017    20162022     20212022     2021
U.S. equity     11%     11%     11%     11%— %3 %— %3 %
International equity12121211— %2 %— %2 %
Fixed income74747374100 %95 %99 %94 %
Other3344— %— %1 %1 %
Total100%100%100%100%      100%       100 %      100 %      100 %

The target asset allocation is determined based on the optimal balance between risk and return and, at times, may be adjusted to achieve the plan’s overall investment objective to generate sufficient resources to pay current and projected plan obligations over the life of the domestic retirement income plan.

B-58       THE CLOROX COMPANY- 2017

A-68       

THE CLOROX COMPANY - 2022 Proxy Statement


Table of Contents

Appendix BA

NOTE 18.17. EMPLOYEE BENEFIT PLANS (Continued)

The following table sets forth by level within the fair value hierarchy, the retirement income plans’ assets carried at fair value as of June 30:

201720222021
     Level 1     Level 2     Total  
Cash equivalents       $2       $—       $2
Total assets in the fair value hierarchy2—2
Common collective trusts measured at net asset value          
Bond funds$310$     391$     459
International equity funds641428
Domestic equity funds46—14
Short-term investment fund43
Real estate fund1232
Total common collective trusts measured at net asset value432
Total assets at fair value$434$412$506
2016
Level 1Level 2Total
Cash equivalents$2$—$2
Total assets in the fair value hierarchy2—2
Common collective trusts measured at net asset value
Bond funds$307
International equity funds56
Domestic equity funds44
Real estate fund14
Total common collective trusts measured at net asset value421
Total assets at fair value$423

The carrying value of cash equivalents approximates its fair value as of June 30, 2017 and 2016.

Common collective trust funds are not publicly traded and arewere valued at a net asset value unit price determined by the portfolio’s sponsor based on the fair value of underlying assets held by the common collective trust fund on June 30, 20172022 and 2016.2021.

The common collective trusts are invested in various trusts that attempt to achieve their investment objectives by investing primarily in other collective investment funds whichthat have characteristics consistent with each trust’s overall investment objective and strategy.

Defined Contribution Plans

The Company has various defined contribution plans for eligible domestic and international employees. The aggregate cost of the domestic defined contribution plans was $47, $45$58, $65 and $45$54 in fiscal years 2017, 20162022, 2021 and 2015,2020, respectively. The aggregate cost of the international defined contribution plans was $3$6, $4 and $4 for the fiscal years ended June 30, 2017, 20162022, 2021 and 2015.

THE CLOROX COMPANY- 2017 Proxy Statement

B-59

Table of Contents2020, respectively.

NOTE 19.18. SEGMENT REPORTING

The Company operates through strategic business unitsSBUs that are also the Company’s operating segments. These SBUs are then aggregated into the followingfour reportable segments: Health and Wellness, Household, Lifestyle and International. These four reportable segments based on the economics and natureconsist of the products sold:following:

●

CleaningHealth and Wellness consists of laundry, homecleaning products, professional products and vitamins, minerals and supplements mainly marketed and sold in the U.S.

●Household consists of bags and wraps, grilling products and cat litter marketed and sold in the U.S.
●Lifestyle consists of food, natural personal care products and professionalwater-filtration products marketed and sold in the United States. Products within this segment include laundry additives, including bleach products under the CloroxU.S.®brand and Clorox 2®stain fighter and color booster; home care products, primarily under the Clorox®, Formula 409®, Liquid-Plumr®, Pine-Sol®,S.O.S® and Tilex® brands; naturally derived products under the Green Works® brand; and professional cleaning and disinfectingproducts under the Clorox®, Dispatch®, Aplicare®, HealthLink® and Clorox Healthcare® brands.

●

Householdconsists of charcoal, bags, wraps and containers, cat litter and digestive health products marketed and sold in the United States. Products within this segment include charcoal products under the Kingsford®and Match Light®brands; bags, wraps and containers under the Glad®brand; cat litter products under the Fresh Step®, Scoop Away®and Ever Clean®brands; and digestive healthproducts under the RenewLife®brand.

●

Lifestyleconsists of food products, water-filtration systems and filters and natural personal care products marketed and sold in the United States. Products within this segment include dressings and sauces, primarily under the Hidden Valley®, KC Masterpiece®,Kingsford®and Soy Vay®brands; water-filtration systems and filters under the Brita®brand; and natural personal care products under theBurt’s Bees®brand.

●

Internationalconsists of products sold outside the United States.U.S. Products within this segment include laundry additives; home care products; water-filtration products; digestive health products, charcoalproducts; grilling products; cat litter; food; bags and cat litter products, food products, bags, wraps and containers,wraps; natural personal care productsproducts; and professional cleaning and disinfecting products, primarily under the Cloroxproducts.®, Glad®, PinoLuz®, Ayudin®, Limpido®, Clorinda®, Poett®, Mistolin®, Lestoil®, Bon Bril®, Brita®, Green Works®, Pine-Sol®, Agua Jane®, Chux®, RenewLife®, Kingsford®, Fresh Step®, Scoop Away®, Ever Clean®, KC Masterpiece®, Hidden Valley®, Burt’s Bees®brands and Clorox Healthcare®brands.

B-60       THE CLOROX COMPANY- 2017
Continues on next page►

THE CLOROX COMPANY - 2022 Proxy Statement

A-69

Table of Contents

Appendix BA

NOTE 19.18. SEGMENT REPORTING (Continued)

Certain non-allocated administrative costs, interest income, interest expense and various other non-operating income and expenses are reflected in Corporate. Corporate assets include cash and cash equivalents, prepaid expenses and other current assets, property and equipment, operating lease right-of-use assets, other investmentslong-term assets and deferred taxes.

     Fiscal
Year		     Cleaning     Household     Lifestyle     International     Corporate     Total
Company		  
Net sales2017   $2,002     $1,961    $1,000          $1,010$    —   $5,973
 20161,9121,862990997—5,761
20151,8241,7949501,087—5,655
Earnings (losses) from continuing
operations before income taxes		201752341924481(234)1,033
201651142825166(273)983 
201544537525779(235)921
Income from equity investees2017———19—19
2016———15—15
2015———14—14
Total assets(1)20178811,1039021,0606274,573
20168831,0928801,0575984,510
Capital expenditures2017768230376231
2016448318243172
2015355011254125
Depreciation and amortization2017516420226163
2016616019214165
2015526719247169
Significant non-cash charges included
in earnings (losses) from continuing
operations before income taxes:
     Stock-based compensation2017161592951
2016108512145
201587411232
   Fiscal
Year		   Health and
Wellness (1)		   Household   Lifestyle   International (2)   Corporate (3)   Total
Company
Net sales2022$        2,690$        1,984$    1,253$              1,180$          —$      7,107
20212,9801,9811,2181,162—7,341
20202,7491,7951,1541,023—6,721
Earnings (losses)
before income taxes		202230023428097(304)607
2021305375320201(301)900
2020766347320116(364)1,185
Income from equity
investees included
in Other (income)
expense, net		2022———6—6
2021———5—5
2020———20—20
Total assets20221,9991,0451,0351,4536266,158
20212,0439121,0111,4898796,334
Capital expenditures202272112242716251
2021135108294217331
20207294462022254
Depreciation and
amortization		20227567244711224
2021676723459211
2020646522227180
Significant non-cash charges included in earnings (losses) before income taxes:
     Stock-based
     compensation		2022178631852
20211910721250
2020139612150
(1)Fiscal year 2021 earnings (losses) before income taxes for the Health and Wellness segment included impairment charges of $343, of which $228, $93, and $22 related to goodwill, certain indefinite-lived trademarks and other assets, respectively.
(2)

PriorFiscal year amounts have been retrospectively adjusted to conform2021 earnings (losses) before income taxes for the International segment included an $85 non-cash gain from the remeasurement of the Company’s previously held investment in its Saudi joint venture.

(3)

Fiscal year 2022 earnings (losses) before income taxes for the Corporate segment included expenses related to the current year presentation of debt issuance costs required by ASU No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” See Note 1 for details.Company’s digital capabilities and productivity enhancements investment.

All intersegment sales are eliminated and are not included in the Company’s reportable segments’ net sales.

Net sales to the Company’s largest customer, Walmart Stores, Inc. and its affiliates, were 26%, 27% and 26%25% of consolidated net sales for each of the fiscal years ended June 30, 2017, 20162022, 2021 and 2015, respectively,2020, and occurred across all of the Company’s reportable segments. No other customers accounted for 10% or more of the Company’s consolidated net sales in any of these fiscal years.

Continues on next pageA-70       ►

THE CLOROX COMPANY- 20172022 Proxy Statement

B-61

Table of Contents

Appendix A

NOTE 19.18. SEGMENT REPORTING (Continued)

The following table provides Net sales as a percentage of the Company’s consolidated net sales, disaggregated by SBU, for the fiscal years ended June 30:

     2022     2021     2020
Cleaning     29%     30%     30%
Professional Products4%7%7%
Vitamins, Minerals and Supplements4%4%4%
Health and Wellness37%41%41%
Bags and Wraps12%11%12%
Grilling8%9%8%
Cat Litter8%7%7%
Household28%27%27%
Food10%9%9%
Natural Personal Care4%4%4%
Water Filtration4%3%4%
Lifestyle18%16%17%
International17%16%15%
Total100%100%100%

The Company’s products are marketed and sold globally. The following table provides the Company’s global product lines, which were sold in the U.S. and International, that accounted for 10% or more of consolidated net sales for the fiscal years ended June 30 were as follows:30:

     2017     2016     2015  
Home Care products     25%     24%     24%
Bags, wraps and containers18%19%19%
Laundry additives15%16%17%
Charcoal products11%11%11%
Food products10%10%10%
     2022     2021     2020
Cleaning products     42%     43%     43%
Bags and wraps16%14%15%
Food products11%10%10%

Net sales and property, plant and equipment, net, by geographic area for and as of and for the fiscal years ended June 30 were as follows:

FiscalUnitedTotal
     Year     States     Foreign     Company
Net sales2022$     5,951$     1,156$      7,107
20216,2071,1347,341
20205,7259966,721
Property, plant and equipment, net20221,1801541,334
20211,1431591,302

Continues on next page►

THE CLOROX COMPANY - 2022 Proxy Statement

A-71

Table of Contents

     Fiscal
Year		     United
States		     Foreign     Total
Company		  
Net sales2017$5,001$972     $5,973
20164,8059565,761
20154,6091,0465,655
Property, plant and equipment, net2017823108931
2016799107906

Appendix A

NOTE 20.19. RELATED PARTY TRANSACTIONS

The Company holds various equity investments with ownership percentages of up to 50% in a number of consumer products businesses, most of which operate both within and outside the United States. The equity investments, presented in Other assets and accounted for under the equity method, were $58$52 and $59$55 as of the fiscal years ended June 30, 20172022 and 2016,2021, respectively. The Company has no ongoing capital commitments, loan requirements, guarantees or any other types of arrangements under the terms of its agreements that would require any future cash contributions or disbursements arising out of an equity investment.

Transactions with the Company’s equity investees typically represent payments for contract manufacturing and purchases of raw materials. Payments to related parties, including equity investees, for such transactions during the fiscal years ended June 30, 2017, 20162022, 2021 and 20152020 were $62, $57$117, $44 and $55, respectively. Receipts from and ending accounts receivable and payable balances related to the Company’s related parties were not significant during or as of the end of each of the fiscal years presented.

NOTE 20. SUBSEQUENT EVENT

B-62       THE CLOROX COMPANY- 2017 Proxy Statement

TableOn August 3, 2022, the Company announced it will begin to implement a streamlined operating model in the first quarter of Contentsfiscal year 2023. The Company’s Board of Directors has approved up to approximately $100 of expenses to be incurred over fiscal years 2023 and 2024 related to this initiative, including restructuring costs, primarily employee-related costs, as well as associated implementation and other costs. The costs are expected to be recorded primarily within Other (income) expense, net.

Appendix B

NOTE 21. UNAUDITED QUARTERLY DATA

Dollars in millions, except market price and per share dataQuarters Ended
     September 30     December 31     March 31     June 30     Total Year  
Fiscal year ended June 30, 2017                         
Net sales$1,443$1,406$1,477$1,647$5,973
Cost of products sold8037778278953,302
Earnings from continuing operations179150172202703
Earnings (losses) from discontinued operations, net of tax—(1)—(1)(2)
Net earnings179149172201701
Per common share:
       Basic
              Continuing operations$1.39$1.16$1.34$1.56$5.45
              Discontinued operations———(0.01)(0.02)
              Basic net earnings per share$1.39$1.16$1.34$1.55$5.43
       Diluted
              Continuing operations$1.36$1.14$1.31$1.53$5.35
              Discontinued operations———(0.01)(0.02)
              Diluted net earnings per share$1.36$1.14$1.31$1.52$5.33
Dividends declared per common share$0.80$0.80$0.80$0.84$3.24
Market price (NYSE)
       High$140.47$124.70$139.30$141.76$141.76
       Low121.75111.24118.41127.62111.24
       Year-end133.24
Fiscal year ended June 30, 2016
Net sales$1,390$1,345$1,426$1,600$5,761
Cost of products sold7657457808733,163
Earnings from continuing operations173151159165648
Losses from discontinued operations, net of tax(1)(2)3——
Net earnings172149162165648
Per common share:
       Basic
              Continuing operations$1.34$1.16$1.23$1.28$5.01
              Discontinued operations(0.01)(0.01)0.02——
              Basic net earnings per share$1.33$1.15$1.25$1.28$5.01
       Diluted
              Continuing operations$1.32$1.14$1.21$1.26$4.92
              Discontinued operations(0.01)(0.01)0.02——
              Diluted net earnings per share$1.31$1.13$1.23$1.26$4.92
Dividends declared per common share$0.77$0.77$0.77$0.80$3.11
Market price (NYSE)
       High$119.75$131.78$132.19$138.41$138.41
       Low104.26114.06122.40119.23104.26
       Year-end138.39

Continues on next pageA-72       ►

THE CLOROX COMPANY- 20172022 Proxy Statement

B-63

Table of Contents

FIVE-YEAR FINANCIAL SUMMARY
The Clorox CompanyAppendix A

Years ended June 30
Dollars in millions, except per share data     2017     2016     2015     2014     2013  
OPERATIONS
Net sales$5,973$5,761$5,655$5,514$5,533
Gross profit2,6712,5982,4652,3562,391
Earnings from continuing operations$703$648$606$579$573
(Losses) earnings from discontinued operations, net of tax(2)—(26)(21)(1)
Net earnings$701$648$580$558$572
COMMON STOCK
Earnings per share
       Continuing operations
              Basic$5.45$5.01$4.65$4.47$4.37
              Diluted5.354.924.574.394.31
Dividends declared per share3.243.112.992.872.63
 
As of June 30
Dollars in millions20172016201520142013
OTHER DATA
Total assets(1)$4,573$4,510$4,154$4,251$4,302
Long-term debt(1)1,3911,7891,7861,5882,161
 
(1)

Prior year amounts have been retrospectively adjusted to conform to the current year presentation of debt issuance costs required by ASU No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” See Note 1 for details.

VALUATION AND QUALIFYING ACCOUNTS AND RESERVES (Dollars in millions)

Column AColumn BColumn CColumn D     Column E
AdditionsDeductions
Description     Balance at
beginning
of period		     
Charged to
costs and
expenses		     Credited to
costs and
expenses		     Credited
to other
accounts		Balance at
end
of period
Allowance for doubtful accounts                                                  
       Year ended June 30, 2017$(5)$—$2$—$(3)
       Year ended June 30, 2016(4)(1)——(5)
       Year ended June 30, 2015(3)(1)——(4)
LIFO allowance
       Year ended June 30, 2017$(32)$—$—$6$(26)
       Year ended June 30, 2016(34)(1)—3(32)
       Year ended June 30, 2015(36)——2(34)
Valuation allowance on deferred tax assets
       Year ended June 30, 2017$(37)$(3)$—$—$(40)
       Year ended June 30, 2016(34)(5)—2(37)
       Year ended June 30, 2015(51)(4)—21(34)

B-64       THE CLOROX COMPANY- 2017 Proxy Statement

Table of Contents

Appendix B

THE CLOROX COMPANY
RECONCILIATION OF ECONOMIC PROFIT (UNAUDITED)(1)

Dollars in millions     FY17     FY16     FY15  
Earnings from continuing operations before income taxes$1,033$983$921
Add back:
       Non-cash U.S. GAAP restructuring and intangible asset impairment
       charges491
       Interest expense8888100
       Earnings from continuing operations before income taxes,
       non-cash U.S. GAAP restructuring and intangible asset impairment
       charges, and interest expense$1,125$1,080$1,022
Less: Income taxes on earnings from continuing operations before
income taxes, non-cash U.S. GAAP restructuring and intangible asset
impairment charges and interest expense(2)359368350
Adjusted after tax profit766712672
Average capital employed(3)2,6802,4632,385
Less: Capital charge(4)241222214
Economic profit(1)(Adjusted after tax profit less capital charge)$525$490$458
 
Dollars in millionsFY22FY21FY20
Earnings before income taxes     $    607     $     900     $     1,185
Add back:
     Certain U.S. GAAP charges (2)(3)613572
     Interest expense1069999
Less:
     Saudi JV acquisition gain (4)—(82)—
          Earnings before income taxes, certain U.S. GAAP items and
          interest expense		7741,2741,286
Less:
     Income taxes on earnings before income taxes,
     certain U.S. GAAP items and interest expense (5)		174264267
Adjusted after tax profit6001,0101,019
Less: After tax profit attributable to noncontrolling interests99—
Adjusted after tax profit attributable to Clorox5911,0011,019
Average capital employed (6)3,4283,6553,478
Less: Capital charge (7)309329313
Economic profit (1) (Adjusted after tax profit attributable to Clorox
less capital charge)		$282$672$706
(1)

Economic profit (EP) is defined by the Company as earnings from continuing operations before income taxes, excluding non-cashcertain U.S. GAAP restructuringitems (such as asset impairments, charges related to digital capabilities and intangible asset impairment charges,productivity enhancements investment, significant losses/ (gains) related to acquisitions and other non-recurring or unusual items) and interest expense; less income taxes (calculated utilizingbased on the Company’s effective tax rate)rate excluding the identified U.S. GAAP items), and less after tax profit attributable to noncontrolling interests, and less a capital charge (calculated as average capital employed multiplied by a cost of capital rate). EP is a key financial metric that the Company’s management uses to evaluate business performance and allocate resources, and is a component in determining employee incentive compensation. The Company’s management believes EP provides additional perspective to investors about financial returns generated by the business and represents profit generated over and above the cost of capital used by the business to generate that profit.profit

(2)

Fiscal year 2022 includes $61 ($47 after tax) of incremental operating expenses primarily recorded within selling and administrative expenses related to the implementation related to the Company’s digital capabilities and productivity enhancements investment, which are recorded within the Corporate segment. The expenses relate to the following:


Twelve Months
Ended
June 30, 2022
                    External consulting fees (a)     $                    43
IT project personnel costs (b)11
Other (c)7
Total$61

(a) Comprised of third-party consulting fees incurred to assist in the project management and the preliminary project stage of this transformative investment. The company relies on consultants for certain capabilities required for these programs that the company does not maintain internally. These costs support the implementation of these programs incremental to the company’s normal IT costs and will not be incurred following implementation.

(b) Comprised of labor costs associated with internal IT project management teams that are utilized to oversee the new system implementations. Given the magnitude and transformative nature of the implementations planned, the necessary project management costs are incremental to the historical levels of spend and will no longer be incurred subsequent to implementation. As a result of this long-term strategic investment, the company considers these costs not reflective of the ongoing costs to operate its business.

(c) Comprised of various other expenses associated with the company’s new system implementations, including company personnel dedicated to the project that have been backfilled with either permanent or temporary resources in positions that are considered part of normal operating expenses.


Continues on next page►

THE CLOROX COMPANY - 2022 Proxy Statement

A-73

Table of Contents

Appendix A

(3)

Fiscal year 2021 includes impairment charges of $329 (after tax $267) of which $228, $93, and $8 related to the goodwill of the VMS reporting unit, certain indefinite-lived trademarks and other assets, respectively, and non-cash charges of $28 ($21 after tax) on investments and related arrangements made with a Professional Products business supplier.

(4)

On July 9, 2020, the Company increased its investment in each of the two entities comprising its joint venture in the Kingdom of Saudi Arabia (Saudi joint venture). As a result of this transaction, a non-cash nonrecurring net gain was recognized of $82 ($76 after tax) in Other (income) expense, net in the quarter ended September 30, 2020, primarily due to the remeasurement of the carrying value of the company’s previously held equity investment to fair value.

(5)

The tax rate applied is the effective tax rate on earnings from continuing operations, whichbefore the identified U.S. GAAP items was 31.9%22.5%, 34.1%20.7% and 34.2%20.8% in fiscal years 2017, 20162022, 2021, and 2015,2020, respectively. The difference between the fiscal year 2022 effective tax rate on earnings of 22.4% is due to the tax rate impact of the incremental operating expenses recorded related to the implementation of the Company’s digital capabilities and productivity enhancements investment of 0.1%. The difference between the fiscal year 2021 effective tax rate on earnings of 20.1% is due to the tax rate impact of the Professional Products supplier charge, VMS impairment, and Saudi JV acquisition gain of 0.1%, (0.4)%, and 0.9%, respectively.

(3)(6)

Total capital employed represents total assets less non-interest bearing liabilities. Adjusted capital employed represents total capital employed adjusted to add back current year after tax noncash U.S. GAAP restructuringitems, as applicable, and intangible asset impairment charges.deduct the current year after tax non-cash, non-recurring gain. Average capital employed is the average of adjusted capital employed for the current year and total capital employed for the prior year, based on year-end balances. See below for details of the average capital employed calculation:calculation.

(4)(7)

Capital charge represents average capital employed multiplied by a cost of capital, which was 9% for all fiscal years presented. The calculation of capital charge includes the impact of rounding numbers.

Dollars in millions     FY17     FY16     FY15  FY22FY21FY20
Total assets(5)$4,573$4,510$4,154      $    6,158     $     6,334     $     6,213
Less:
Accounts payable and accrued liabilities(6)(8)1,0021,032976 1,4631,6701,327
Current operating lease liabilities788164
Income taxes payable——31——25
Other liabilities(6)770784745 
Long-term operating lease liabilities314301278
Other liabilities (8)778819755
Deferred income taxes618295666762
Non-interest bearing liabilities1,8331,8981,847 2,6992,9382,511
Total capital employed2,7402,6122,307
After tax non-cash U.S. GAAP restructuring and intangible asset impairment charges261 
Adjusted capital employed$2,742$2,618$2,308
Total capital employed (6)3,4593,3963,702
After tax certain U.S. GAAP items (3)(4)02122
Adjusted capital employed (6)$3,459$3,608$3,704
Average capital employed$2,680$2,463$2,385 $3,428$3,655$3,478
  
(5)(8)Prior year amounts have been retrospectively adjusted to conform to the current year presentation of debt issuance costs required by ASU No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” Refer to the Notes to Consolidated Financial Statements for further details.
(6)Accounts payable and accrued liabilities were combined into one financial statement line as of June 30, 2016. The change has been retrospectively applied to all periods presented. Accounts payable and accrued liabilities and Other Liabilitiesliabilities are adjusted to exclude interest-bearing liabilities.

A-74       

THE CLOROX COMPANY- 20172022 Proxy Statement

B-65

Table of Contents



  IMPORTANT ANNUAL STOCKHOLDERS MEETING INFORMATION  












Using ablack inkpen, mark your votes with anXas shown in this example. Please do not write outside the designated areas.X




Electronic Voting InstructionsYour vote matters – here’s how to vote!
Available 24 hours a day, 7 days a week!
InsteadYou may vote online or by phone instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.this card.
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
Proxies submitted by the Internet or telephone must be received by 11:59 p.m., Eastern Time, on November 14, 2017.

Vote by InternetOnline

Before the meeting: •Go to
www.envisionreports.com/CLX
•  Or or scan the QR code with your smartphone— login details are located in the shaded bar below.

•  FollowDuring the steps outlined onmeeting: Go to
https://meetnow.global/MXNXWKW - login details are located in the secure websiteshaded bar below.


Vote by telephone

• 

Phone
Call toll free 1-800-652-VOTE (8683) within the USA, US territories &and Canada on a touch tone telephone

•Follow the instructions provided by the recorded message



Annual Meeting Proxy Card

▼ IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION,VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼


 A The Board of Directors recommends a voteFOR the election of each of the following director nominees:
1. Election of Directors: For   Against  Abstain  For   Against  Abstain  For   Against  Abstain 
    01 - Amy L. Banse ☐☐☐05 - Esther LeeA.D. David Mackay ☐☐☐09 - Pamela Thomas-GrahamMatthew J. Shattock ☐☐☐
02 - Richard H. CarmonaJulia Denman ☐☐☐06 - A.D. David MackayPaul Parker☐☐☐10 - Carolyn M. TicknorKathryn Tesija☐☐☐
03 - Benno DorerSpencer C. Fleischer☐☐☐ 07 - Robert W. MatschullatStephanie Plaines☐☐☐11 - Russell J. Weiner☐☐☐
04 - Spencer C. FleischerEsther Lee☐☐☐08 - Jeffrey NoddleLinda Rendle☐☐☐12 - Christopher J. Williams☐☐☐

 B The Board of Directors recommends a voteFOR Proposal 2.
   For  Against  Abstain
2. Advisory Vote to Approve Executive Compensation.☐☐☐

 D  C The Board of Directors recommends a voteFOR Proposal 4.3.
   For  Against  Abstain
4.3. Ratification of the Selection of Ernst & Young LLP as the Clorox Company’s Independent Registered Public Accounting Firm.☐☐☐

 F The Board of Directors recommends a voteFOR Proposal 6.
ForAgainstAbstain
6. Approval of the Company’s Equity Award Policy for Non-Employee Directors.☐☐☐
 C The Board of Directors recommendsONE YEAR for Proposal 3.
1 Year2 Years3 YearsAbstain
3. Advisory Vote on the frequency of future Advisory Votes on Executive Compensation.☐☐☐☐


 E The Board of Directors recommends a voteFOR Proposal 5.
ForAgainstAbstain
5. Approval ofShareholders also will consider and act upon such other business as may properly come before the Material Terms of the Performance Goals under the Company’s 2005 Stock Incentive Plan.☐☐☐Annual Meeting or any adjournment or postponement.

 D  G Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.

Date (mm/dd/yyyy) — Please print date below. The Board of Directors recommends a voteAGAINST Proposal 7.Signature 1 — Please keep signature within the box.Signature 2 — Please keep signature within the box.
/          / For

AgainstAbstain
7. Stockholder Proposal to amend Proxy Access Bylaws.☐030JPC☐☐



Table of Contents

Dear Stockholders:

Attached is the proxy for The Clorox Company’s 20172022 Annual Meeting of Stockholders (the “Annual Meeting”). ItShareholders of The Clorox Company will be held on
Wednesday, November 16, 2022 at 9:00 A.M. PST, virtually via the internet at https://meetnow.global/MXNXWKW.

To access the virtual meeting, you must have the information that is important that you vote your shares. You may vote via telephone,printed in the Internet or mail. If you wish to vote via telephone or the Internet, instructions are printed on this form. If you wish to vote by mail, please mark, sign, date and return the proxy using the enclosed envelope.

Only stockholdersshaded bar
located on the record date, September 18, 2017, or their legal proxy holders, may attend the Annual Meeting. To be admitted to the Annual Meeting, you must bring a current formreverse side of government-issued photo identification and proof that you owned Clorox common stock on the record date.this form.


Please see the “Attending the Annual Meeting” section of the proxy statement for further information.

Sincerely,
Angela C. Hilt
Vice President – Corporate Secretary
& Associate General Counsel

Annual Meeting of Stockholders
● Meeting Date: November 15, 2017
● Check-In Time: 7:30 a.m. Eastern Time
● Meeting Time:8:00 a.m. Eastern Time
● Meeting Location: the Company’s Durham, NC, offices, 210 W. Pettigrew Street, Durham, NC 27701

Please note that cameras, recording equipment and other electronic devices will not be allowed to be used in the meeting except for use by the Company. For your protection, briefcases, purses, packages, etc. may be inspected as you enter the meeting.

The Notice of Annual Meeting, Proxy Statement and 20172022 Integrated Annual Report — Executive Summary are available at www.envisionreports.com/CLX.CLX


Small steps make an impact.
Help the environment by consenting to receive electronic
delivery, sign up at www.envisionreports.com/CLX

▼ IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION,VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼


Proxy — The Clorox Company

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE CLOROX COMPANY

ANNUAL MEETING OF STOCKHOLDERSSHAREHOLDERS — NOVEMBER 15, 201716, 2022

The stockholder(s)shareholder(s) whose signature(s) appear(s) on the reverse side hereby appoint(s) Benno Dorer, Stephen M. RobbLinda Rendle, Angela Hilt and Laura Stein,Iké Adeyemi, and each of them individually, as proxies, each with full power of substitution, to vote as designated on the reverse side of this ballot, all of the shares of common stock of The Clorox Company that the stockholder(s)shareholder(s) whose signature(s) appear(s) on the reverse side would be entitled to vote, if personally present, at the Annual Meeting of StockholdersShareholders to be held at 8:9:00 a.m., EasternPacific time on Wednesday, November 15, 2017, at the Company’s Durham, NC, offices, 210 W. Pettigrew Street, Durham, NC 2770116, 2022 and any adjournment or postponement thereof. A majority of said proxies, including any substitutes, or if only one of them be present, then that one, may exercise all of the powers of said proxies hereunder.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE STOCKHOLDER(S)SHAREHOLDER(S). WHEN PROPERLY EXECUTED AND IF NO SUCH DIRECTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD OF DIRECTORS,FOR PROPOSAL 2 AND ONE YEARFOR FOR PROPOSAL 3,FOR PROPOSAL 4,FOR PROPOSAL 5,FOR PROPOSAL 6 ANDAGAINST PROPOSAL 7.3.

If any other matters properly come before the meeting, or any adjournment or postponement thereof, the persons named in this proxy will vote in their discretion.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE.

(Items to be voted appear on reverse side)



 HE Non-Voting Items
Change of Address —— Please print new address below.     Comments — — Please print your comments below.
 
 I Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
Date (mm/dd/yyyy) — Please print date below.Signature 1 — Please keep signature within the box.Signature 2 — Please keep signature within the box.
/        /        

IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A - I ON BOTH SIDES OF THIS CARD.