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ToLetter from Our Fellow ShareholdersIndependent 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.

I am pleasedEnhancing Board ESG Governance

Board oversight of ESG has never been more critical, given its strategic importance to invite youour company and the increasing scrutiny by regulators, shareholders and other stakeholders on corporate disclosures and activities around these matters. We believe our approach to attendstewardship of these issues continues to serve us, the company, and our 2020 Annual Meeting of Shareholders –shareholders well. We made progress on our first meeting to be held virtually.

TheESG 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 year has been a challenging one. Amid the COVID-19 global pandemic, The Clorox Company has been guided by our IGNITE strategy. When we launched our IGNITE strategy lastfiscal year, we did not know how prescient it would be, but it has grounded uscontinued to broaden our board's knowledge on these topics through engagement and provided the framework for us to act quicklydialogue with internal and boldly – not only in overcoming the challenges we have faced due to COVID-19 butexternal experts. We also in confronting the systemic racial injustice that has plagued our nation for centuries.

By integrating environmental, social and governance (ESG) goals into our IGNITE strategy, we put Planet, Product, People and Governance squarely at the centerundertook a review of our roadmapESG 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.

Maintaining Active Board Refreshment

Since our last annual meeting, we appointed two new directors to the board — Julia Denman and Stephanie Plaines — who collectively bring additional deep strategic, financial and industry leadership experience as well as strong track records of value 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 2023. Their appointments add to the near term. These core facetsstrength and diversity of our strategy have guideddirector nominee group, which is 50% women and 25% people of color.

After 15 years of service, Dr. Richard Carmona will be retiring from the board. We congratulate Rich on his retirement and thank him for his dedicated years of service, including six years as chair of the NGCRC. We are very grateful for his substantial contributions to the board, the company and our priorities during this time – maximizing supply to get our products where they’re needed; protectingshareholders, particularly his important perspectives as a former surgeon general of the health, safety and well-beingU.S. as the company navigated through the height of the pandemic.

Year-round, Ongoing Shareholder Engagement

As part of our employees; supporting caregivers and people most impacted by COVID-19; and donating to community-based racial justice initiatives. And we are committed to enhancing our leadership in these areas through an unwavering 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 implementation of recent practices such as the launch of our new ESG performance overseen byData Hub, which provides a centralized source for our board of directors.

key ESG disclosures. As of September 14, 2020, I stepped down as CEO, and Linda Rendle stepped into this role. Linda has been with Clorox for 17 years and was a key part of the team that developedboard's effort to continually enhance and expand their knowledge and skills, we invited one of our IGNITE strategy. With her outstanding track record of achieving results and her deep business and functional experience, I am confident Linda will lead the company’s ongoing progress against our IGNITE strategy and ESG goals – and will continue to make bold decisions, guided by Clorox’s core value, Do the Right Thing.

I am so proud of what we, as a team, have accomplished for our shareholders, as well as for our employees, consumers and communities, during my tenure as CEO – and we look forward to sharing that progress with you at our annual meeting. Thank you for your continued support and investment in Clorox.

Sincerely,

Benno Dorer
Executive Chair

As lead independent director of The Clorox Company, it is my honor to serve with our other independent directors as the independent voices representing you, ourlargest shareholders to help ensure thata board meeting and had the company continues to be managed with integrity and strong corporate governance.

The board of directors was faced with significant challenges this past year in overseeing and navigating the new risks presented by the COVID-19 pandemic as well as by the reawakening of deep wounds created by longstanding and systemic racial injustices. Clorox’s core value, Do the Right Thing, has been a beacon for the board of directors during this challenging time, guiding our work of overseeing strategy, risks and corporate culture.

During the COVID-19 pandemic, my role as liaison between the CEO and the other independent directors has become even more important in ensuring appropriate board oversight of risks. Benno and I have met at least weekly as the situation has progressed to ensure connectivity with and input from the Board. This work with Benno will continue, even as he steps into his new executive chair role. In addition, this year, as in past years, I participated in valuable discussions with a number of shareholders, particularly around our ESG efforts. I always appreciate theunique opportunity to hear their perspectives and feedback, which I shareengage in a dialogue with the rest of the Clorox board and management.them on emerging ESG issues.

As Benno recently transitioned to the role of executive chair, our new CEO, Linda Rendle, began assuming her new responsibilities. I worked closely with the executive committee and the other independent directors on her appointment, and I am very excited and proud that our thoughtful, long-term succession planning positioned us to name the company’s first female CEO.

The board of directors, upon recommendation of the Nominating, Governance and Corporate Responsibility Committee, has also nominated Linda for election to the board, along with four other female director nominees, putting our director nominee slate at 38% female. The director nominee slate is also ethnically diverse, with 31% of our director nominees self-identifying as an ethnic minority.

Inclusion and diversity is an important priority at Clorox – a priority that is encapsulated in the ESG goals of the company’s IGNITE strategy. This commitment starts at the top, with our board of directors, which is why we adopted a Board Diversity Policy over the last fiscal year, formalizing our historical practice of considering many forms of diversity to ensure we have the optimal mix of perspectives for effective governance.

On behalf of the independent directors,board, I want to thank you for your continued investment and confidence in Clorox. We believe that Clorox is well-positioned to drive sustainable growth, build a stronger, more resilient company and support.create long-term value for all of our stakeholders, including our shareholders. We look forwardthank you for the opportunity to engaging withcontinue serving you at our annual meeting.and the company.

Sincerely,

Pamela Thomas-GrahamMatthew J. Shattock
Lead Independent DirectorChair

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MessageLetter from Linda Rendle, DirectorOur 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:

Our ESG goals are integrated into our business strategy and CEOwe 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.

Dear Shareholders:

●	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 a longtime Clorox employee and your new chief executive officer,the world around us continues to rapidly change, I am honoredconfident that we are taking the necessary actions to write my first letter better position Clorox to you.

If the pandemicnavigate this uncertain macroeconomic environment, drive sustainable, profitable growth and societal shiftsdeliver 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 2020 have shown us anything, it’s that crises do not create leaders; they reveal them — all over our company. During COVID-19 we needed to find creative ways to protect our people’s health and safety while asking them to work around the clock on the front lines to produce record numbers of disinfecting and essential household products. We have aggressively expanded our production capacity, simultaneously reshaping and redeploying our output to focus on people who needed our products most, including healthcare workers. Continuing this expansion, while keeping our employees safe, remains our highest priority.

Throughout this period, we’ve never lost focus on the bigger picture: our commitment to Good Growth – growth that’s profitable, sustainable and responsible. It starts with continuing to serve more consumers through our global portfolio of trusted brands; helping people feel safer and more confident in public spaces as communities begin to reopen; making supply chain enhancements, including running some plants 24/7 to get as much of our products to people who need them most; and continuing to make progress in inclusion and diversity so that our employees and management team increasingly reflect the diverse make up of our consumers and communities.

It is in recognition of these things that the July 2020 Axios-Harris Poll 100, which surveyed about 35,000 Americans, ranked The Clorox Company No. 1 for corporate reputation based on vision, growth, products, culture, ethics and citizenship. Recent months have showcased my teammates’ courage, creativity and leadership; I take very seriously my responsibility to protect, enable and learn from them as we move forward together.

Sincerely,

Linda Rendle
Director and Chief Executive Officer

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Notice of Annual Meeting of Shareholders

You may also vote atonline 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 October 5, 2022, we began mailing a Notice of Internet Availability of Proxy Materials (the Notice) to our shareholders informing them that our Proxy Statement, 2022 Integrated Annual Report – Executive Summary, and any adjournmentvoting instructions are available on the Internet.

Your vote is very important. Whether or postponement.

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.

How to Attend the 2020 Virtual Annual Meeting. This year’s Annual Meeting will be virtual and held online via live webcast. In order to attend the Annual Meeting, you will need to visit www.meetingcenter.io/246179169, and you will be required to enter the meeting password ‘CLX2020’ and 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 to access the meeting. 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 register in advance 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 of the proxy statement for more information. 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 72-73. 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. To vote at the meeting, visit www.meetingcenter.io/246179169 and log in using the aforementioned information.

On or about October 6, 2020, we began mailing a Notice of Internet Availability of Proxy Materials to our shareholders informing them that our Proxy Statement, Integrated Annual Report – Executive Summary, and voting instructions are available on the Internet as of the same date.

Your vote is very important. 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 the Internet, or by signing, dating, and returning the proxy card in the envelope provided.

By Order of the Board of Directors,

Angela C. Hilt Vice President – Corporate Secretary & Deputy General Counsel By Order of the Board of Directors, Iké Adeyemi Vice President – Corporate Secretary & Associate General Counsel The Clorox Company 1221 Broadway Oakland, California 94612

October 6, 2020

Important Notice Regarding the Availability of Proxy Materials for The Clorox Company Shareholders Meeting to be Held on November 18, 2020: The Notice of Annual Meeting, Proxy Statement, and 2020 Integrated Annual Report – Executive Summary will be available at www.edocumentview.com/CLX.
1221 Broadway
Oakland, California 94612

October 5, 2022

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

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.

YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES YOU OWNELECTRONIC 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.

If 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

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

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

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iv	THE CLOROX COMPANY - 2022 Proxy SummaryStatement		1
	BOARD OF DIRECTORS		5
	Proposal 1: Election of Directors		5
	Who We Are: Our Director Nominees		5
	Shareholder Engagement		14
	Shareholder Outreach and Communications		14
	Shareholder Recommendations and Nominations of Director Candidates		14
	Director Communications		14
	How We Identify, Evaluate and Nominate Our Directors		15
	Director Skills & Experience		15
	Director Continuing Education and New Director Orientation		16
	Diverse Backgrounds & Experiences		17
	Board Diversity Policy		18
	Board Leadership Structure		18
	Annual Board and Director Evaluation Process		19
	How Our Directors Are Elected		20
	Vote Required		20
	Board’s Recommendation		20
	How Our Directors Govern		20
	The Clorox Company Governance Guidelines		20
	Our Corporate Governance Process		21
	The Board’s Role in Risk Management and Culture Oversight		22
	Board Meeting Attendance		22
	Director Independence		23
	Related Person Transaction and Conflict of Interest Policies and Procedures		23
	Code of Conduct		24
	Board Committees		24
	How Our Directors Are Paid		26
	Cash Compensation		27
	Equity Compensation		27
	Fiscal Year 2021 Compensation Changes		28
	Stock Ownership Philosophy and Guidelines for Directors		28
	OUR COMPANY		29
	Fiscal Year 2020 Performance		29
	IGNITE Strategy Guided by ESG Principles		30
	STOCK OWNERSHIP INFORMATION		34
	Beneficial Ownership of Voting Securities		34
	EXECUTIVE COMPENSATION		36
	Proposal 2: Advisory Vote to Approve Executive Compensation		36
	Board’s Recommendation		36
	Vote Required		37

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COMPENSATION DISCUSSION AND ANALYSISProxy Summary		381
Voting Matters and Voting Recommendations		Executive Summary		381
Our Director Nominees		1
Corporate Governance Strengths		2
Executive Compensation Highlights		3
Components of Our Executive Compensation Program		394
Our Company		Fiscal Year 2020 Performance Highlights5
Snapshot		5
Our Corporate Values and Purpose		5
Our IGNITE Strategy and Integrated ESG Pillars		6
Board of Directors		8
Proposal 1: Election of Directors		8
Our Director Nominees		8
Shareholder Engagement		21
Director Candidate Evaluation and Nomination		22
Board Leadership Structure		26
Annual Board and Director Evaluation Process		27
Vote Required		28
Board’s Recommendation		28
Corporate Governance and Board Matters		29
The Clorox Company Governance Guidelines		29
Board Oversight of Risk Management and Culture		29
ESG Governance		32
Board Meeting Attendance		33
Director Independence		34
Related Person Transaction and Conflict of Interest Policies and Procedures		34
Code of Conduct		35
Board Committees		35
Director Compensation		37
Executive Officers		40
	How Pay Was Tied to the Company’s Performance in Fiscal Year 2020Information about our Executive Officers			40
	Fiscal Year 2020 Compensation of Our Named Executive Officers			40
	What We Pay: Components of Our Compensation Program			41
	Retirement PlansStock Ownership Information			4641
	Post-Termination CompensationBeneficial Ownership of Voting Securities			4741
	PerquisitesDelinquent Section 16(a) Reports			4742

THE CLOROX COMPANY - 2022 Proxy Statement

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Executive Compensation		43
	Compensation Philosophy			47
	What We Have and Don’t Have – Elements of Our Executive Compensation Program			48
	How We Make Compensation Decisions			48
	Roles and Responsibilities in SettingProposal 2: Advisory Vote to Approve Executive Compensation			4843
	Independence of the Compensation ConsultantBoard’s Recommendation			4943
	Our Peer GroupVote Required			4944
	Other Executive Compensation Policies and Practices			50
	The Management Development and Compensation Committee Report			52
	Compensation Committee Interlocks and Insider Participation			52
	Compensation Discussion and Analysis Tables			53
	Fiscal Year 2020 Summary Compensation Table			5345
	Fiscal Year 2020 Grants of Plan-Based Awards			55
	Outstanding Equity Awards at Fiscal 2020 Year-End			56
	Fiscal Year 2020 Option Exercises and Stock Vested			58
	Fiscal Year 2020 Pension Benefits Table			59
	Fiscal Year 2020 Nonqualified Deferred Compensation			60
	Potential Payments Upon Termination or Change in Control			60
	Potential Payments Upon Change in Control			62
	Fiscal Year 2020 Termination Table			63
	Fiscal Year 2020 CEO Pay Ratio Plan Information			6578
	EQUITY COMPENSATION PLAN INFORMATIONAudit Committee Matters			6679
	AUDIT COMMITTEE MATTERS			67
	Proposal 3:	Ratification of Independent Registered Public Accounting Firm		6779
	Board’s Recommendation		6779
	Vote Required		6779
	Audit Committee Report			6880
	Fees of the Independent Registered Public Accounting Firm		6981
	ADDITIONAL ITEMS TO BE VOTED ON			70
	Proposal 4:	Amendment toInformation About the Company’s Restated Certificate of Incorporation to Eliminate the Supermajority Voting Provision		70
	Board’s RecommendationVirtual Annual Meeting			7182
	Vote Required			71
	INFORMATION ABOUT THE VIRTUAL ANNUAL MEETING			72
	Delivery of Proxy Materials		7282
	Voting Information		7283
	Form 10-K, Financial Statements, and Integrated Annual Report – Executive Summary		7485
	Solicitation of Proxies		7485
	Shareholder Proposals and Director Nominations for the 20212023 Annual Meeting		7586
	Eliminating Duplicative Proxy Materials		7687
	Attending the Virtual Annual Meeting			7788
	Submitting Questions for the Virtual Annual Meeting		7789
	Appendix A	Proposed Amendment to the Company’s Restated Certificate of Incorporation		A-1
	Appendix B	A: Management’s Discussion and Analysis of Financial Condition and Results of Operations Audited Financial Statements, and Other Selected Financial Information		A-1

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Proxy Summary

This summary highlights information contained elsewhere in this proxy statement and does not contain all of the information that you should consider. Please review the entire proxy statement before voting.

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Proposals to be Voted onVoting Matters and Board Voting Recommendations

				More information		Board’s voting recommendation
PROPOSAL 1		Election of Directors		Page 58		FOR EACH NOMINEE
PROPOSAL 2		Advisory Vote to Approve Executive Compensation		Page 3643		FOR
PROPOSAL 3		Ratification of Independent Registered Public Accounting Firm		Page 6779		FOR
PROPOSAL 4	Amendment to the Company’s Restated Certificate of Incorporation to Eliminate the Supermajority Voting Provision	Page 70		FOR

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.

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Our Director Nominees

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

Name

Age

Director Since

Principal Occupation

Independent

Committee Memberships

Age

Director Since

Principal Occupation

Independent

Committee Memberships

Amy Banse

61

2016

Senior Adviser to the Executive Committee, Comcast Corporation

✓

●AC

Richard H. Carmona

70

2007

Chief of Health Innovations, Canyon Ranch

✓

●NGCRC (Chair) ●MDCC

Benno Dorer

56

2014

Executive Chair, Clorox

Amy L. Banse

63

2016

Venture Partner, Mastry, Inc.

✓

●AC

Julia Denman

51

2022

Corporate Vice President and Head of Internal Audit, Enterprise Risk and Compliance, Microsoft Corporation

✓

●AC

Spencer C. Fleischer

67

2015

Managing Partner, FFL Partners, L.P.

✓

●MDCC (Chair)

69

2015

Chairman, FFL Partners, L.P.

✓

●MDCC (Chair)

Esther Lee

61

2013

Executive Vice President – Global Chief Marketing Officer, MetLife Inc.

✓

●NGCRC

63

2013

Former Executive Vice President – Global Chief Marketing Officer, MetLife Inc.

✓

●NGCRC (Chair)

A. D. David Mackay

65

2016

Former President and Chief Executive Officer, Kellogg Company

✓

●AC ●MDCC

67

2016

Former President and Chief Executive Officer, The Kellogg Company

✓

●AC ●MDCC

Paul Parker

57

—

Senior Vice President, Strategy and Corporate Development, Thermo Fisher Scientific Inc.

✓

●—(1)

59

2020

Senior Vice President, Strategy and Corporate Development, Thermo Fisher Scientific Inc.

✓

●AC

Stephanie Plaines

55

2022

Chief Financial Officer, J.C. Penney

✓

●AC

Linda Rendle

42

2020

Chief Executive Officer, Clorox

44

2020

Chief Executive Officer, Clorox

Matthew J. Shattock

58

2018

Non-Executive Chairman, Beam Suntory Inc.

✓

●AC

60

2018

Former Non-Executive Chairman, Beam Suntory Inc.

✓

●NGCRC

Kathryn Tesija

57

2020

Senior Adviser / Consultant, Simpactful LLC

✓

●MDCC

59

2020

Former Executive Vice President and Chief Merchandising and Supply Chain Officer, Target Corporation

✓

●MDCC ●NGCRC

Pamela Thomas-Graham Lead Independent Director

57

2005

Lead Independent Director, Clorox

✓

●NGCRC

Russell J. Weiner

52

2017

Chief Operating Officer and President of Domino’s US, Domino's Pizza, Inc.

✓

●AC ●MDCC

54

2017

Chief Executive Officer, Domino’s Pizza, Inc.

✓

●MDCC

Christopher J. Williams

62

2015

Chairman, Siebert, Williams, and Shank LLC

✓

●AC (Chair)

64

2015

Chairman, Siebert, Williams, Shank & Co. LLC

✓

●AC (Chair)

(1)	Mr. Parker’s committee memberships will be determined upon his election to the board of directors.

AC	Audit Committee
NGCRC	Nominating, Governance and Corporate Responsibility Committee
MDCC	Management Development and Compensation Committee

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THE CLOROX COMPANY - 20202022 Proxy Statement	1

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IGNITE Strategy and ESG Highlights

Last year, we announced our IGNITE strategy which includes a commitment to Good Growth – profitable, sustainable and responsible growth. IGNITE also puts environmental, social and governance (ESG) priorities at the forefront of our decision-making to ensure Clorox remains a leader in corporate responsibility.

ESG Goals

Our ESG goals are organized around the themes of Planet, Product and People and are integrated with the strategic choices of our IGNITE strategy.

Planet: We strive to be a leader in environmental sustainability with a focus on plastic and other waste reduction and science-based climate action. Product: We strive to be a leader in responsible product stewardship, with a focus on progressive actions to enhance our own and the consumer packaged goods industry’s practices. People: We strive to help our consumers and employees through purpose-led choices that enhance well-being. Our integrated IGNITE strategy is supported by an unwavering commitment to strong ESG performance overseen by the Board and NGCRC, and executed by our management team.

ESG Accomplishments and Recognition

Just a year after launching our IGNITE strategy, we are already making progress on our ESG goals – and being recognized for our performance to date.

During fiscal year 2020, we launched two major projects, bleach compaction (a conversion process that went forward despite the COVID-19 pandemic, demonstrating our commitment to sustainability) and conversion to 100% recycled fiber cartons in our Glad business, which is projected to contribute approximately 15% of our goal to reduce our virgin plastic and fiber packaging by 50%, by 2030. We also entered into a virtual power purchase agreement for the purchase of renewable energy starting in 2021, which is expected to help us achieve our goal of 100% renewable electricity in our U.S. and Canadian operations in 2021, four years ahead of our original plan.

We are also proud of the diversity across our organization. Our CEO is a woman – one of 38 among the Fortune 500 -- and our Lead Independent Director is a black woman. In 2020, Forbes also ranked Clorox as one of America’s Best Employers for Diversity, and Parity.org named Clorox one of The Best Companies for Women to Advance. As of the Annual Meeting date, women comprise 38% of our director nominees and 46% of our executive committee, and 31% of our director nominees and 23% of our executive committee are comprised of ethnic minorities. Two of our executive committee members openly identify as LGBTQ. As part of our continued commitment to transparency and progress in our inclusion and diversity efforts, we have shared our Employer Equal Opportunity data (EEO-1 data) which is submitted annually to the U.S. Equal Employment Opportunity Commission and is available in our 2020 integrated annual report.

2	THE CLOROX COMPANY - 2020 Proxy Statement

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Proxy Summary

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Corporate Governance Strengths

Board Structure and Independence

Board Structure and Independence		✓	All of our director nominees are independent, except for our CEO and Executive Chair
✓	SplitSeparate chair and CEO roles – with independent chair
✓	100% independent Boardboard committee members
✓	Strong lead independent directorIndependent chair can call special meetings of the Boardindependent 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

Board Oversight and annual training and certification process

✓	Strong Board and management succession planning process
✓	Rigorous stock ownership guidelines for directors and executives
✓	Employees, directorsDirectors and officers prohibited from hedging our stock, and Section 16 insiders are prohibited from pledging our stock under our insider trading policy

Shareholder Rights and Accountability

✓Both our annual and long-term incentive plans include clawback provision	Special meeting right for shareholders
✓	Annual electionESG achievements are a component of all directors
✓	Proactive shareholder engagement
✓	Proxy access right for shareholders
✓	Management proposalthe holistic assessment of our executives’ performance in relation to remove the supermajority voting provision from the Company’s charter, consistent with governance best practicescompensation

Board Composition

✓2	THE CLOROX COMPANYDiverse Board with effective mix of skills, experiences, and perspectives - 2022 Proxy Statement

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Proxy Summary

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Executive Compensation Highlights

✓●	Diverse Board leadership on committees and in lead independent director role
✓	Adopted formal Board diversity policyClorox continued to experience unprecedented business disruption in fiscal year 20202022.
✓	Active Board refreshmentIn fiscal year 2022, Clorox navigated through unprecedented inflationary pressures, supply chain challenges, and average board tenuremultiple COVID-19 waves. We implemented a broad set of 5.3 years (asactions within our control to address these issues; however, those actions couldn’t overcome the magnitude of the Annual Meeting date, assuming election of all director nominees)headwinds we faced.
✓	Effective annual Board, Board committee, and individual director evaluation process
✓	Majority voting and director resignation policy in uncontested director elections

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Business Performance and Executive Compensation Highlights

FY2020 Business Performance

The past fiscal year was like no other in our 107-year history. In the first half of fiscal year 2020, we set the stage for growth with strong investments in our robust innovation and distribution plans. Amid a global health crisis and significant social change, our management team and dedicated global workforce successfully rose to the challenge to be a force for good for millions of consumers.

Successes for the Company in fiscal year 2020 included:

●	Net sales growth of 8%, reflecting gains across all reportable segments;
●	A 16% increase 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 diluted earnings per share to $7.36 from $6.32 in the prior fiscal year;year 2022.
●	Continued focus on driving profitable 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, growth, leveraging strong demand-building investmentsnet earnings attributable to Clorox, and product innovationgross margin. Although a material portion of the basis for the company multiplier was attributable to support category growthforces outside Clorox’s control, the Management Development and market share;Compensation Committee chose not to apply its discretion to increase the company multiplier.
●	Record cost savings 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 the Company’s 13th consecutiveextremely high EP growth, one year of cost savings in excesslower-than-expected EP growth, and one year of $100 million;below-threshold EP growth.
●	External recognition 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 our leadership in corporate

	responsibility (Axios-Harris Poll 100), inclusion and diversity (Forbes America’s Best Employersperformance. In consideration of target performance goals for Diversity), and sustainability efforts (Barron’s 100 Most Sustainable Companies in America); and
●	$533 million in cash dividends paid to stockholders, including a 5% increase in the quarterly dividend announced in May 2020

FY2020 Pay for Performance

We received strong shareholder support with approximately 92% say on pay support at the 2019 Annual Meeting of Shareholders. This vote is a positive endorsement of the Company’s pay for performance philosophy and executive compensation decisions.

Our fiscal year 2020 results and compensation decisions continue to illustrate the application of our pay-for-performance philosophy, with pay being driven by performance in the following ways:

●

Fiscal Year 2020 Annual Incentive Payout. The annual incentive payout for each of our named executive officers (NEOs) exceeded target fiscal year 2023 being set below historic Clorox norms due to the company funding atchallenging 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 maximum funding level with a 200% company multiplier.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.

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Proxy Summary

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Components of Our Compensation Program

A substantial portion of our target total direct compensation for our executives is variable, with 88% of compensation at risk for our CEO and 82% of compensation at risk on average for our other NEOs. Base salary is the only fixed component of direct compensation.

Component and Rationale		Through the efforts of our employees across the globe in response to the COVID-19 pandemic, the Company significantly over-delivered on all of its FY20 financial goals, growing net sales, net earnings and gross margins versus the prior fiscal year, as well as exceeding the annual targets established at the beginning of the 2020 fiscal year and generating very strong results on our ESG- and people-related goals as part of our IGNITE strategy, in addition to delivering strong shareholder returns.CEO Proportion(1)		NEO(2) Proportion(1)		Performance Measures		Performance Period		Characteristics
● Base Salary Fixed pay to attract and retain talent, based on role, level of responsibilities, and individual performance.		Impacts				●N/A		N/A		Fixed cash
Annual Incentives Variable pay to incent and recognize performance in areas of COVID-19 Pandemic on Compensation.short-term strategic importance.		When considering				●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 Years		PSUs, stock options, and RSUs

(1)

Proportion represents the individual performance multiplier portion of theactual base salary, target annual incentive program,award, and grant date fair market value of actual long-term incentive awards granted in fiscal year 2022 (with PSUs measured at target). Percentages are rounded. Refer to the Board specifically considered the management team’s actions during the

COVID-19 pandemic, including their efforts to careSummary Compensation Table for our employees and our communities, as well as to maintain a safe and efficient supply of our products to benefit the greater population.further details on actual compensation.

●(2)

Fiscal Year 2020 Long-Term Incentive Payout. These awards were granted in September 2017, and payment was determined in August 2020, basedRepresents the average of all NEOs active on performance over the period commencing July 1, 2017, and ending June 30, 2020. Our three-year performance share results were above2022, other than the financial target for the three-year average annual economic profit growth rate and yielded a payout of 129% of target.CEO.

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

SeeFor more information, see the Compensation Discussion and Analysis section of this proxy statement for additional information.statement.

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What We Pay: Components of Our Compensation Program

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Compensation Mix. A substantial portion of our target total direct compensation for our executives is at-risk variable compensation, with 86% of compensation for our CEO and 76% of compensation for all of our other NEOs being at-risk. Base salary is the only fixed direct compensation component, as outlined in the following charts, which reflect target compensation for fiscal year 2020:

Compensation Mix - CEO(1)	Compensation Mix - Average of All Other NEOs(1)

(1)	Compensation mix represents the actual base salary, target annual incentive award, and actual long-term incentives granted in fiscal year 2020. Refer to the Fiscal Year 2020 Summary Compensation Table in the Compensation Discussion and Analysis section for further details on actual compensation.

●	Annual incentive. Our annual incentive program balances financial performance with the individual performance of each of our named executive officers. Our financial metrics include net sales (weighted at 50%), net earnings (weighted at 30%) and gross margin (weighted at 20%). Individual performance for each of our NEOs is evaluated holistically and for 2020 included how each executive addressed challenges posed by COVID-19, their management of human capital including diversity & inclusion, management of environmental risks, contributions to company operations and strategy, as well as position-specific business outcomes.
●	Long-term incentive. We orient our executive team towards long-term shareholder value creation by providing the majority of their target compensation through long-term equity awards. We align our executive team with our shareholders by providing each executive’s long-term incentive through performance shares and stock options, and starting in fiscal year 2021, restricted stock units. For fiscal year 2021, the composition of long-term incentive for executives will be 60% performance shares, 20% stock options and 20% restricted stock units. The performance shares are tied to economic profit, a measure of profitability that takes into account the expected return of all capital providers.

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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

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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 Thing

Put People at the Center

Play 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.

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Our Company

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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.

Clean World FY22 Highlights

Taking climate action and reducing plastic and other waste

●	We achieved our target of reducing our absolute scopes 1 and 2 emissions by 50% against our 2020 baseline.
●	We 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 a 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).

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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 U.S.

Thriving Communities FY22 Highlights

Investing 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.

●	Our Board in fiscal year 2022 was comprised of 46% women and 31% people of color (compared to 27% and 18%, respectively, for Fortune 500 companies in 2020).
●	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.
●	We welcomed our first-ever Chief Diversity and Social Impact Officer who is part of 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.
●	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.

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Board of Directors

Proposal 1: Election of Directors

The Board, upon the recommendation of the Nominating, Governance and Corporate Responsibility Committee (NGCRC), has nominated the thirteen12 people listed below for election at the Annual Meeting to serve until the 20212023 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified. All of the director nominees except Paul Parker, currently serve on the Board.

TheAs part of our ongoing, proactive efforts to implement effective corporate governance practices, the NGCRC annually 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, and in incumbent Board members, 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.

Consistent with the foregoing, Kathryn Tesija was appointed to the Board during calendar year 2020, and both she and Mr. Parker are being nominated by the Board for election by the shareholders for the first time. In separate search processes, Ms. Tesija and Mr. Parker were recommended to the NGCRC, along with other candidates, through a targeted, Company-led internal search process, with guidance from the NGCRC as to the parameters and criteria for candidates for membership on the Board. The NGCRC reviewed and evaluated the qualifications of all candidates identified and referred to them through such search process.

Robert Matschullat,Dr. Richard Carmona, who has served on the Board since 1999,2007, 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 onas 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.

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Who We Are: Our Director Nominees

We invite you to read about our director nominees below. Our director nominees represent diverse perspectives and experiences and bring core strategic, operating, financial and governance skills as well as consumer product

expertise to our Board.experiences. Each of the director nominees has agreed to be named in this proxy statement and to serve as a director, if elected.

elected.We believe that our directors should satisfy a number of qualifications, including demonstrated integrity, a record of personal accomplishments, a commitment to participation in board activities, and other attributes discussed below in the Director Candidate Evaluation and Nomination 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’s oversight of the Company’s activities. Each director biography includes the key experiences and qualifications 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 determining to recommend that they be nominated for election.

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Proposal 1: Election of Directors

Director Since		Name, Principal Occupation, and Other Information
2016		Amy L. Banse
Age: 63 Independent Director Since: 2016 Committees: Audit		Skills and Qualifications Amy Banse has served as senior adviser to the executive committee of Comcast Corporation, a global media and technology company (including Comcast Ventures, LLC, its venture capital arm), since September 2020. She previously served as executive vice president, Comcast Corporation, from January 2020 to September 2020 and as managing director and head of funds at Comcast Ventures LLC from 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, investing in early-and later-stage companies across a wide spectrum of industries, including commerce, digital media, cybersecurity, SaaS, enterprise, and autonomous vehicles. From 2005 to 2011, Banse was senior vice president, Comcast Corporation and president, Comcast Interactive Media, a division of Comcast responsible for developing online strategy and operating the company’s digital properties. In this role, she drove the acquisition of a number of digital properties, including Fandango, and, together with her team, oversaw the development of Xfinity TV. Since joining Comcast in 1991, 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. Earlier in her career, Ms. Banse was an associate at Drinker, Biddle & Reath LLP. Other Public Company Boards: Banse serves as a director of Adobe, Inc. (May 2012 to present). Nonprofit/Other Boards: Banse serves on the boards of a number of Comcast Ventures’ portfolio companies and on the board of Tipping Point Community. Director Qualifications: 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. Age: 61. Experience Highlights Mastry, Inc., an early-stage venture capital firm Committee Membership: ●Audit Committee.Venture Partner (March 2021 to present) Comcast Corporation, a global media and technology company ●Senior adviser to 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 ●Served in various positions, including content development, programming investments and overseeing the development and acquisition of Comcast’s cable network portfolio Earlier in her career, Banse was an associate at Drinker, Biddle & Reath LLP. Other Public Company Boards ●Adobe, 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.

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Proposal 1: Election of Directors

Julia Denman Age: 51 Independent Director Since: 2022 Committees: Audit

Skills and Qualifications Julia (Charter) Denman’s operational and risk management leadership, as well as her experience in executing transformation strategies enable her to provide valuable perspective on the Company’s growth strategy and capital allocation framework, as well as important contributions to the Board’s oversight of risk and compliance. She also brings deep financial and accounting expertise, having served as divisional chief financial officer of a publicly traded company, as well as highly relevant knowledge of the consumer packaged goods 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 business strategies and operations, oversight of its governance and strategy for global risk management and compliance and leading investigations related to business conduct ●Corporate vice president and chief financial officer of worldwide marketing and consumer business (August 2016 to November 2019) ●Corporate vice president and chief financial officer of devices business 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

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BoardProposal 1: Election of Directors

Spencer C. Fleischer Age: 69 Independent Director Since		Name, Principal Occupation, and Other Information
2007 Since: 2015		Richard H. Carmona, M.D., M.P.H., F.A.C.S.
	Committees: MDCC (Chair)	Richard Carmona has been chief of health innovations of Canyon Ranch Inc., a life-enhancement company, since August 2017. He previously served as vice chairman of Canyon Ranch, chief executive officer of the Canyon Ranch health division, and president of the nonprofit Canyon Ranch Institute from October 2006 to August 2017. 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, 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. Carmona served in the United States Army and the Army’s Special Forces. Other Public Company Boards: Carmona serves as a director of Axon Enterprise, Inc. (formerly Taser International, March 2007 to present) and Herbalife Ltd. (October 2013 to present). Nonprofit/Other Boards: Carmona serves on the boards of NuvOX Pharma LLC, Compassionate Care, DSI (Digital Skin Imaging), TherimuneX Pharmaceuticals, Inc., Better Therapeutics, LLC, Ross University and Health Literacy Media. Director Qualifications: Carmona’s experience as the Surgeon General of the United States and extensive background in public health, including as CEO of a hospital and healthcare system, provide him with a valuable perspective on public health and wellness matters, as well as insight into regulatory organizations and institutions, all of which are important to the Company’s business strategy. In addition, his executive leadership background, 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. Carmona’s experience in the United States Army and in academia also strengthens the Board’s collective qualifications, skills and experience. Age: 70. Committee Membership: Nominating, Governance and Corporate Responsibility Committee (Chair); Management Development and Compensation Committee.

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Director Since		Name, Principal Occupation, and Other Information
2014		Benno Dorer
		Benno Dorer is executive chair of the Board, a role he assumed on September 14, 2020. He served as chief executive officer (CEO) of the Company from November 2014 to September 2020, and became chair of the board effective August 2016. Prior to becoming CEO, Dorer was executive vice president and chief operating officer – Cleaning, International and Corporate Strategy since 2013, with responsibility for the Laundry, Home Care, and International businesses as well as Corporate Strategy and Growth. He previously served as senior vice president – Cleaning Division and Canada from 2011 through 2012, senior vice president – Cleaning Division from 2009 to 2011, and vice president & general manager – Cleaning Division from 2007 to 2009. 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: Dorer serves as a director of VF Corporation (February 2017 to present). Nonprofit/Other Boards: Dorer serves as the vice chair of the board of CBA (Consumer Brands Association). Director Qualifications: Dorer’s leadership experience and his in-depth knowledge of the consumer packaged goods industry, the Company’s businesses and his leadership in developing the Company’s 2020 Strategy and its new IGNITE Strategy enable him to provide valuable contributions with respect to strategy, growth and long-range plans. Additionally, his extensive international background provides him with a broad perspective on international customer and consumer dynamics and business strategy. Age: 56.
2015		Spencer C. Fleischer
		Spencer 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, 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: Fleischer is a director of Levi Strauss & Co. (July 2013 to present). He was previously a director of Banner Corporation (October 2015 to December 2016). Nonprofit/Other Boards: Fleischer is a director of Eyemart Express Holdings LLC and Americans for Oxford, Inc. Director Qualifications: 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: 67. Experience Highlights FFL Partners, L.P., a private equity firm ●Chairman (March 2021 to present) ●Managing Partner (April 1998 to March 2021) Committee Membership: Morgan Stanley & CompanyManagement Development, an investment management and Compensation Committee (Chair).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.

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BoardProposal 1: Election of Directors

Director Since		Name, Principal Occupation, and Other Information
2013		Esther Lee
Age: 63 Independent Director Since: 2013 Committees: NGCRC (Chair)		Skills and Qualifications Esther Lee brings to the Company significant executive and marketing expertise. Her marketing expertise has served asbeen focused on developing customer strategies to drive growth, driving customer-centric innovation and business transformation, and building solutions in consumer engagement. As a senior executive, she has helped shape business strategy and operating models, 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. Experience Highlights MetLife Inc., an insurance, annuities and employee benefits company ●Executive vice president – global chief marketing officer at MetLife Inc.(January 2015 to June 2021) AT&T Corporation, an insurance, annuities, and employee benefitsa global telecommunications company since January 2015. Previously, Lee served as senior ●Senior vice president – brand marketing, advertising and sponsorships for AT&T from 2009 to December 2014. From 2007 to 2008 she served as CEO Euro RSCG Worldwide, a French advertising agency ●Chief executive officer of North America and president of global brands for Euro RSCG Worldwide. Prior to that, she served for five years as The Coca Cola Company, a global beverage company ●Global chief creative officer for The Coca-Cola Company. Earlier in her career, Lee worked in several leadership positions in the advertising industry, including as co-founder of DiNoto Lee. In this capacity, Lee, where she worked with several consumer packaged goods companies, including The Procter & Gamble, Company, Unilever and Nestle. Nonprofit/Other Boards: Lee serves on the board of the MetLife Foundation. Director Qualifications: Lee brings to the Company significant executive and marketing expertise, focused on developing customer strategies to drive growth, building high-performing teams, and driving customer-centric innovation and transformation. Her current and prior executive leadership roles in global brand marketing, advertising, media and sponsorship have afforded her expertise in consumer engagement, creativity and digital transformation, as well as the operating models in these areas, that enable her to provide valuable contributions to the Company’s business strategies. Age: 61. Committee Membership: Nominating, Governance and Corporate Responsibility Committee.
2016		A. D. David Mackay
		David Mackay served as president and chief executive officer of Kellogg Company, a food manufacturing company, from 2006 until his retirement in 2011. From 2003 to 2006, he served as the company’s president and chief operating officer. Prior to that, Mackay held a number of other leadership positions at Kellogg, including roles at Kellogg Australia, United Kingdom and Republic of Ireland. He also previously served as managing director of Sara Lee Corporation in Australia and held various positions at Mars, Inc. Other Public Company Boards: Boards Mackay is a director of Fortune Brands Home and Security (September 2011●Pearson plc (February 2022 to present).

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Proposal 1: Election of Directors

A.D. David Mackay previously served as a director of Keurig Green Mountain, Inc. (December 2012 to March 2016). Age: 67 Nonprofit/Other Boards:Independent Director Since: 2016 Committees: Audit MDCC

Mackay serves on the boards of FSHD Global Research Foundation Ltd., Facio Therapies,Skills and Tropic Sport LLC.Qualifications Director Qualifications: 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: 65. Experience Highlights The Kellogg Company, a food and manufacturing company Committee Membership: ●Audit Committee; Management DevelopmentPresident and Compensation Committee.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 Sara Lee Corporation, a food and manufacturing company ●Managing director, Australia Mars, Incorporated, a multinational confections company ●Various positions Other Public Company Boards ●Fortune Brands Home and Security, Inc. (September 2011 to present) ●Keurig Green Mountain, Inc. (December 2012 to March 2016) Nonprofit/Other Boards ●FSHD Global Research Foundation Ltd. ●Facio Therapies ●Tropic Sport LLC

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Proposal 1: Election of Directors

Paul Parker Age: 59 Independent Director Since Since: 2020 Committees: Audit		Name, Principal Occupation,Skills and Other Information
—Qualifications		Paul Parker brings deep strategic
		expertise Paul Parker has served as senior vice president, strategy and corporate development for Thermo Fisher Scientific Inc. since April 2020, with responsibility for corporate strategy, mergers and acquisitions, corporate social responsibility, government relations, and digital marketing. Parker has 35 years of M&A banking experience in multiple sectors and geographies. Prior to joining Thermo Fisher, Parker served as Co-Chairman of the Global Mergers and Acquisitions Group for Goldman Sachs & Co. from August 2014 to March 2020, and also served on the firm's Partnership Committee and the Investment Banking Senior Leadership Council. Prior to Goldman Sachs, Parker worked at Barclays from September 2008 to July 2014 where he served as Chairman and Head of Global M&A, and subsequently adding responsibilities as Head of Corporate Finance. From 1995 to 2008, Parker was an investment banker at Lehman Brothers in several leadership positions, ultimately serving as Head of Global M&A from January 2008 to September 2008. He served on the Executive Committee for the Investment Banking Division of both companies and on the Americas Management Committee for Barclays Group. Between 1985 to 1995, Parker held positions at a number of financial institutions.experience Other Public Company Boards: Parker does not serve on any other public company boards. Nonprofit/Other Boards: Parker has previously served on the Board of New York City Outward Bound and is active in philanthropy supporting veterans’ issues, domestic violence victim support, and women’s healthcare initiatives. Director Qualifications: Parker brings deep financial, accounting and strategic expertise to the Board based on 35 years working in the banking and finance industries, as well as his experience leading strategy, and corporate development and sustainability efforts for a major multi-nationalmultinational public company. His longextensive experience in investment banking and expertise in mergers and acquisitions enable him to provide important insights to the Company on strategy and growth. Age: 57. 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, integration management, corporate social responsibility and government relations Goldman Sachs & Co., an investment bank and 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 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 committee for investment banking division

14	THE CLOROX COMPANYCommittee Membership: - 2022 Proxy StatementThe Board will determine committee membership for Parker upon his election.

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Proposal 1: Election of Directors

2020Stephanie Plaines Age: 55 Independent Director Since: 2022 Committees: Audit

Skills and Qualifications Stephanie Plaines brings extensive financial and accounting expertise gained from over 30 years of financial experience, including as chief financial officer of a publicly traded company. Her executive leadership experience across a wide variety of consumer, e-commerce and financial services companies also enables her to contribute unique insights to Clorox on strategy and growth. She 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 financial 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 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 international finance PepsiCo, Inc., a global beverage company ●Worked in global planning and analysis for Tropicana business and in corporate development Plaines started her career in investment banking and mergers and acquisitions at UBS. Other Public Company Boards ●KKR Acquisition Holdings I Corp. (January 2022 to present) ●Nielsen Holdings plc (April 2021 to present).

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Proposal 1: Election of Directors

Linda Rendle Age: 44 Director Since: 2020		Skills and Qualifications Linda Rendle
		Linda Rendle is chief executive officer of the Company, a role she assumed September 14, 2020. Previously, she served as president of the Company from May 2020 to September 2020. Before becoming president, she served as executive vice president – Cleaning, International, strategy and operations from July 2019 to May 2020, and executive vice president – strategy and operations from January 2019 to July 2019. Previously, she was executive vice president – Cleaning and strategy from June 2018 to January 2019, and she served as senior vice president and general manager – Cleaning, from August 2016 to June 2018, with additional responsibility for Professional Products as of April 2017. She served as vice president and general manager – Home Care from October 2014 to August 2016. She began her Clorox career in 2003 in the Sales division, where she served in various positions of increasing responsibility in sales planning and supply chain, culminating in her role as vice president – Sales – Cleaning, from 2012 to 2014. Before joining Clorox, Rendle worked for Procter & Gamble, where she held several positions in sales management in the Boston and Charlotte markets. Director Qualifications: Rendle’s long tenure at the Company and deep understanding of the consumer packaged goods industry, the Company’s businesses and her instrumental role in developing the Company’s IGNITE Strategystrategy enable her to provide valuable contributions with respect to strategy, growth and long-range plans. Additionally, her track record of outstanding business resultstenure and values-led leadership across many of the Company’s businesses providebusiness units provides her with a diverse perspective on global sales, product innovation and business strategy. Age: 42. 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

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BoardProposal 1: Election of Directors

Director Since		Name, Principal Occupation, and Other Information
2018		Matthew J. Shattock Independent Chair Age: 60
	Independent Director Since: 2018 Committees: NGCRC		Skills and Qualifications Matthew Shattock has served as non-executive chairman of the board of Beam Suntory Inc., the world’s third largest premium spirits company, since April 2019. He previously served as chairman and CEO of Beam Suntory, having joined Beam in March 2009 as president & CEO and 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. Prior to joining Beam, he spent six years at Cadbury plc, an international confectionary manufacturer, where he led its businesses first in The Americas and then in the Europe, Middle East & Africa region. Prior to Cadbury, Shattock spent 16 years at Unilever, an international manufacturer of food, home care and personal care products, in various leadership roles, culminating in his role as chief operating officer of Unilever Best Foods North America. Other Public Company Boards: Shattock serves as a director of VF Corporation (February 2013 to present), and as Chairman of Domino’s Pizza Group plc (March 2020 to present). Nonprofit/Other Boards: Shattock serves as a director of Suntory Holdings Ltd. and Beam Suntory Inc. and is a member of the board of The Boys and Girls Club of Lake County, Illinois. Director Qualifications: J. Shattock brings significant operational and executive leadership experience in the consumer packaged goods industry to the Board. His current and prior leadership roles, including overseeing the successful growth, integration and strategic transformation of a global spirits company as CEO, enable him to provide valuable insights to the Company’s business. Shattock has a strong track record of driving growth through innovation, brand communication and operational excellence. Age: 58. Experience Highlights Beam Suntory Inc., a global premium spirits company Committee Membership: ●Audit Committee.Non-executive chairman of the board (April 2019 to December 2020)
2020●		Kathryn Tesija
		Kathryn (Kathee) Tesija has served as a senior adviser and consultant at Simpactful LLC, a consumer packaged goods and retail consultancy firm, since April 2016. Previously, she served as executive vice presidentChairman and chief merchandisingexecutive officer (April 2014 to April 2019) ●President and supply chainchief executive officer, for Target Corporation,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 second-largest discount retailercompany’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 United States, from 2008 to 2015. In this role, she oversaw all functionsEurope, Middle East and Africa region Unilever plc, an international manufacturer of product designfood, home care and development, sourcing, merchandising, presentation, inventory management, operations, and global supply chain for Target.com and nearly 1,800 retail stores. During her tenure at Target beginning in 1986, she served in numerous positions of responsibility, including director, merchandise planning and senior vice president, merchandising. She continued to serve Target as a strategic advisor from July 2015 to March 2016.personal care products ●Chief operating officer, Unilever Best Foods North America ●Various leadership roles Other Public Company Boards: Boards Tesija serves on the board of Woolworths Group Limited (May 2016●VF Corporation (February 2013 to present). She previously served on the board ●Chairman of Verizon Communications (December 2012Domino’s Pizza Group plc (UK) (March 2020 to May 2020)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

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Proposal 1: Election of Directors

Kathryn Tesija Age: 59 Independent Director Qualifications: Since: 2020 Committees: MDCC NGCRC

Skills and Qualifications Kathryn Tesija brings to Clorox large-scale global merchandising and supply chain experience as well as operational and strategic planning expertise. Her tenure as a retail industry executive allows her to provide insights into customer and consumer behavior. This experience, together with her expertise in digital, innovation and marketing, allows her to provide valuable perspective on the company’sCompany’s strategic priorities to innovate brand and shopping experiences. Age: 57. Committee Membership: Management Development and Compensation Committee.

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Table of Contents, a department store chain

Director Since		Name, Principal Occupation, and Other Information
2005●		Pamela Thomas-Graham
		Pamela Thomas-Graham is the lead independent director for the Company. She is the founder and chief executive officer of Dandelion Chandelier LLC, a private digital media enterprise focused on the world of luxury. Prior to founding Dandelion Chandelier in August 2016, she served as chair, new markets, of Credit Suisse Group AG, a global financial services company, from OctoberStrategic advisor (July 2015 to June 2016. She served as chief marketing and talent officer, head of private banking & wealth management new markets, and member of the executive board of Credit Suisse from January 2010 to October 2015. From 2008 to 2009, she served as a managing director in the private equity group at Angelo, Gordon & Co. From 2005 to 2007, Thomas-Graham held the position of group president at Liz Claiborne, Inc. She served as chairman,March 2016) ●Executive vice president and chief executivemerchandising and supply chain officer (October 2012 to July 2015) ●Oversaw all functions of CNBC from 2001 to 2005. Previously, Thomas-Graham served as an executiveproduct 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 NBCresponsibility, including director of merchandise planning and assenior vice president, and chief executive officer of CNBC.com. Prior to joining NBC, Thomas-Graham was a partner at McKinsey & Company. merchandising Other Public Company Boards: Boards Thomas-Graham serves on the boards of Bank of N.T. Butterfield & Son●Woolworths Group Limited (May 2016 to present) ●Verizon Communications (December 20172012 to present), Peloton Interactive, Inc. (March 2018 to present), and Norwegian Cruise Line Holdings Ltd. (April 2018 to present).May 2020) Nonprofit/Other Boards: Thomas-Graham serves on the boards of Bumble, an online dating company and Compass, a real estate technology company. Director Qualifications: Thomas-Graham brings to the Company significant experience as an executive, including as a current and former CEO. Her current and prior executive leadership roles enable her to provide valuable contributions with respect to management, operations, growth and long-range plans. In addition, Thomas-Graham brings to the Company significant expertise in branding. Her prior experience as a management consultant also enables her to provide valuable contributions to the Company’s business strategies 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 oversight of the Company. Age: 57. Committee Membership: Nominating, Governance and Corporate Responsibility Committee.

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BoardProposal 1: Election of Directors

Director Since		Name, Principal Occupation, and Other Information
2017		Russell J. Weiner Age: 54
	Independent Director Since: 2017 Committees: MDCC		Skills and Qualifications Russell J. Weiner has served as chief operating officer for Domino’s Pizza, Inc., a restaurant chain, since July 2018, and president of Domino’s US since July 2020, having also served as president of the Americas from July 2018 to July 2020. Previously, he was chief operating officer and president of the Americas for Domino's Pizza, Inc. from July 2018 to July 2020. Before assuming this position, he served as president of Domino’s USA from September 2014 through June 2018. Prior to his role as president of Domino’s USA, he served as the company’s executive vice president, chief marketing officer, starting in 2008. Before joining Domino’s, he was vice president of marketing, Colas at Pepsi-Cola North America from 2005 to 2008. During his tenure at Pepsi-Cola North America, which commenced in 1998, Weiner held a number of leadership roles in marketing and brand management. Director Qualifications: Weiner’s 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. In addition, hisHis experience in digital innovation enablesallows him to helpoffer valuable contributions to the Company maintain itsas 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 positionroles in digital technology within the consumer packaged goods industry. Age: 52. Committee Membership: Audit Committee; Management Developmentmarketing and Compensation Committee.brand management

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Proposal 1: Election of Directors

Christopher J. Williams Age: 64
	Independent Director Since: 2015 Committees: Audit (Chair)		Skills and Qualifications Christopher Williams is chairman of Siebert, Williams, and Shank LLC, an investment banking and financial services company. Previously, Williams was 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 until it merged with Siebert Cisneros Shank to form Siebert, Williams, and Shank in November 2019. Prior to founding Williams Capital, 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: Williams is a director of Ameriprise Financial, Inc. (September 2016 to present) and of Union Pacific Corporation (November 2019 to present). He previously served on the boards of Caesars Entertainment Corporation (April 2008 to March 2019) and Wal-Mart Stores Inc. (June 2004 to June 2014). Nonprofit/Other Boards: Williams serves on the boards of Cox Enterprises Inc., Lincoln Center for the Performing Arts, and The Partnership for New York City. Director Qualifications: Williams brings a wealth of financial, accounting, and strategic expertise 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: 62. 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

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Proposal 1: Election of Directors

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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 shareholders		How 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 compensation	Diversity 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 Committee Membership: https://clorox.metrio.net/Audit Committee (Chair).

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Shareholder EngagementProposal 1: Election of Directors

Climate action

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 Company on a path to net zero emissions across scopes 1, 2 and 3 by 2050.

Shareholder Outreach and Communications

We maintain active, year-round engagement with our shareholders. During the past fiscal year, our directors and management met with many of our investors to discuss key corporate governance, executive compensation, corporate responsibility, culture and other important ESG topics. These meetings enable two-way dialogue between our shareholders and our Board and management, and for our leadership to listen to our shareholders’ perspectives and understand any concerns or feedback they may have.

The Board considers shareholder feedback from these meetings, along with emerging best practices, market standards, and policies at other companies in its perspectives. The feedback we have received from our shareholder engagement activities has informed the Board’s decisions and deliberations as well as our disclosures. For example, shareholder feedback helped inform the Board’s determination that elimination of the supermajority voting provision in our Company charter, as proposed in Proposal 4, is appropriate for the Company and our shareholders.

Our Board also considered shareholder input in reviewing the Company’s compensation plan design and metrics, as described in greater detail in the Compensation Discussion and Analysis section of this proxy statement, and in other key areas. Additionally, as part of the Company’s recent CEO succession process and the NGCRC’s evaluation of the Board’s leadership structure, as discussed in more detail on page 18, the NGCRC considered shareholder feedback as to whether separating the chief executive officer and chair roles would be in the Company’s best interest. We have also expanded some of our disclosures based on helpful feedback from our shareholders, including expanding our disclosures regarding diversity and inclusion, such as our EEO-1 data which is available in our 2020 integrated annual report, as well as regarding the skills and experience identified by the Board as being important in creating a diverse and well-rounded Board, among other areas.

Shareholder Recommendations and Nominations of Director Candidates

The NGCRC considers recommendations from many sources, including shareholders, regardingShareholders may recommend possible director candidates for director. Such recommendations, together withby sending the candidate’s biographical and business experience information (similar to that required to be disclosed under the applicable Securities and Exchange Commission (SEC)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 NGCRC evaluates all candidates for the Board in the same manner, including those suggestedrecommended by shareholders.

In addition, ourThe 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 (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 (proxy materials) ifMeeting. Notice of the shareholder(s) provide(s)nomination must be timely, written notice of such nomination(s) and the shareholder(s)shareholder and the nominee(s)nominee must satisfy the requirements specified in the Company’s Bylaws. Shareholders who wish to nominate directors for inclusion in the Company’s proxy materials or directly at an annual meeting of shareholders in accordance with the procedures in our Bylaws should follow the instructions under the Shareholder Proposals and Director Nominations for the 20212023 Annual Meeting section of this proxy statement.

Director Communications

Shareholders and interested parties may direct communications to individual directors, including the lead independent director,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 allthese communications so addressed and will forward to the addressee(s) allany communications determined to bearthat they determine bears substantively on the business, management, or governance of the Company.

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Board of Directors

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How We Identify, EvaluateDirector Candidate Evaluation and Nominate Our DirectorsNomination

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

While the Board has not established any specific minimum qualifications that a potential nominee must possess, director candidates, including incumbent directors, are assessed based uponon criteria established by the NGCRC 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.

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Proposal 1: Election of Directors

Criteria include broad-basedinclude:

✓	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 business skills and experience, 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, personal integrity and judgment, and diversity of thought, background and experience.continuity with fresh perspectives. The Board also adopted a Board Diversity Policy during fiscal year 2020, which requires the NGCRC tostrongly believes that its composition should include longer-tenured directors who have institutional memory and to have any search firm they engage include, diverse candidates who meet the Board membership criteria set forth in the Governance

Guidelines, in any pool from which the NGCRC selects director candidates. See Board Diversity Policy below for more information.worked with different CEOs and management teams, middle-tenured directors, and newer directors.

The NGCRC focuses on achieving the right balance of director experience, diversity and tenure of ourin evaluating new director candidates and current directors to obtain a Board with a combination of fresh perspectives andfor nomination. Further, the institutional memory of longer-tenured directors who have seen issues arise over time and have worked with different CEOs and management teams to guideNGCRC carefully considers the Company.

The ability of incumbent directors to continue to contribute to the Board and the Company’s evolving needs, is also carefully considered in connection withas part of the renominatingrenomination process. Further, under the Company’s Corporate

The Governance Guidelines (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 the individual iscurrent 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 Company.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 NGCRC as being important in creating a diverse and well-rounded Board:Board.

	Brand-building/marketing/digital/e-commerce experience
	Consumer packaged goods or relevant industry expertise
	Cybersecurity/information technology knowledge
	Emerging technology/innovation experience
	ESG experience (sustainability, social responsibility, public issues expertise)
	Experience in product development or supply chain management
	Human capital and culture experience

	International experience
	Operational experience
	Regulatory, scientific or R&D experience
	Retail/customer experience
	Risk Management Oversight
	Significant M&A/financial/accounting expertise

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●	Brand Building / Marketing Experience. Organic sales growth is one of our key financial metrics, and directors with experience in developing strategies to grow sales and market share and build brand awareness and equity, in addition to digital and social media and e-commerce experience, provide Contributes important perspectives on fueling growth, one of the core strategic choices of our IGNITE strategy.				INTERNATIONAL EXPERIENCE Supports key strategic decision-making in international markets, and helps us market and sell to our diverse consumer base.
●
		Consumer Packaged Goods or Relevant Industry Expertise. CPG/RELEVANT INDUSTRY KNOWLEDGEAs a company that relies on the strengths of our branded consumer products, we seek directors who are familiar with the consumer packaged goods and health and wellness industries; they are able to provide Provides guidance on the Company’s strategy and position in our industry, in addition to providing market insights.
●	Cybersecurity, Data Privacy and Information Technology Knowledge. Cyber and information security are vital to the Company’s operations, and experience and knowledge in this area allow directors to effectively oversee and advise on our risk management programs.
●	Emerging Technology and Innovation Experience. Directors with technology and innovation experience and knowledge (including digital and social media, e-commerce and the sharing economy) are able to identify and understand emerging technologies; have a deeper perspective on the disruptive forces in our industry; and can support the development of our business strategy, including with respect to corporate innovation.
●	Environmental, Social and Governance (ESG) Experience. ESG priorities form a core part of our IGNITE Strategy, and accordingly, we seek directors with sustainability, social responsibility, and public issues experience, allowing them to appropriately consider and address business, social and environmental challenges and the priorities of stakeholders, while also mitigating risks and unlocking opportunities for long-term sustainable growth.
●	Experience in Product Development / Supply Chain Management. OPERATIONAL EXPERIENCEInnovation, product development and supply chain management are critical areas for the Company in helping us continue to successfully develop and manufacture products to satisfy consumer demand and preferences.
●	Human Capital and Culture Experience. Experience in attracting, developing and retaining qualified personnel and fostering a corporate culture that reflects our values and encourages inclusion, diversity and performance is especially valuable to Clorox, especially within the context of the highly competitive talent market in which we operate and as we continue to reimagine work, a core strategic choice of our IGNITE strategy.

●	International Experience. Directors with global experience and perspective help us make key strategic and operational decisions in international markets, and help us market and sell to our diverse consumer base.
●	Operational Experience. We believe directors who have served in senior management roles can contribute Contributes insight into strategy, and operations and provide market insights that can help deliver cost savings and fuel growth.growth

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Proposal 1: Election of Directors

		We seek directors who have knowledgeCYBERSECURITY/IT KNOWLEDGE Supports effective oversight and experience inguidance 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.sectors
●
		Retail or Customer Experience. ESG EXPERIENCEInnovating brand Provides insights and shopping experiences is another core strategic choiceperspective in executing 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 the development and execution of our IGNITEbusiness strategy, and directorsincluding with insights on consumer engagement and industry trends will be key in helping us execute this strategy.
●respect to innovation				Risk Management Oversight. RISK MANAGEMENT EXPERIENCEDirectors with risk management experience guide Supports the Board in executing its responsibility to understand and overseeoversight of the various risks facing the Company, and ensure there are appropriateincluding implementation of mechanisms and policies in place to mitigate and manage those risks.
●
		Significant MergersPRODUCT/SUPPLY CHAIN EXPERIENCE Provides insights into these critical areas in helping us continue to successfully develop and Acquisitions / Strategy Experiencemanufacture products to satisfy consumer demand and Financial / Accounting Expertise. preferences.				SIGNIFICANT M&A/FINANCIAL/ ACCOUNTING EXPERTISEM&A, partnerships, strategy, accounting and financial reporting experience enable a director to provide Provides perspective on the Company’s strategic transactions andtransactions; ability to oversee the Company’s financial reporting and 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.

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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.

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Board of Directors

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 to guide the Company.teams.

5/13 women*	4/13 ethnically diverse**	11/13 independent	5.3 average tenure

Average Director Tenure

Note: As of the Annual Meeting date, assuming election of all director nominees.4.5 Years

*	The women on our Board are Ms. Banse, Ms. Lee, Ms. Rendle, Ms. Tesija and Ms. Thomas.3 Directors	6 Directors	3 Directors
**	Dr. Carmona identifies as Hispanic/Latino. Ms. Lee identifies as Asian-American, and both Ms. Thomas-Graham and Mr. Williams identify as Black.0-2 years	3-6 years	7+ years

*	As of the Annual Meeting

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

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

proud that our commitment to diversity does not end with just representation; diverse directors hold key leadership roles on our Board – our Lead Independent Director is a Black woman, our NGCRC chair is Hispanic, and our Audit Committee Chair is Black.

Clorox’s commitment to inclusion and diversity also forms a key part of our IGNITE strategy. Ethnic minoritiesAs of June 30, 2022, people of color represent 34%42% of our nonproduction employees and 30%32% of our nonproduction managers in the US, and women represent 51%36% of our employees and 47% of our nonproduction employees and 44% of our nonproduction managers globally. We are committed to inclusion and diversity because we fundamentally believe that diversity leads to better outcomes for our business; we are in 9 of 10 US households and empowering diverse thinking enables us to better meet the needs of our loyal and diverse consumers.business. We have also seen the value of diversity during times of uncertainty when different ways of thinking enablesenable us to be nimble, creative, and step up to meet challenges.

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Proposal 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 overof 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 each slate of potential

directors the Board considers in director searches.candidate pools. The policy recognizes that in considering director candidates for the Board, the NGCRC considers many forms of diversity such as, diversity of skills, professional experience, perspective, age, race, ethnicity, gender, sexual identity and orientation and cultural backgrounds, 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.

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Board Leadership Structure

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

In August 2020, as part

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 the Company's recent CEO succession planning process, the Board created a new leadership structure, with a new executive chair, a continuing strong lead independent director, a new separate chief executive officer and continuingmanagement, supported by strong independent committee chairs.

After careful consideration Matthew Shattock has served as independent chair since February 2021 and brings strong board and executive leadership experience to the NGCRCrole having previously served as a non-executive board chair and the Board determined that having separate chief executive officer and chair roles, with Ms. Rendle serving as CEO and Mr. Dorer serving as Executive Chair, would be in the best interestsa former public company CEO.

Responsibilities of the Company and its shareholders at this time. As CEO, Ms. Rendle is responsible for developing and overseeing the Company's business strategy and culture as well as managing the day-to-day operations of the Company and the Company's relationships with stakeholders. With Mr. Dorer serving as Executive Chair, the Company continues to leverage his significant experience and strong working relationships with the independent members of the Board. This role allows him to facilitate effective communication between management and the Board and to bring key issues to the Board's attention.chair

Because our Executive Chair is not independent, in accordance with the Company’s Corporate Governance Guidelines, the independent Board members have appointed Ms. Thomas-Graham as Lead Independent Director. The Board believes that having a strong lead independent director and strong independent committee chairs, along with an executive chair and a separate chief executive officer, provides an effective balance between strong company leadership and independent oversight. The Board is committed to continuously evaluating this structure to ensure that it promotes effective governance.

The duties of the executive chair include advising the CEO in connection with matters relating to the Board. In addition, the executive chair, among other responsibilities:

●	presidesPresides at all meetings of the Board;Board and all executive sessions of independent directors;
●	is available for consultation and direct communication with major shareholders, if requested;Has the authority to call additional meetings of the independent directors;
●	works with the lead directorReviews and members of management to establishapproves Board meeting agendasmaterials and meeting schedules;
●	advises the CEO and other members of management on information sent to the Board; andaccordingly;
●	provides feedback on the CEO’s performance.Reviews and approves meeting agendas and schedules to ensure sufficient time for discussion of all agenda items;

Further, the Board believes that Ms. Thomas-Graham’s strong leadership and qualifications, including her executive experience and her tenure on the Board, among other factors, contribute to her ability to fulfill the role of lead independent director effectively. In order to ensure that the lead independent director has the skills and qualifications necessary to serve as a strong leader, the Company has created clearly delineated comprehensive duties and responsibilities for the lead independent director, as outlined below.

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BoardProposal 1: Election of Directors

The lead independent director is elected annually by and from the independent directors. The duties of the lead independent director include coordinating the activities of the independent directors and serving as a liaison between the CEO or Chair, and the independent directors. In addition, the lead independent director:

●	assists the Board, the CEO and other members of management in promoting compliance with and implementation of the Governance Guidelines;
●	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 Chair’s absence;
●	reviews and approves information sent to the Board;
●	reviews and approves Board agendas, including meeting schedules to ensure sufficient time for discussion of all agenda items;
●	is availableAvailable for consultation and direct communication with major shareholders, if requested; and
●	monitorsMonitors and evaluates the CEO’s performance, of the CEO, along with the members of the MDCC and the other independent directors.

In addition to

While the duties listed above, Ms. Thomas-Graham has taken an active role inindependent 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 diversity efforts and outreach to employees, including participating in and speaking at events with our employee resource and affinity groups and meeting with high-potential employees of color. She also actively participates in discussions with shareholders, particularly around our ESG efforts, and shares feedback from these meetings withbusiness strategy, as well as managing the Board and executive committee. During the COVID-19 pandemic, Ms. Thomas-Graham has met at least weekly with the CEO, to ensure connectivity with and input from the Board.

Lastly, the Board is guided by strong, independent committee chairs, with Dr. Carmona leading the NGCRC, Mr. Fleischer leading the MDCC, and Mr. Williams serving as the Audit Committee chair.

Other than Mr. Dorer and Ms. Rendle, allday-to-day operations of the Company and the Company’s directors are “independent” as defined by the NYSE rules. 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.

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Annual Board and Director Evaluation Process

The NGCRC is responsible for overseeing

In addition to regularly reviewing its leadership structure, the Board, committee, and individual director evaluation process. Under the Governance Guidelines, the Board committees and each Board committee are required toindividual director conduct an annual self-evaluation. The evaluations includeself-assessment of their performance, a rangeprocess 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 committee performance,effectiveness, including Board and committee composition, structure, adequacy of information received, accountability,appropriate oversight, and effectiveness, among other topics.

Evaluations are conducted through individual director interviews as part of its evaluation process. Each director provides an individual assessmentaccountability, as well as any feedback they may have on otherprovide peer feedback.

Each Board members’committee also conducts a separate self-evaluation that is designed to assess committee performance on an annual basis. The individual assessments are conducted by the chair of the NGCRC, who summarizes and reports the results and any related recommendations to the NGCRC 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 updates to each quarterly Audit Committee meeting agenda many years ago, adding new topics or devoting more time to particular topics and businesses of interest, incorporating external speakers on certain topics, meeting with high potential employees below the executive level to develop relationships and become familiar with the potential internal management succession pipeline, revising the format and focus of Board materials, adding periodic updates that continue focusing on digital engagement and corporate development topics, and identifying the skills and expertise desired for future director candidates.

effectiveness.

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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

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How Our Directors Are ElectedVote Required

Vote 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 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 personsindividuals 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.

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Board’s Recommendation

The Board unanimously recommends a vote FOR each of the Board’s thirteen12 nominees for director listed aboveabove. . 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 How We Identify, EvaluateDirector Nomination and Nominate our DirectorsEvaluation 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.

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Table of ContentsHow Our Directors Govern

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, such as the evaluation of the CEO and ordinary-course and emergency succession planning.matters. The NGCRC reviews the Governance Guidelines on at least, an annual basis and recommends changes to the Board based on current corporate governance best practices.

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

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TableBoard Oversight of Contents

Board of Directors

Our Corporate Governance Process

We believe that a critical component of meaningful corporate governance is a robust annual process that includes active and transparent shareholder engagement. In addition to our regularly scheduled governance cadence described below, our Board reviews, considers, and acts, as necessary, upon ESG matters throughout the year.

Our annual engagement process typically includes the following:

Q1	Meeting with many large investors to seek feedback on ESG topics, with our Lead Independent Director participating in some of these meetings. Board discussion of board and committee composition and succession. Publication of proxy statement and integrated annual report.
Q2	Hosting shareholders (virtually or in person) at our annual meeting of shareholders.
Q3	Board review of key governance policies. Annual committee self-assessment process.
Q4	Multi-day Board strategy meeting, focusing on talent, diversity, succession planning, ESG strategy and enterprise risks. Annual director self-assessment process. The chair of the NGCRC meets with each director to receive feedback on the Board´s performance, discusses each director´s self-assessment and receives feedback on other directors.

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The Board’s Role in Risk Management and Culture Oversight

While the Company’s management is responsible for the day-to-day risk management process, the Board has ultimate responsibility for the oversight of the Company’s risk management, shaping effective corporate governance, and setting the right tone for integrity, ethics and culture.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 has instituted a robust, comprehensive enterpriseand the risk management program, which involves Board oversight,process to ensure that it is properly designed, well-functioning 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, whereby it identifies the top risks that the Company facesconsistent with respect to its business, operations,our overall corporate strategy, and other factors, as well as key mitigation strategies andalso delegates certain risk owners. The Company’s management reports and discusses identified risks and risk mitigation and management efforts withareas to each of the Board at minimum, on an annual basis and typically in connection with the Board’s annual strategy meeting.committees.

TheRisk Oversight by Board also overseesCommittees

As part of executing its risk management through its committees by allocating certain matters tooversight responsibility, the Board committeesdelegates specific oversight duties to each Board committee based on expertise, and theseas 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 entirefull Board.

●	The Audit Committee oversees the integrity ●Integrity of the financial statements the Company’s accounting ●Accounting and financial reporting matters and controls, including the independent and internal auditors risk ●Risk management andpolicies, compliance relating to accounting and financial reporting matters ●Data privacy, cybersecurity and receives quarterly cybersecurity updates.
●IT risks	The 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 and Compensation Committee (MDCC) oversees management development, retention and succession planning processes below the CEO level ●Individual performance, including ESG achievements, and approves compensation for executive officers and various benefit plans for the Company as a whole also assessing risks relating to our compensation structure. ●The Company’s diversity, equity and inclusion initiatives, programs and key metrics

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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,
●	The NGCRC oversees our annual employee engagement survey which gauges employee perception of the Company’s corporate governance practices, director nominations, Board, Committee, directorCompany as a place to work as well as their sense of inclusion,
●	the activities of our employee resource groups,
●	Company and peer evaluations, corporate responsibility, sustainabilityindustry updates between board meetings,
●	updates from the chief legal officer on any significant compliance, discrimination and political contribution matters, shareholder engagement, and compliance and ethics program.harassment complaints.

Furthermore, asAs part of its responsibilities,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 thatour compensation design offers performance incentives to employees and executives, while mitigating excessive risk-taking. The overall executive compensation program contains various provisions thatto mitigate against excessive risk-taking, including:

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

●	Capping the payouts under executive and non-executiveour incentive plans, which protect against executives taking short-term actions to maximize bonuses that are not supportive of long-term objectives;
●	UtilizingUsing weighted financial metrics under the Annual Incentive Plan that are intended to discourage revenue generation at the expense of profitability and profitable growth, and vice versa;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- andshort-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.

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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 annually as part of the Board’s oversight of enterprise risk management.

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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 our 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

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Corporate Governance and Board Matters

Recent Enhancements to ESG Governance

In overseeing culture, the Board also receives information throughrecent years, we have made a number of channels, including updates fromenhancements to further evolve governance of the chief people officer, such as dataCompany’s ESG progress and metrics fromactivities.

Board committee charters. In fiscal year 2022, we refreshed our annual employee engagement surveyBoard committee charters to provide further clarity on each committee’s roles and also relatingresponsibilities around ESG oversight and to inclusionensure coordinated coverage of ESG issues across the Board and diversity,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 the general counsel on any significant compliance, discriminationour multiple stakeholder groups, emerging proxy voting trends, and Clorox’s approach to its ESG materiality assessment and harassment complaints.

The Company also has formalized governance structurehow that informs its strategic priorities and reporting, channel policies that require management to notify the Board of, among other things, any instancesareas. As part of significant threatened or actual litigation, significant governmental or regulatory inquiry or proceeding, and any events or occurrences that could materially impactthis discussion, we invited one of the Company’s reputation,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 any cybersecurity-related issues that could involve the significant misappropriationour SEC filings, and monitoring of personal or sensitive/valuable company data, or that mayregulatory 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 significant operational, financial, legal or reputational impacts.oversight of ESG matters.

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Board Meeting Attendance

The Board held nineeight meetings during fiscal year 2020.2022. All incumbent directors attended at least 75% of the meetings of the Board and committees of which they were members during fiscal year 20202022 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 eleven10 members of the Board at the time of the Company’s 20192021 Annual Meeting of Shareholders attended that meeting.

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THE CLOROX COMPANY - 20202022 Proxy Statement

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Table of Contents

Corporate Governance and Board of DirectorsMatters

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Director Independence

TheUnder the Governance Guidelines, provide that a substantial majority of the Board must consist of a substantial majority of independent directors. The Board determines, in the exercise of its business judgment, in light of all facts and circumstances, whether individual Board members are independent, as defined by the New York Stock Exchange (NYSE). The Board has adopted and in accordance with the director independence standards which are set forth in the Governance Guidelines, to assist it in assessing the independence of directors.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 directors (Messrs. Fleischer, Mackay, Matschullat, Shattock, Weiner,(during fiscal year 2022, including Dr. Richard H. Carmona) and Williams, Mmes. Banse, Lee, Tesija, and Thomas-Graham, and Dr. Carmona) and our director nominee (Mr. Parker) arenominees is independent under the NYSE listing standards and the independence standards set forth in the Governance Guidelines, except for Mr. Dorer and Ms.Linda Rendle as a result