<Page>
Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Colgate-Palmolive Company
.................................................................
(Name of Registrant as Specified In Its Charter)
.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction
applies:
............................................................
(2) Aggregate number of securities to which transaction
applies:
.......................................................
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):
.......................................................
(4) Proposed maximum aggregate value of transaction:
.......................................................
(5) Total fee paid:
.......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
.......................................................
(2) Form, Schedule or Registration Statement No.:
.......................................................
(3) Filing Party:
.......................................................
(4) Date Filed:
.......................................................
<Page>
[Colgate-Palmolive Logo]
MARCH 27, 2002
Dear Fellow Colgate Stockholder:
You are cordially invited to attend our Annual Meeting of Stockholders on
Wednesday, May 8, 2002, at 10:00 a.m. in the Broadway Ballroom of the Marriott
Marquis Hotel, 1535 Broadway, between 45th and 46th Streets, New York, New York
10036.
At the meeting, we will ask you to elect the Board of Directors and consider
a stockholder proposal. We will also review the progress of the Company during
the past year and answer your questions.
This booklet includes the Notice of Annual Meeting and Proxy Statement. The
Proxy Statement describes the business we will conduct at the meeting and
provides information about the Company that you should consider when you vote
your shares.
This year the Proxy Statement also includes a new section highlighting the
Company's key corporate governance standards. We invite you to review this new
section of the Proxy Statement to learn about our continuing commitment to
excellence in corporate governance. As part of our annual corporate governance
review, we recently designated a fully independent Board committee to
periodically review the Company's shareholder rights plan (see page 7).
IT IS IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THE MEETING. WHETHER OR
NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, WE HOPE THAT YOU WILL VOTE ON THE
MATTERS TO BE CONSIDERED BY FOLLOWING THE INSTRUCTIONS ON THE ENCLOSED PROXY
CARD. YOU MAY VOTE YOUR PROXY BY TELEPHONE, INTERNET OR MAIL.
Very truly yours,
Reuben Mark William S. Shanahan
Reuben Mark William S. Shanahan
Chairman of the Board and President
Chief Executive Officer
<Page>
[Colgate-Palmolive Logo]
MARCH 27, 2002
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The 2002 Annual Meeting of Stockholders of Colgate-Palmolive Company will be
held in the Broadway Ballroom of the Marriott Marquis Hotel, 1535 Broadway,
between 45th and 46th Streets, New York, New York 10036, on Wednesday, May 8,
2002, at 10:00 a.m., for the following purposes:
1. To elect the Board of Directors;
2. To consider a stockholder proposal; and
3. To consider and act upon such other business as may properly come before
the meeting.
Stockholders of record at the close of business on March 11, 2002 are
entitled to vote at the Annual Meeting.
YOUR VOTE IS IMPORTANT. WE ENCOURAGE YOU TO VOTE BY PROXY, EVEN IF YOU PLAN
TO ATTEND THE MEETING. YOU MAY VOTE YOUR PROXY BY TELEPHONE, INTERNET OR MAIL. A
TOLL-FREE TELEPHONE NUMBER AND WEB SITE ADDRESS ARE INCLUDED ON YOUR PROXY CARD.
If you choose to vote by mail, please complete and mail the enclosed proxy card
to us in the return envelope, which requires no postage if mailed in the United
States. Voting now will not limit your right to change your vote or to attend
the meeting.
Andrew D. Hendry
Senior Vice President, General Counsel and Secretary
Colgate-Palmolive Company
300 Park Avenue
New York, New York 10022
<Page>
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
----
VOTING PROCEDURES........................................... 1
GOVERNANCE OF THE COMPANY................................... 5
Colgate's Corporate Governance Commitment............... 5
The Board of Directors.................................. 8
Committees of the Board of Directors.................... 12
Audit Committee Report.................................. 13
Compensation of Directors............................... 14
STOCK OWNERSHIP............................................. 15
Stock Ownership of Directors and Executive Officers..... 15
Compliance with Section 16(a) Beneficial Ownership
Reporting............................................. 17
STOCK PRICE PERFORMANCE GRAPHS.............................. 17
EXECUTIVE COMPENSATION...................................... 19
Summary Compensation Table.............................. 19
Stock Options........................................... 22
Retirement Plan......................................... 24
Executive Severance Plan and Other Arrangements......... 27
Compensation Committee Interlocks and Insider
Participation......................................... 28
P&O Committee Report on Executive Compensation.......... 28
INDEPENDENT PUBLIC ACCOUNTANTS.............................. 35
PROPOSALS REQUIRING YOUR VOTE............................... 36
Proposal 1: Election of Directors....................... 36
Proposal 2: Stockholder Proposal........................ 36
OTHER INFORMATION........................................... 39
Future Stockholder Proposals............................ 39
Nominations for Director................................ 39
Cost and Methods of Soliciting Proxies.................. 39
Other Business.......................................... 39
APPENDIX A -- AUDIT COMMITTEE CHARTER....................... A-1
</Table>
<Page>
PROXY STATEMENT
Colgate-Palmolive Company (referred to in this Proxy Statement as 'we' or
the 'Company') is sending you this Proxy Statement in connection with the
solicitation by the Board of Directors of proxies to be voted at the 2002 Annual
Meeting of Stockholders.
We are mailing this Proxy Statement, a proxy card and the 2001 Annual Report
of Colgate-Palmolive Company to stockholders beginning March 27, 2002. Neither
the Annual Report being mailed with the Proxy Statement nor the Audit Committee
Report included herein is part of the proxy-soliciting material.
VOTING PROCEDURES
WHO CAN VOTE
The Company has three classes of voting stock: Common Stock, $4.25 Preferred
Stock and Series B Convertible Preference Stock. If you were the record owner of
any of these classes of stock on March 11, 2002, the record date for voting at
the Annual Meeting, then you are entitled to vote at the meeting.
DETERMINING THE NUMBER OF VOTES YOU HAVE
Your proxy card indicates the number of shares of each class of stock that
you own. Each share of Common Stock and $4.25 Preferred Stock has one vote, and
each share of Series B Convertible Preference Stock has eight votes.
HOW TO VOTE
You can vote your shares in two ways: either by proxy or in person at the
Annual Meeting by written ballot. If you choose to vote by proxy, you may do so
using the telephone, the Internet or mail. Each of these procedures is more
fully explained below. Even if you plan to attend the meeting, the Board of
Directors recommends that you vote by proxy.
VOTING BY PROXY
Because many stockholders cannot attend the Annual Meeting in person, it is
necessary that a large number of stockholders be represented by proxy. You may
vote your proxy by telephone, Internet or mail, each as more fully explained
below. In each case, we will vote your shares as you direct. You can specify
when you vote your proxy whether your shares should be voted for all, some or
none of the nominees for director. You can also specify whether you approve,
disapprove or abstain from voting on the stockholder proposal. If you vote using
the telephone or Internet, you will be instructed how to approve, disapprove or
abstain from voting on this proposal.
If any other matters are properly presented at the Annual Meeting for
consideration, the Company's directors named on your proxy card will have
discretion to vote for you on those matters. At the time this Proxy Statement
was printed, we knew of no other matters to be raised at the Annual Meeting.
1
<Page>
VOTE BY TELEPHONE
If you are located in the United States, Canada or Puerto Rico, you
can vote your shares by telephone by calling the toll-free number on
your proxy card (at no cost to you). Telephone voting is
available 24 hours a day, seven days a week, until 11:59 p.m. on
Tuesday, May 7, 2002. Easy-to-follow voice prompts allow you to vote
your shares and confirm that your instructions have been properly
recorded. Our telephone voting procedures are designed to
authenticate shareholders by using individual control numbers. IF YOU
VOTE BY TELEPHONE, YOU DO NOT NEED TO RETURN YOUR PROXY CARD.
VOTE BY INTERNET
You also can vote your shares via the Internet. The web site address
for Internet voting is printed on your proxy card. Internet voting is
available 24 hours a day, seven days a week, until 11:59 p.m. on
Tuesday, May 7, 2002. As with telephone voting, you will have the
opportunity to confirm that your instructions have been properly
recorded. Our Internet voting procedures are designed to authenticate
shareholders by using individual control numbers. If you vote via the
Internet, you may incur costs such as telephone and Internet access
fees for which you will be responsible. IF YOU VOTE VIA THE INTERNET,
YOU DO NOT NEED TO RETURN YOUR PROXY CARD.
VOTE BY MAIL
To vote your shares by mail, complete and return the enclosed proxy
card to us before May 8, 2002, the date of the Annual Meeting. If you
sign and return the proxy card but do not specify how to vote, we
will vote your shares in favor of our nominees for director and
against the stockholder proposal.
VOTING AT THE ANNUAL MEETING
If you wish to vote at the Annual Meeting, written ballots will be available
from the ushers at the meeting. If your shares are held in the name of a bank,
broker or other holder of record, you must obtain a proxy, executed in your
favor, from the holder of record to be able to vote at the meeting. Voting by
proxy, whether by mail, telephone or Internet, will not limit your right to vote
at the Annual Meeting if you decide to attend in person. However, if you vote by
proxy and also attend the meeting, there is no need to vote again at the meeting
unless you wish to change your vote.
REVOCATION OF PROXIES
You can revoke your proxy at any time before it is exercised at the Annual
Meeting by taking any one of the following actions: (1) you can deliver a valid
written proxy with a later date or follow the instructions given for changing
your vote by telephone or via the Internet; (2) you can notify the Secretary of
the Company in writing that you have revoked your proxy (using the address in
the Notice of Annual Meeting of Stockholders above); or (3) you can vote in
person by written ballot at the Annual Meeting.
2
<Page>
QUORUM
To carry on the business of the Annual Meeting, a minimum number of shares,
constituting a quorum, must be present. The quorum for the Annual Meeting is a
majority of the votes represented by the outstanding stock of the Company. This
majority may be present in person or by proxy. Abstentions and 'broker
non-votes' (which are explained below) are counted as present to determine
whether there is a quorum.
BROKER NON-VOTES
A 'broker non-vote' occurs when your broker submits a proxy for your shares
but does not indicate a vote for a particular proposal because the broker does
not have authority to vote on that proposal and has not received voting
instructions from you. 'Broker non-votes' are not counted as votes against the
proposal in question or as abstentions, nor are they counted to determine the
number of votes present for the particular proposal.
Under the rules of The New York Stock Exchange, if your broker holds shares
in your name and delivers this Proxy Statement to you, the broker is entitled to
vote your shares on Proposal 1, even if the broker does not receive instructions
from you, but not on Proposal 2.
REQUIRED VOTE
Proposal 1: Election of Directors. The nine nominees for director who
receive the most votes of all the votes cast for directors will be elected. This
means that if you do not vote for a particular nominee, or if you indicate you
want to withhold authority to vote for a particular nominee when voting your
proxy, your vote will not count for or against the nominee.
Proposal 2: Stockholder Proposal. For the stockholder proposal, the
affirmative vote of a majority of the votes represented at the meeting, either
in person or by proxy, and entitled to vote on the proposal, is required for
adoption of the resolution. When voting your proxy, the Proxy Committee will
vote against this resolution unless you instruct otherwise. If you abstain from
voting on the stockholder proposal, it will have the same effect as if you voted
against the proposal. 'Broker non-votes' (which are explained above) will be
treated as not present for voting on the stockholder proposal.
CONFIDENTIAL VOTING
All proxies, ballots and vote tabulations that identify stockholders are
confidential. An independent tabulator will receive, inspect and tabulate the
proxies whether you vote by telephone, Internet or mail. Your vote will not be
disclosed to anyone other than the independent tabulator without your consent,
except if proxies are being solicited for a change of control of the Company or
if doing so is necessary to meet legal requirements.
VOTING BY EMPLOYEES PARTICIPATING IN THE COLGATE-PALMOLIVE SAVINGS AND
INVESTMENT PLAN
If you are a Colgate employee who participates in the Colgate-Palmolive
Company Employees Savings and Investment Plan (the 'Savings and Investment
Plan'), the trustee for the Plan will
3
<Page>
send you a proxy card prior to the Annual Meeting. This card will indicate the
aggregate number of shares of Series B Convertible Preference Stock and Common
Stock credited to your account under the Savings and Investment Plan as of
March 11, 2002, the record date for voting at the meeting.
You can direct the trustee to vote the shares by telephone, via the
Internet or by returning the card. Instructions for each method are
indicated on the proxy card.
If you do not indicate your vote to the trustee on time, the trustee will
vote your shares in the same proportion as the shares voted by employees
who vote on time.
VOTING BY EMPLOYEES PARTICIPATING IN A GLOBAL STOCK OWNERSHIP PLAN
If you are an employee who participates in one of our Global Stock Ownership
Plans, you will receive separate voting instructions from your local Human
Resources Department.
4
<Page>
GOVERNANCE OF THE COMPANY
COLGATE'S CORPORATE GOVERNANCE COMMITMENT
Colgate's Board of Directors believes strongly that good corporate
governance accompanies and greatly aids our long-term business success. This
success has been the direct result of Colgate's key business strategies,
including its focus on core product categories and global brands, people
development programs emphasizing 'pay for performance' and the highest business
standards. Colgate's Board has been at the center of these key strategies,
helping to design and implement them, and seeing that they guide the Company's
operations. To accomplish this, Colgate has developed and followed a program of
corporate governance, the highlights of which are described below.
BOARD INDEPENDENCE AND EXPERTISE
Board and Committee Independence. Since 1989, the Board of Directors has
been comprised entirely of outside independent directors, with the
exception of the CEO. All members of the P&O Committee, the Audit
Committee and the Committee on Directors are outside directors. There are
no interlocking directorships, and none of the outside directors receives
any consulting, legal or any other non-director fees from the Company.
Board Experience and Diversity. As its present Directors exemplify,
Colgate values experience in business, education and public service
fields, international experience, educational achievement, moral and
ethical character and diversity. Among the eight current independent
members, the Board includes four who are women or minorities.
Audit Committee Independence and Financial Literacy. All members of the
Audit Committee are outside directors, and the Board, in its business
judgment, has determined that they meet the independence and financial
literacy requirements of the NYSE.
DIRECTORS ARE SHAREHOLDERS
Director Compensation in Stock. On average, 89 percent of a director's
compensation is paid in Colgate stock. Board members also receive stock
options each year.
Significant Levels of Director Stock Ownership. Board members own
significant amounts of Company stock. For more information on director
stock ownership, please see the table included in 'Stock Ownership of
Directors and Executive Officers' on page 15.
No Director Pensions. In 1996, the Director Pension Plan was terminated.
At the same time the annual grant of Common Stock under the Stock Plan
for Non-Employee Directors was increased to further align with
shareholder interests.
ESTABLISHED POLICIES GUIDE GOVERNANCE AND BUSINESS INTEGRITY
Board and Committee Mission Statements. In 1992, the Board developed
mission statements and charters for the Board of Directors and the
Committees of the Board, long before the SEC or the NYSE recommended such
action.
Audit Committee Charter. In March 2000, the Board adopted and published a
new Audit Committee Charter ahead of NYSE and SEC deadlines. In March
2002, following the
5
<Page>
Audit Committee's annual review of its charter, the Board approved its
recommended modifications. A copy of the updated charter is included on
page A-1.
Corporate Governance Guidelines. Colgate first formalized its corporate
governance practices in 1996 in Colgate's Board Guidelines on Significant
Corporate Governance Issues. The Board believes these guidelines are
state-of-the-art.
Code of Conduct. The Board sponsors the Company's Code of Conduct and
Business Practices Guidelines, which promote the highest ethical
standards in all of the Company's business dealings, and the Global
Business Practices function, headed by an executive officer, oversees
compliance with these standards.
BOARD FOCUSED ON KEY BUSINESS PRIORITIES
Strategic Role of Board. The Board plays a major role in developing
Colgate's business strategy. It reviews the Company's Strategic Plan and
receives detailed briefings throughout the year on critical aspects of
its implementation. These include subsidiary performance reviews, product
category reviews, presentations regarding R&D initiatives and reports
from specific disciplines such as manufacturing and information
technology.
Succession Planning and People Development. The Board has extensive
involvement in this area with special focus on CEO succession. It
discusses potential successors to key executives and examines
backgrounds, capabilities and appropriate developmental assignments.
Regular reviews of professional training programs, benefit programs and
career development processes assist the Board in guiding the Company's
people development initiatives and efforts to gain a competitive
recruitment and retention advantage.
DIRECT ACCESS TO MANAGEMENT
Management Participation at Board Meetings. Key senior managers regularly
attend Board meetings. Topics are presented to the Board by the members
of management who are most knowledgeable about the issue at hand
irrespective of seniority. An open and informal environment allows
dialogue to develop between directors and management, which often
produces new ideas and areas of focus.
Direct Access to Management. The Board's direct access to management
continues outside the boardroom during frequent discussions with
corporate officers and division presidents, at times without the CEO
being present. Frequent interaction between directors and senior managers
takes place during the weeks between scheduled board meetings as well, as
directors are invited to, and often do, contact senior managers directly
with questions and suggestions.
ENSURING MANAGEMENT ACCOUNTABILITY
Performance-Based Compensation. Colgate has linked the pay of its
managers and employees at all levels to the Company's performance. As
described in greater detail in the P&O Committee Report on Executive
Compensation included herein, the P&O Committee adheres to this
pay-for-performance philosophy, and stock-based incentives comprise a
significant component of senior management's overall compensation.
6
<Page>
CEO Evaluation Process. The Board's evaluation of the CEO is a formal
annual process. The CEO is evaluated against the goals set each year,
including both objective measures (such as earnings per share) and
subjective criteria reflective of the Company's core values. As part of
the overall evaluation process, the Board meets informally with the CEO
to give and seek feedback on a regular basis.
BOARD PRACTICES PROMOTE EFFECTIVE OVERSIGHT
Board Size. Designed to maximize board effectiveness, Colgate's By-Laws
fix the number of directors between seven and 12. Currently, the Board
has nine directors.
Directorship Limits. To devote sufficient time to properly discharge
their duties, no director presently serves on more than three other
corporate boards.
Meeting Attendance. Each director attended 100% of the meetings of the
Board and the Committees on which they served in 2001.
Executive Sessions of Outside Directors. The outside directors of the
Board meet without the CEO present as necessary during the course of each
year.
CONTINUOUS IMPROVEMENT THROUGH EVALUATION
Board Evaluation Process. In 1997, the Board implemented a formal Board
evaluation procedure. The Board first evaluates the overall Board
performance against certain criteria that the Board has determined are
important to its success. These include financial oversight, succession
planning, compensation, corporate governance, strategic planning and
Board structure and role. The Board then reviews the results of the
evaluation and meaningful steps to enhance its performance.
Shareholder Rights Plan -- Periodic Evaluation Policy. Recently, the
Board designated a Board committee, made up of outside directors, to
evaluate the Company's Rights Plan every three years to determine whether
it continues to be in the interests of the Company and its stockholders.
EXTERNAL RECOGNITION FOR COLGATE'S GOVERNANCE PRACTICES
Wharton/SpencerStuart Award. Each year since 1995, the Wharton School of
the University of Pennsylvania, together with SpencerStuart, has
presented the 'Board Excellence Award' to a single U.S. public company.
In 2001, Colgate's Board of Directors received this honor for
demonstrated leadership in the area of corporate governance.
'Business Week' Top 10 Boards. For two consecutive years, the Board was
ranked among the top 10 Boards in the U.S. by 'Business Week'. Colgate
was chosen from a group of more than 200 public companies based on
'Business Week's' surveys of institutional investors and leading
corporate governance experts.
High CalPERS Rating. The Board earned an A+ rating from CalPERS, a
leading corporate governance advocate, following its evaluation of
Colgate's corporate governance practices against nationally recognized
benchmarks.
7
<Page>
THE BOARD OF DIRECTORS
The Board of Directors oversees the business, assets, affairs and
performance of the Company. In accordance with the Company's long-standing
practice, the Board of Directors is independent, consisting of a majority of
outside directors. Currently, the Board has nine directors, consisting of eight
outside, non-employee directors and one employee director, Reuben Mark, who is
the Chief Executive Officer of the Company.
The Board of Directors met nine times during 2001. The directors attended
100% of the meetings of the Board and the committees on which they served in
2001. In 2001, the outside directors continued their practice of meeting from
time to time without Mr. Mark present.
The name, age, principal occupation and length of service of each director,
together with certain other biographical information, are set forth below. All
nominees, other than Carlos M. Gutierrez and Delano E. Lewis, have been
directors since last year's Annual Meeting.
<Table>
[PHOTO] Chairman and Chief Executive Officer of the Company. Mr.
Mark joined the Company in 1963 and has held a series of
REUBEN MARK, 63 significant positions in the United States and abroad. He
was appointed Vice President and General Manager of the
Household Products Division in 1975. From March 1979 to
March 1981, he was Group Vice President of domestic
operations. In March 1981, he was elected Executive Vice
President and became President and a director of the Company
on March 1, 1983. Mr. Mark was elected Chief Executive
Officer in May 1984 and Chairman in May 1986. Mr. Mark is
also a director of Citigroup, Pearson plc and AOL Time
Warner.
Director since 1983
[PHOTO] Visiting Scholar, Program in Science, Technology and
Society, Massachusetts Institute of Technology since 1985.
JILL K. CONWAY, 67 Mrs. Conway was President of Smith College from 1975 to
1985. She was Vice President, Internal Affairs, University
of Toronto, from 1973 to 1975 and a member of its graduate
faculty from 1971 to 1975. She has served as a member of the
Harvard University Board of Overseers and The Conference
Board and as a trustee of Hampshire College, Northfield Mt.
Hermon School and The Clarke School for the Deaf. Mrs.
Conway is Chairman of Lend Lease Corporation and is a
director of Merrill Lynch & Co., Inc. and Nike, Inc. She is
also a trustee of Adelphi University, Mt. Holyoke College
and The Knight Foundation.
Director since 1984
</Table>
8
<Page>
<Table>
[PHOTO] Chairman of General Re Corporation since 1987. Mr. Ferguson
served as Chief Executive Officer from 1987 until 2001. He
RONALD E. FERGUSON, 60 has been with General Re since 1969. Prior to joining
General Re, Mr. Ferguson worked for the Kemper Insurance
Group from 1965 to 1969 and served with the U.S. Public
Health Service from 1966 to 1968. Mr. Ferguson is a director
of Insurance Service Offices, Inc. and the Insurance
Institute of America. He is a Fellow of the Casualty
Actuarial Society and the American Academy of Actuaries.
Director since 1987
[PHOTO] Chairman of the Board, President and Chief Executive Officer
of Kellogg Company since April 2000. Mr. Gutierrez joined
CARLOS M. GUTIERREZ, 48 Kellogg de Mexico in 1975 and became its general manager in
1984. He was promoted to Vice President of Kellogg Company
and Executive Vice President of Sales and Marketing, Kellogg
USA in 1990, General Manager of Kellogg USA Cereal Division
in 1993 and Executive Vice President of Kellogg Company and
President, Kellogg Asia-Pacific in 1994. He became President
and Chief Operating Officer in 1998, a director in January
1999 and President and Chief Executive Officer in April
1999. Mr. Gutierrez is a member of the Board of Directors of
Grocery Manufacturers of America and serves on the Visiting
Committee Advisory Board of the University of Michigan
Business School.
Director since 2002
</Table>
<Table>
[PHOTO] Former Chairman and Chief Executive Officer of Exodus
Communications, Inc., a computer network and Internet
ELLEN M. HANCOCK, 58 systems company, March 1998 to September 2001. From July
1996 to July 1997, Mrs. Hancock was Executive Vice
President, Research and Development, Chief Technology
Officer of Apple Computer Inc. She previously was Executive
Vice President and Chief Operating Officer, National
Semiconductor. Prior to joining National Semiconductor in
1995, she was Senior Vice President and Group Executive at
IBM. Mrs. Hancock is a director of Aetna. She is also on the
Board of Trustees of Marist College.
Director since 1988
</Table>
9
<Page>
<Table>
[PHOTO] Chairman Emeritus of Campbell Soup Company. Mr. Johnson
began his business career as a management trainee at Colgate
DAVID W. JOHNSON, 69 Australia in 1959 and after a series of promotions became
General Manager of Colgate's South African subsidiary in
1967. From 1972 to 1982, Mr. Johnson held several senior
positions with Warner-Lambert. In 1982, Mr. Johnson became
President and Chief Executive Officer of Entenmann's, Inc.
From 1987 to 1990, he variously served as Chairman, Chief
Executive Officer and President of Gerber Products Company.
Mr. Johnson was Chairman of Campbell Soup Company from 1993
to 1999 and its President and Chief Executive Officer from
January 1990 to July 1997 and also from March 2000 to
January 2001. Mr. Johnson is a director of Duane Reade, Inc.
and serves on the Advisory Council for the University of
Notre Dame College of Business Administration as well as the
University of Chicago's Graduate School of Business.
Director since 1991
[PHOTO] Chairman and Chief Executive Officer, Schering-Plough
Corporation. Mr. Kogan joined Schering-Plough as Executive
RICHARD J. KOGAN, 60 Vice President, Pharmaceutical Operations in 1982 and became
President and Chief Operating Officer in 1986, President and
Chief Executive Officer in 1996 and Chairman and Chief
Executive Officer in 1998. Mr. Kogan is also a director of
The Bank of New York Company. He serves on the boards of St.
Barnabas Corporation & Medical Center and New York
University, and is a member of the Business Round Table and
the Council on Foreign Relations.
Director since 1996
[PHOTO] Former U.S. Ambassador to South Africa, December 1999 to
July 2001. Mr. Lewis served as the Chief Executive Officer
DELANO E. LEWIS, 63 and President of National Public Radio from 1994 to 1998.
From 1988 through 1993, Mr. Lewis was the President and
Chief Executive Officer of Chesapeake & Potomac Telephone
Company, which he joined in 1973. Mr. Lewis has also served
on the Peace Corps staff in Africa and on the staff of the
United States Equal Employment Opportunity Commission and
the United States Department of Justice. Mr. Lewis is also a
director of Eastman Kodak Company.
Director from 1991 to 1999 and since 2001
</Table>
10
<Page>
<Table>
[PHOTO] Former Chairman of Tambrands Inc., June 1993 to September
1996. Prior to becoming Chairman, Mr. Wentz had been a
HOWARD B. WENTZ, JR., 72 director of Tambrands. Previously, he was Chairman of ESSTAR
Incorporated, 1989-1995, and Chairman, President and Chief
Executive Officer of Amstar Company, 1983-1989. Mr. Wentz
joined Amstar in 1969 as Vice President of Operations for
its subsidiary, Duff-Norton Company, Inc. He was elected
President of Duff-Norton in 1970, Vice President of Amstar
in 1972, a director in 1976 and Executive Vice President and
Chief Operating Officer in 1979. He assumed the additional
responsibilities of President in 1981, Chief Executive
Officer in 1982 and Chairman in 1983. In 1984, Mr. Wentz was
appointed President and a director of Amstar Holdings, Inc.
Director since 1982
</Table>
OTHER INFORMATION REGARDING DIRECTORS
In the ordinary course of business, General Re Corporation, its subsidiaries
and its parent company, Berkshire Hathaway, Inc., make portfolio investments and
may from time to time hold securities of the Company. Mr. Ferguson, Chairman of
General Re Corporation, disclaims any beneficial ownership of these securities.
Mrs. Hancock resigned as Chairman of the Board and Chief Executive Officer of
Exodus Communications, Inc. on September 4, 2001. Exodus filed a voluntary
petition under Chapter 11 of the federal bankruptcy laws on September 26, 2001.
11
<Page>
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has four standing committees: the Audit Committee,
the Committee on Directors, the Finance Committee and the Personnel and
Organization Committee (the 'P&O Committee'). The members and responsibilities
of these committees are set forth below.
COMMITTEE MEMBERSHIP (* indicates Chair and ** indicates Deputy Chair)
<Table>
<Caption>
Audit Committee Committee on Directors Finance Committee P&O Committee
- -------------------- ---------------------- --------------------- ------------------
Jill K. Conway Jill K. Conway Ronald E. Ferguson Jill K. Conway*
Ronald E. Ferguson* David W. Johnson* Ellen M. Hancock** Ronald E. Ferguson
Ellen M. Hancock Delano E. Lewis Richard J. Kogan David W. Johnson
Howard B. Wentz, Jr. Howard B. Wentz, Jr. Reuben Mark Richard J. Kogan**
Howard B. Wentz, Jr.* Delano E. Lewis
</Table>
AUDIT COMMITTEE
The Audit Committee assists the Board of Directors in its oversight of
management's fulfillment of its financial reporting and disclosure
responsibilities and its maintenance of an appropriate internal control system.
It also recommends the appointment of the Company's independent public
accountants and oversees the activities of the Company's internal audit function
and the Global Business Practices function. All members of the Audit Committee
are non-employee directors. The Board of Directors, in its business judgment,
has determined that all members of the Audit Committee are 'independent,' as
required by the applicable listing standards of The New York Stock Exchange.
The Audit Committee met three times during 2001. To ensure independence, the
Audit Committee also met separately with the Company's independent public
accountants, internal auditor and other members of management.
During 2000, upon the recommendation of the Audit Committee, the Board of
Directors approved a new charter in response to the audit committee requirements
adopted by the Securities and Exchange Commission and The New York Stock
Exchange in December 1999. In March 2002, following the Audit Committee's annual
review of its charter, the Board of Directors approved its recommended
modifications. A copy of the updated charter is attached to this Proxy Statement
as Appendix A. The Audit Committee believes it fulfills its charter.
COMMITTEE ON DIRECTORS
The Committee on Directors recommends nominees for the Board of Directors
and reviews the performance of the Board of Directors in accordance with a
formal procedure. It also makes recommendations to the Board regarding Board and
committee structure, corporate governance and director compensation. The
Committee on Directors met three times during 2001. All members of the Committee
on Directors are non-employee directors.
12
<Page>
FINANCE COMMITTEE
The Finance Committee oversees the financial policies and practices of the
Company, reviews the budgets of the Company and makes recommendations to the
Board on financial and strategic matters. It also oversees the Company's
finance, treasury and related functions. The Finance Committee met four times
during 2001. With the exception of Reuben Mark, all members of the Finance
Committee are non-employee directors.
PERSONNEL AND ORGANIZATION COMMITTEE
The P&O Committee oversees the organizational, personnel, compensation and
benefits policies and practices of the Company. It reviews the compensation of
executive officers and recommends to the Board the compensation of the Chief
Executive Officer. It also administers the stock option plans of the Company,
the Executive Incentive Compensation Plan and the Executive Severance Plan and
oversees the Company's charitable giving and other social responsibility
programs. The P&O Committee met six times during 2001. All members of the P&O
Committee are non-employee directors.
AUDIT COMMITTEE REPORT
The Audit Committee, comprised of four outside directors, assists the Board
of Directors in its oversight of the Company's financial reporting process.
Management has the primary responsibility for the financial statements and the
reporting process, including the Company's systems of internal controls. The
independent auditors are responsible for auditing the annual financial
statements prepared by management and expressing an opinion as to whether those
financial statements conform with generally accepted accounting principles.
The Audit Committee reviewed and discussed the audited financial statements
with management and the independent auditors. These discussions and reviews
included the reasonableness of significant judgments, the auditors' assessment
of the quality, not just acceptability, of the Company's accounting principles
and such other matters as are required to be discussed with the Audit Committee
under generally accepted auditing standards. In addition, the Audit Committee
has received the written disclosures and the letter required by Independence
Standards Board Standard No. 1, and has discussed with the independent auditors
the auditors' independence from management and the Company.
Based upon the review and discussions described in this report, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-K for the year
ended December 31, 2001 to be filed with the Securities and Exchange Commission.
The foregoing report has been submitted by the members of the Audit
Committee: Ronald E. Ferguson (Chair), Jill K. Conway, Ellen M. Hancock and
Howard B. Wentz, Jr.
13
<Page>
COMPENSATION OF DIRECTORS
In 2001, each non-employee director (that is, all directors except Mr. Mark)
received the following compensation:
<Table>
ANNUAL FEE 2,600 shares of Common Stock
MEETING FEES $1,000 for each Board or committee meeting attended
COMMITTEE CHAIRPERSON FEES $3,000 for the chair of each committee
$1,500 for the deputy chair of each committee
STOCK OPTION GRANT Options to purchase 4,000 shares of Common Stock
EXPENSES AND BENEFITS Reimbursement of travel and related expenses incurred
in attending meetings
Life and travel/accident insurance
Matching Gifts Program to schools and other qualified
organizations
</Table>
Mr. Mark does not receive any compensation or fees for serving on the Board
of Directors or any Board committee.
DEFERRAL OF FEES
Pursuant to the Stock Plan for Non-Employee Directors (the 'Stock Plan'),
directors may elect to defer all or a part of their annual stock compensation.
Deferred stock compensation is credited to a stock unit account, which is
adjusted to reflect changes in the market price of the Common Stock and
dividends paid. The directors also may elect to receive cash in lieu of up to
25% of the shares of Common Stock granted and not deferred under the Stock Plan
solely for the purpose of satisfying related tax obligations.
Directors may also elect to defer all or a part of their cash compensation
for committee chairperson and meeting fees under the Restated and Amended
Deferred Compensation Plan for Non-Employee Directors. As with the Stock Plan,
deferred fees are credited to a stock unit account, which is adjusted to reflect
changes in the market price of the Common Stock and dividends paid. Under both
plans, distributions are made in shares of Common Stock in annual installments
or by lump sum on the date chosen by the director.
The table included in 'Stock Ownership of Directors and Executive Officers'
on page 15 includes information concerning directors who have elected to defer
their fees.
ELECTION TO PURCHASE STOCK
Directors may elect to purchase Common Stock with all or a portion of their
cash compensation for committee chairperson and meeting fees. Shares of Common
Stock that represent committee chairperson fees are purchased at the beginning
of the year, and shares that represent meeting fees are purchased after the end
of the year. In both cases, directors purchase shares on the third business day
following the Company's annual public earnings release. In 2001, Ellen M.
Hancock purchased 274 shares of Common Stock and David W. Johnson purchased 349
shares of Common Stock using this procedure.
14
<Page>
STOCK OWNERSHIP
At the close of business on March 11, 2002, there were 549,314,254 shares of
Common Stock, 103,160 shares of $4.25 Preferred Stock and 4,986,496 shares of
Series B Convertible Preference Stock outstanding and entitled to vote.
STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table shows the beneficial ownership of Common Stock and
Series B Convertible Preference Stock of each director, each of the Named
Officers appearing in the Summary Compensation Table on page 19 and the
directors and executive officers (including the Named Officers) as a group. No
director or executive officer owns any $4.25 Preferred Stock.
'Beneficial ownership' as used above means more than 'ownership' as that
term is commonly used. For example, a person 'beneficially' owns Colgate stock
not only if he or she holds it directly, but also if he or she has (or shares)
the power to vote or sell the stock indirectly (for example, through a
relationship, a position as a director or trustee or a contract or
understanding). Beneficial ownership also includes shares a person has the right
to acquire within 60 days, for example, through the exercise of a stock option.
<Table>
<Caption>
- --------------------------------------------------------------------------------------------------------
COMMON STOCK
-------------------------------------
SERIES B CONVERTIBLE
AMOUNT AND NATURE OF PREFERENCE
BENEFICIAL OWNERSHIP(1),(2) STOCK (ESOP)
----------------------------------------------------------------------
NAME OF DIRECTLY EXERCISABLE COMMON AMOUNT AND NATURE OF
BENEFICIAL OWNER OWNED(3) OPTIONS(4) STOCK UNITS(5) BENEFICIAL OWNERSHIP(2),(6)
- --------------------------------------------------------------------------------------------------------
Reuben Mark 3,921,415 7,640,000 -- 4,636
- --------------------------------------------------------------------------------------------------------
William S. Shanahan 217,754 1,077,597 -- 3,369
- --------------------------------------------------------------------------------------------------------
Lois D. Juliber 393,171 468,155 -- 1,778
- --------------------------------------------------------------------------------------------------------
Javier G. Teruel 220,169 213,764 -- 1,817
- --------------------------------------------------------------------------------------------------------
Ian M. Cook 74,902 154,405 -- 2,062
- --------------------------------------------------------------------------------------------------------
Jill K. Conway 25,069 15,662 15,129 --
- --------------------------------------------------------------------------------------------------------
Ronald E. Ferguson 57,663 18,777 36,303 --
- --------------------------------------------------------------------------------------------------------
Carlos M. Gutierrez -- -- 2,600 --
- --------------------------------------------------------------------------------------------------------
Ellen M. Hancock(7) 25,783 23,735 19,552 --
- --------------------------------------------------------------------------------------------------------
David W. Johnson 33,539 27,999 6,384 --
- --------------------------------------------------------------------------------------------------------
Richard J. Kogan 17,912 19,999 -- --
- --------------------------------------------------------------------------------------------------------
Delano E. Lewis 6,083 -- 6,110 --
- --------------------------------------------------------------------------------------------------------
Howard B. Wentz, Jr.(8) 74,642 3,999 25,577 --
- --------------------------------------------------------------------------------------------------------
All directors and executive
officers as a group (25
persons) 6,583,287 11,481,059 111,655 35,197
- --------------------------------------------------------------------------------------------------------
</Table>
(Footnotes on the following page.)
15
<Page>
(1) Information about Common Stock holdings is as of March 11, 2002, except for
shares held in the Savings and Investment Plan, which are shown as of
March 5, 2002. Unless stated otherwise in these footnotes, each person named
in the table owns his or her shares directly and has sole voting and
investment power over such shares.
(2) Each person named in the table owns less than 1% of the outstanding Common
Stock and Series B Convertible Preference Stock, except for Mr. Mark, who
owns 2.08% of the outstanding Common Stock. The directors and executive
officers as a group own 3.22% of the outstanding Common Stock and less than
1% of the outstanding Series B Convertible Preference Stock.
(3) This column includes shares of restricted stock that were outstanding as of
December 31, 2001 and that vested on March 1, 2002.
(4) As of March 11, 2002, the record date for the Annual Meeting, a total of
40,657,923 options were outstanding under the Company's stock option plans
and 20,320,609 shares were available for future grants.
(5) Includes Common Stock units credited to one or more of the following
accounts: (i) a deferred account under the Stock Plan for Non-Employee
Directors; (ii) a deferred account under the Restated and Amended Deferred
Compensation Plan for Non-Employee Directors; and (iii) an account
representing the accrued value under the Director Pension Plan that was
terminated as of December 31, 1996. In each case, the holder of Common Stock
units has no voting or investment power over such units.
(6) Information about holdings of Series B Convertible Preference Stock is as of
March 5, 2002. The Company issues Series B Convertible Preference Stock to a
trustee acting on behalf of the Company's Savings and Investment Plan.
Employees who participate in this plan, including the Named Officers
appearing in the table above, have sole voting power over such shares,
subject to the right of the plan trustee to vote shares if a participant
fails to do so. Participants have no investment power over such shares until
they are distributed or diversified at the participant's election in
accordance with the terms of the plan.
(7) Mrs. Hancock's holdings include 800 shares of Common Stock owned jointly
with her spouse.
(8) Mr. Wentz's holdings do not include 1,200 shares of Common Stock held by his
spouse, as to which he disclaims beneficial ownership.
16
<Page>
COMPLIANCE WITH SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
The Securities Exchange Act of 1934 requires the Company's directors,
executive officers and any persons owning more than 10% of a class of the
Company's stock to file reports with the Securities and Exchange Commission and
The New York Stock Exchange regarding their ownership of the Company's stock and
any changes in such ownership. Based on the Company's review of copies of these
reports and officer and director certifications, the Company's executive
officers and directors complied with their filing requirements for 2001, except
that Robert J. Joy, the Company's Senior Vice President, Global Human Resources,
inadvertently failed to report in a timely manner a May 2001 sale of 2,188
shares of Common Stock. A Form 5 for Mr. Joy that reported this transaction was
filed in February 2002.
STOCK PRICE PERFORMANCE GRAPHS
The graphs shown on the following page compare cumulative total stockholder
returns on the Common Stock against the S&P Composite-500 Stock Index and two
peer company indices for a ten-year period and a five-year period each ending
December 31, 2001.
The 2001 return for the Common Stock shown on these graphs is based on the
closing price per share on December 31, 2001 of $57.75.
Beginning this year, the companies included in the peer company index are
consumer products companies that have both domestic and international
businesses. These companies are as follows: Avon Products, Inc., Clorox Company,
Gillette Company, Kimberly-Clark Corporation, The Procter & Gamble Company and
Unilever (N.V. and plc). This index is identified as the '2002 Peer Group' on
the graphs. In last year's Proxy Statement, the peer company index included
companies that compete with the Company in one or more of its primary
businesses. Under this criteria, the peer company index would have included
those companies listed above, except for Kimberly-Clark Corporation. This index
is identified as the '2001 Peer Group' on the graphs.
The Company selected the new peer company index after several transactions,
most recently the Nestle S.A. acquisition of Ralston Purina Company, required it
to remove certain of its competitors from the peer company index. The Comparison
Group discussed in the P&O Committee Report on Executive Compensation, which
appears later in this Proxy Statement, includes other industrial companies and
consumer products companies for reasons discussed in the report.
17
<Page>
TEN-YEAR STOCK PRICE PERFORMANCE GRAPH
[PERFORMANCE GRAPH]
<Table>
<Caption>
1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
DOLLARS
Colgate-Palmolive 100 117 134 139 159 213 346 442 627 629 570
S&P 500 100 108 118 120 165 203 271 348 421 383 338
2001 Peer Group 100 109 119 133 175 235 336 398 383 335 334
2002 Peer Group 100 110 118 131 177 233 321 378 373 336 329
</Table>
FIVE-YEAR STOCK PRICE PERFORMANCE GRAPH
[PERFORMANCE GRAPH]
<Table>
<Caption>
1996 1997 1998 1999 2000 2001
---- ---- ---- ---- ---- ----
DOLLARS
Colgate-Palmolive 100 162 208 294 295 267
S&P 500 100 133 171 208 189 166
2001 Peer Group 100 143 169 163 142 142
2002 Peer Group 100 138 163 160 145 141
</Table>
(Note: Peer Group definitions appear on page 17.)
18
<Page>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table shows the compensation of the Chief Executive Officer
and the four other most highly compensated executive officers of the Company
(the 'Named Officers') for 2001, 2000 and 1999.
<Table>
<Caption>
- -------------------------------------------------------------------------------------------------------------------------------
LONG TERM COMPENSATION
--------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
- -----------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
- -------------------------------------------------------------------------------------------------------------------------------
OTHER RESTRICTED SECURITIES ALL
ANNUAL STOCK UNDERLYING OTHER
NAME AND COMPEN- AWARDS OPTIONS LTIP COMPEN-
PRINCIPAL POSITION YEAR SALARY($) BONUS($)(1) SATION($)(2) ($)(3) (#)(4) PAYOUTS($) SATION($)(5)
- -------------------------------------------------------------------------------------------------------------------------------
Reuben Mark 2001 1,462,375 3,475,191 -- 6,177,133 -- (6) -- 286,158
Chairman of the Board and 2000 1,340,750 3,140,235 -- 7,453,320 -- -- 278,879
Chief Executive Officer 1999 1,266,250 2,934,144 -- 5,542,768 -- -- 308,195
- ----------------------------------------------------------------------------------------------------------------------------
William S. Shanahan 2001 1,235,875 2,927,091 -- 1,074,244 556,289 -- 231,122
President 2000 1,102,500 2,638,369 -- 3,597,525 1,175,800 -- 226,135
1999 900,417 1,631,056 -- 925,672 911,694 -- 246,394
- ----------------------------------------------------------------------------------------------------------------------------
Lois D. Juliber 2001 663,625 1,057,089 -- 543,206 322,192 -- 156,192
Chief Operating Officer 2000 625,000 976,039 -- 996,567 409,930 -- 164,753
1999 541,250 757,214 -- 434,016 224,455 -- 182,505
- ----------------------------------------------------------------------------------------------------------------------------
Javier G. Teruel 2001 587,375 884,316 303,173(7) 384,792 90,000 -- 137,656
Chief Growth Officer 2000 500,000 583,590 316,552(7) 697,742 225,565 -- 137,931
1999 387,083 418,466 83,402 452,716 50,000 -- 41,334
- ----------------------------------------------------------------------------------------------------------------------------
Ian M. Cook 2001 562,375 839,342 -- 680,292 199,210 -- 125,508
Executive Vice President 2000 475,000 535,243 -- 653,522 143,446 -- 142,450
President, Colgate-North 1999 365,000 186,808 -- 690,028 118,181 -- 160,174
America
- ----------------------------------------------------------------------------------------------------------------------------
</Table>
(1) Amounts include bonuses earned for the years indicated, paid on or before
March 15 of the following year, consistent with past practice.
(2) None of the Named Officers, other than Mr. Teruel who relocated to the U.S.
during 2000, received perquisites or other personal benefits in an amount
large enough to require reporting in this column, nor did any of them
receive any other compensation required to be reported in this column.
(3) The Company's practice is to make restricted stock awards earned in a
particular year on or before March 15 of the following year. In the table,
we show restricted stock awards granted for the 2001 bonus year, even though
they may have been earned over a multi-year performance period, along with
recognition and retention awards that may have been made during 2001.
Restricted stock awards generally vest over a minimum period of three years.
Dividend equivalents accrue on the restricted stock during the vesting
period. As of December 31, 2001, the Named Officers as a group held an
aggregate of 750,860 shares of restricted stock, with a value of $43,362,165
based on the closing market price of the Common Stock on
(Footnotes continue on following page.)
19
<Page>
December 31, 2001. As of March 11, 2002, the record date for the Annual
Meeting, all employees as a group, including the Named Officers, held an
aggregate of 1,863,187 shares of restricted stock.
The number and value of the shares of restricted stock held by the Named
Officers at December 31, 2001, are as follows:
<Table>
<Caption>
NAMED OFFICER # OF SHARES $ VALUE
------------- ------------ -----------
Reuben Mark................................................. 496,587 $28,677,899
William S. Shanahan......................................... 112,293 6,484,921
Lois D. Juliber............................................. 57,740 3,334,485
Javier G. Teruel............................................ 41,236 2,381,379
Ian M. Cook................................................. 43,004 2,483,481
</Table>
(4) Amounts include options granted pursuant to the Accelerated Ownership
Feature of the 1997 Stock Option Plan. This feature promotes increased
employee share ownership by encouraging the early exercise of options and
the retention of shares. Under this feature, if an employee surrenders
shares he or she already owns to pay the exercise price of a stock option or
the related tax withholding, he or she receives a new option for the same
number of shares surrendered. The exercise price of the new option is set at
the then-current market price, and the new option has the same expiration
date as the original option. Because the new, or reload, option is for the
same number of shares as those surrendered, the Accelerated Ownership
Feature does not increase the total number of shares and options held by
an employee prior to the original option exercise. The shares received upon
exercise of the original stock option in excess of the number of shares
surrendered to pay the exercise price may not be sold for two years.
The number of reload options included in the amounts shown in column (g) for
2001, 2000 and 1999, respectively, are as follows:
<Table>
<Caption>
NAMED OFFICER 2001 2000 1999
------------- ------- ------- ---------
Reuben Mark................................................ -- -- --
William S. Shanahan........................................ 271,289 615,800 651,694
Lois D. Juliber............................................ 222,192 279,930 134,455
Javier G. Teruel........................................... -- 115,565 --
Ian M. Cook................................................ 79,210 33,446 18,181
</Table>
See also 2001 Individual Grants table on page 22.
(Footnotes continue on following page.)
20
<Page>
(5) With the exception of the Supplemental Savings & Investment Plan Company
Match and the Bonus and Income Savings Account, amounts shown in All Other
Compensation, column (i), and detailed in this footnote are paid pursuant to
programs available to all employees. The dollar amount paid under each such
program to the Named Officers in 2001 is as follows:
<Table>
<Caption>
SUPPLEMENTAL
SAVINGS & SAVINGS & VALUE OF BONUS
INVESTMENT INVESTMENT COMPANY- AND
PLAN RETIREE SUCCESS PLAN PAID LIFE INCOME
COMPANY INSURANCE SHARING COMPANY INSURANCE SAVINGS
NAMED OFFICER MATCH ACCOUNT ACCOUNT MATCH PREMIUMS ACCOUNT
------------- ---------- --------- ------- ------------ --------- -------
Reuben Mark................. 7,140 13,156 3,125 175,345 14,280 73,112
William S. Shanahan......... 7,140 13,156 3,125 112,035 22,554 73,112
Lois D. Juliber............. 7,140 7,309 3,125 54,607 5,922 78,089
Javier G. Teruel............ 7,140 13,156 3,125 33,754 7,369 73,112
Ian M. Cook................. 7,140 6,578 3,125 27,697 2,257 78,711
</Table>
The amounts shown as Savings & Investment Plan Company Match, Retiree
Insurance Account, Success Sharing Account and Bonus and Income Savings
Account represent the value (at the time of allocation) of shares of
Series B Convertible Preference Stock allocated to the Named Officers'
accounts under the Savings and Investment Plan. Premium payments for life
insurance were not made pursuant to split-dollar life insurance
arrangements.
(6) In 1997, Mr. Mark received a multi-year stock option grant intended to cover
the seven years from 1997 to 2003. Thus Mr. Mark did not receive any options
in 1999, 2000 or 2001. The exercise prices of the 1997 options were set at
premiums ranging from 10% to 70% over the market price of the Common Stock
at the date of grant. In addition, the options were made subject to early
expiration if the price of the Common Stock did not exceed certain market
levels by certain dates.
(7) These amounts consist of benefits associated with Mr. Teruel's status as an
expatriate employee and his relocation to the U.S. including housing, home
leave, moving, local tax and other related allowances, offset by his payment
of hypothetical taxes to the Company. Included in the amount Mr. Teruel
received in 2001 was $125,267 in gross-up payments for tax liabilities
incurred on reimbursed relocation-related expenses. The amount in 2000
included $124,769 in reimbursed temporary living and related expenses.
21
<Page>
STOCK OPTIONS
The following table shows information about stock options granted to the
Named Officers in 2001. The table includes both new options granted in 2001 and
reload options granted under the Accelerated Ownership Feature of the Company's
1997 Stock Option Plan described on page 20 in footnote 4. The use of the
Accelerated Ownership Feature does not increase the total number of shares and
options held by an employee. The Company did not grant any stock appreciation
rights during 2001.
2001 INDIVIDUAL GRANTS
<Table>
<Caption>
- ------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f)
- ------------------------------------------------------------------------------------------------------------
% OF
TOTAL
OPTIONS
NUMBER OF GRANTED
SECURITIES TO
UNDERLYING EMPLOYEES EXERCISE OR GRANT DATE
OPTIONS IN FISCAL BASE PRICE PRESENT
EXECUTIVE OFFICER GRANTED YEAR ($/SH) EXP. DATE VALUE ($)(2)
- ------------------------------------------------------------------------------------------------------------
Reuben Mark -- -- -- -- --
- ------------------------------------------------------------------------------------------------------------
William S. Shanahan
9/01 Grant(1) 285,000 3.63% 56.6750 9/17/11 3,206,706
5/01 Reload Options 271,289 3.46% 57.0500 (3) 1,397,464
------- ----- ---------
TOTAL 556,289 7.09% 4,604,170
- ------------------------------------------------------------------------------------------------------------
Lois D. Juliber
9/01 Grant(1) 100,000 1.28% 56.6750 9/17/11 1,125,162
10/01 Reload Options 222,192 2.83% 58.2250 (4) 1,168,130
------- ----- ---------
TOTAL 322,192 4.11% 2,293,292
- ------------------------------------------------------------------------------------------------------------
Javier G. Teruel
9/01 Grant(1) 90,000 1.15% 56.6750 9/17/11 1,012,644
------- ----- ---------
TOTAL 90,000 1.15% 1,012,644
- ------------------------------------------------------------------------------------------------------------
Ian M. Cook
9/01 Grant(1) 90,000 1.15% 56.6750 9/17/11 1,012,644
5/01 Grant(5) 30,000 0.38% 55.7500 5/3/11 485,254
11/01 Reload Options 33,701 0.43% 58.7000 (6) 178,622
2/01 Reload Options 45,509 0.58% 59.7500 (7) 245,522
------- ----- ---------
TOTAL 199,210 2.54% 1,922,042
- ------------------------------------------------------------------------------------------------------------
</Table>
(1) The September 2001 option grants become exercisable in increments of
one-third annually commencing on the first anniversary date of the option
grant and become fully exercisable on the third anniversary date of the
grant.
(2) Amounts shown are estimates of the value of the options calculated using a
Black-Scholes-based option valuation model. The material assumptions and
adjustments incorporated into the model include the exercise price of the
option, the option term until exercise (ranging from two to seven years), an
interest rate factor based on the U.S. Treasury rate over the option term
(ranging from 3.3% to 4.4%), a volatility factor based on the standard
deviation of the price of
(Footnotes continue on following page.)
22
<Page>
the Common Stock (ranging from 22% to 33%) and a dividend rate based on the
annualized dividend rate per share of Common Stock. The actual value of the
options, if any, will depend on the extent to which the market value of the
Common Stock exceeds the price of the option on the date of exercise.
Management believes that the Black-Scholes model was not developed for the
purpose of valuing employee stock options, particularly those having rights
such as the Accelerated Ownership Feature. There can be no assurance that
this Black-Scholes-based model will approximate the value the executive will
actually realize.
(3) Includes the following options received pursuant to the Accelerated
Ownership Feature: 69,943 expiring on 09/11/07; 52,895 expiring on 03/05/08;
63,189 expiring on 09/10/08; and 85,262 expiring on 09/09/09.
(4) Includes the following options received pursuant to the Accelerated
Ownership Feature: 11,424 expiring on 09/01/03; 12,490 expiring on 09/07/04;
46,246 expiring on 09/05/06; 40,304 expiring on 09/11/07; 24,950 expiring on
09/10/08; 58,417 expiring on 09/09/09; and 28,361 expiring on 09/14/10.
(5) This grant becomes exercisable in increments of one-third annually
commencing on the fifth anniversary date of the option grant and becomes
fully exercisable on the seventh anniversary date of the grant.
(6) Includes the following options received pursuant to the Accelerated
Ownership Feature: 10,207 expiring on 09/10/08; and 23,494 expiring
on 09/14/10.
(7) Includes the following options received pursuant to the Accelerated
Ownership Feature: 2,539 expiring on 09/01/03; 2,435 expiring on 09/07/04;
10,797 expiring on 09/11/07; 20,295 expiring on 09/10/08; and 9,443 expiring
on 09/09/09.
23
<Page>
The following table contains information about the Named Officers' exercises
of stock options during 2001 and the number and value of any unexercised stock
options they held as of December 31, 2001.
2001 OPTION EXERCISES AND YEAR-END VALUES
<Table>
<Caption>
- ------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
- ------------------------------------------------------------------------------------------------------------
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
SHARES FY-END (#) FY-END ($)
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
EXECUTIVE OFFICER EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- ------------------------------------------------------------------------------------------------------------
Reuben Mark -- -- 7,640,000/ 194,215,350/
1,560,000 9,002,422
- ------------------------------------------------------------------------------------------------------------
William S. Shanahan 325,482 4,664,161 1,077,597/ 3,753,214/
845,001 3,835,753
- ------------------------------------------------------------------------------------------------------------
Lois D. Juliber 264,008 1,616,072 219,299/ 195,219/
530,526 3,192,603
- ------------------------------------------------------------------------------------------------------------
Javier G. Teruel 6,464 19,351 187,100/ 1,067,821/
290,001 3,537,375
- ------------------------------------------------------------------------------------------------------------
Ian M. Cook 99,932 1,942,600 120,704/ 102,970/
333,702 1,534,721
- ------------------------------------------------------------------------------------------------------------
</Table>
The Board of Directors has approved repurchases of Common Stock by the
Company, at its discretion, from officers and directors of the Company,
primarily as a vehicle for satisfying their tax obligations related to stock
option exercises. Since March 2001, the Company has purchased Common Stock from
Mr. Shanahan, Ms. Juliber, Mr. Cook and 10 other officers of the Company
pursuant to such authorization. In most cases, these purchases were made for tax
payment purposes in connection with stock option exercises under the Accelerated
Ownership Feature, the use of which by an officer or director results in an
increase in his or her share ownership. The Stock Repurchase Subcommittee of the
P&O Committee, comprised of two non-employee directors (Jill K. Conway and
Richard J. Kogan, the Chair and Deputy Chair of the P&O Committee,
respectively), approves all such purchases.
RETIREMENT PLAN
Eligible employees receive retirement benefits under the Colgate-Palmolive
Company Employees' Retirement Income Plan (the 'Retirement Plan'). Under this
plan, benefits are determined in accordance with one of two formulas: (i) the
'final average earnings' formula, the original formula under the Retirement
Plan; or (ii) the Colgate Personal Retirement Account ('PRA') formula, which was
added to the Retirement Plan on July 1, 1989.
All salaried employees of the Company employed at June 30, 1989 were offered
a one-time election to maintain the Retirement Plan's benefit under the 'final
average earnings' formula by making monthly contributions of 2% of recognized
earnings (described below in Table A, footnote 1)
24
<Page>
up to the Social Security wage base and 4% of recognized earnings in excess of
the wage base. Employees who made this election are entitled at retirement to
receive the greater of the benefit under the 'final average earnings' benefit
formula or the benefit under the PRA formula. Employees who did not make this
election are entitled at retirement to receive the benefit under the PRA
formula. All of the Named Officers made this one-time election in 1989.
The tables below show the estimated annual retirement benefit payable using
these two formulas. Both tables include payments under the Supplemental Salaried
Employees' Retirement Plan in excess of limitations under the Internal Revenue
Code of 1986, as amended. Benefits payable under the Supplemental Employees'
Retirement Plan are subject to a maximum of 70% of the sum of an individual's
base salary at retirement and bonus for the calendar year immediately preceding
retirement, less benefits payable under the basic Retirement Plan. Benefits are
subject to an offset for Social Security and certain other benefits.
FINAL AVERAGE EARNINGS FORMULA
Table A shows the estimated maximum annual retirement benefit payable to
employees (including the Named Officers) retiring in 2002 under the 'final
average earnings' formula of the Retirement Plan. Benefits under this formula
are computed by multiplying 'final average earnings' by the product of years of
service and 1.8%.
TABLE A
(EXPRESSED IN $)
<Table>
<Caption>
- ----------------------------------------------------------------------------------------------
YEARS OF SERVICE(2)
-----------------------------------------------------------------
REMUNERATION(1) 15 20 25 30 35 40
- ----------------------------------------------------------------------------------------------
500,000 135,000 180,000 225,000 270,000 315,000 360,000
----------------------------------------------------------------------------------------------
750,000 202,500 270,000 337,500 405,000 472,500 540,000
- ----------------------------------------------------------------------------------------------
1,250,000 337,500 450,000 562,500 675,000 787,500 900,000
- ----------------------------------------------------------------------------------------------
1,750,000 472,500 630,000 787,500 945,000 1,102,500 1,260,000
- ----------------------------------------------------------------------------------------------
2,250,000 607,500 810,000 1,012,500 1,215,000 1,417,500 1,620,000
- ----------------------------------------------------------------------------------------------
</Table>
(1) Remuneration equals 'final average earnings,' which is the average of an
individual's highest 'recognized earnings' for any three consecutive years
during the ten years immediately preceding retirement. For the Named
Officers, 'recognized earnings' for 2002 is the sum of (i) the higher of the
salary earned during 2001 (column (c) in the Summary Compensation Table on
page 19) or the salary as of January 1, 2002 and (ii) the bonus paid during
2001 (column (d) in the Summary Compensation Table on page 19).
(2) The years of service credited under the Retirement Plan as of January 1,
2002 for the Named Officers are: Mr. Mark-38 years 7 months; Mr. Shanahan-36
years 5 months; Ms. Juliber-13 years 5 months; Mr. Teruel-30 years;
Mr. Cook-25 years 10 months.
25
<Page>
PRA FORMULA
Table B shows the estimated annual retirement benefit payable under the PRA
formula for each of the Named Officers based on 2002 recognized earnings. These
estimates assume no future increases in such earnings, an annuity rate of 7.5%
and a retirement age of 65. If a Named Officer were to retire before reaching
age 65, the benefit payable would be reduced substantially based on his or her
age at retirement.
TABLE B
<Table>
<Caption>
- ---------------------------------------------------------------------
YEAR AMOUNT OF
REACHING LEVEL
NAMED OFFICER AGE 65 ANNUITY ($)
- ---------------------------------------------------------------------
Reuben Mark 2004 1,210,118
- ---------------------------------------------------------------------
William S. Shanahan 2005 790,570
- ---------------------------------------------------------------------
Lois D. Juliber 2014 403,801
- ---------------------------------------------------------------------
Javier G. Teruel 2015 628,142
- ---------------------------------------------------------------------
Ian M. Cook 2017 596,240
- ---------------------------------------------------------------------
</Table>
Benefits under the PRA formula are determined as follows: On July 1, 1989,
an account was established for each eligible person employed on June 30, 1989,
with an opening balance equal to the greater of (i) the value of the pension
then accrued under the 'final average earnings' formula or (ii) an amount equal
to the sum of the monthly pay-based credits that would have been made to the
employee's account had the PRA always been in effect. Thereafter, monthly
pay-based credits accumulate in the employee's account. These credits equal a
percentage of the employee's monthly recognized earnings determined in
accordance with the following formula:
<Table>
<Caption>
UP TO 1/4 OF OVER 1/4 OF
SOCIAL SECURITY SOCIAL SECURITY
YEARS OF SERVICE WAGE BASE WAGE BASE
---------------- --------------- ---------------
0-9.................................................... 2.50% 3.75%
10-14.................................................. 3.00% 4.50%
15-19.................................................. 4.00% 6.00%
20-24.................................................. 5.35% 8.00%
25 or more............................................. 7.50% 11.25%
</Table>
The employee's account receives a monthly credit for interest at an annual
rate of 2% over the current six-month Treasury bill rate, adjusted quarterly.
This rate was 4% in the first quarter of 2002 and 8% in the first quarter of
2001. The Company also establishes PRA accounts for all eligible employees hired
on or after July 1, 1989, which receive monthly credits as described above.
26
<Page>
EXECUTIVE SEVERANCE PLAN AND OTHER ARRANGEMENTS
The Company has an Executive Severance Plan (the 'Severance Plan'), which
the Board of Directors adopted effective September 14, 1989, and last amended as
of June 14, 2001. The Severance Plan, which is administered by the P&O
Committee, is designed to provide participants with reasonable compensation if
their employment is terminated in certain defined circumstances, primarily
following a change of control of the Company. The P&O Committee selects
participants from among the executive officers and other key personnel of the
Company and has selected the Named Officers, among others, as participants. In
addition to the Severance Plan, the Company has incorporated other arrangements
relating to a change of control in its benefit plans, as described below.
SEVERANCE PLAN
Under the Severance Plan, if at any time within two years of a change of
control of the Company (as defined in the Severance Plan) a participant
terminates employment due to an adverse change in the conditions of employment
or the Company terminates the participant's employment, the participant is
entitled to receive an amount equal to (i) between 12 and 36 months of
compensation, plus (ii) a prorated cash bonus under the Executive Incentive
Compensation Plan for the period prior to termination. This amount is paid in a
lump sum, unless an outside accounting firm determines that a lump sum payment
under the Severance Plan would cause the participant to exceed the statutory
limit and subject the participant to tax under Section 4999 of the Internal
Revenue Code of 1986, as amended. In such event, the participant receives a
reduced amount that results in net after-tax payments that are equal to or
greater than the amount that would have been received following payment of the
lump sum. If, however, the amount due under the Severance Plan causes the
participant to exceed the statutory limit by more than 10%, then the participant
receives such amount plus a gross-up payment that is sufficient to satisfy the
Section 4999 tax and any related taxes. No severance payments are required if a
participant is terminated for cause, which is defined as serious willful
misconduct likely to result in material economic damage to the Company. For
purposes of (i) above, compensation means the participant's base salary as of
the termination date plus his or her highest bonus award under the Executive
Incentive Compensation Plan within the last five years.
In addition, whether or not a change of control has occurred, if the Company
terminates the employment of a Severance Plan participant at its convenience,
the Company must continue to pay the participant's base salary and certain
benefits for a period ranging from nine to 36 months. The Company is not
required to make these payments if it terminates the participant's employment
for cause or if the participant voluntarily terminates his or her employment.
The period during which the Company continues salary and benefits payments ends
when the participant turns 65 or attains 85 years of combined age and service
with the Company.
OTHER ARRANGEMENTS
Other arrangements relating to a change of control in the Company's benefit
plans are as follows. Under the Company's stock option plans, stock options held
by employees that are not yet exercisable become exercisable upon a change of
control. Under the Non-Employee Director Stock Option Plan, stock options held
by non-employee directors that are not yet exercisable
27
<Page>
become exercisable upon a change in control. Alternatively, non-employee
directors may surrender their options to the Company in exchange for a payment
equal to the difference between the exercise price of the options and the Common
Stock's current value. Restricted stock awards made under the current Executive
Incentive Compensation Plan, which was approved by stockholders on May 5, 1999,
vest as follows: (i) in the case of performance-based awards, upon a change of
control; and (ii) in the case of all other awards, upon a termination of
employment that occurs within two years of a change of control (as discussed
above under 'Severance Plan'). All restricted stock awards made prior to May 5,
1999 vest upon a change of control. With respect to the Supplemental Salaried
Employees' Retirement Plan, which is an unfunded plan, the Company has arranged
for a letter of credit that requires the issuing bank to fund the accrued
benefits payable under this plan if the Company refuses to pay these benefits
after a change of control. Funding is to be made by payments to a trust, which
currently is subject to the claims of the Company's creditors if the Company
becomes insolvent.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the P&O Committee during 2001 were Mrs. Conway and Messrs.
Ferguson, Johnson, Kogan and Lewis. None of these persons is an employee of the
Company, and none has any direct or indirect material interest in or
relationship with the Company or any of its subsidiaries. None of the executive
officers of the Company has served on the board of directors or compensation
committee of another company at any time during which an executive officer of
such other company served on the Company's Board of Directors or the P&O
Committee.
P&O COMMITTEE REPORT ON EXECUTIVE COMPENSATION
OVERVIEW OF COMPENSATION PHILOSOPHY AND PROGRAM
The Company's executive compensation programs are designed to:
Support the Company's business goals of fostering profitable growth and
increasing shareholder value.
Align the interests of executives and stockholders through the use of
stock-based compensation plans.
Attract, retain and motivate high-caliber executives.
Pay for performance by linking compensation to achievement of established
goals and objectives.
Pay competitively with other leading consumer products and industrial
companies.
The P&O Committee, which is made up entirely of non-employee directors,
oversees the Company's compensation practices. It reviews and recommends the
compensation of Reuben Mark, the Chairman and Chief Executive Officer, subject
to the approval of the other non-employee directors of the Board. In addition,
the P&O Committee reviews and approves, and the Board ratifies, the compensation
of the other executive officers of the Company.
28
<Page>
To help it in its role of overseeing compensation practices, the P&O
Committee makes use of Company resources and also periodically retains the
services of independent compensation consultants, including Hewitt & Associates
and Towers Perrin, to assist in assessing the competitiveness of the Company's
executive compensation program.
The Company also has designed its compensation programs to maximize the tax
deductibility of compensation paid to executive officers to the extent possible
consistent with the need to attract and retain high-caliber executives.
The Company measures the competitiveness of its compensation programs
against a comparison group of other leading companies, referred to in this
report as the 'Comparison Group.' The Comparison Group consists primarily of
consumer products companies but also includes other kinds of industrial
companies to better represent the market for executive talent in which the
Company competes. The P&O Committee reviews and approves the companies in the
Comparison Group, which are selected and updated periodically by the Company's
Human Resources department based on the recommendations of independent
compensation consultants.
The key components of compensation used by the Company are:
Base salary
Annual performance-based incentives, which are usually paid in the form
of cash bonuses, and
Long-term performance-based incentives, which include stock options and
restricted stock grants.
This report discusses each of these components of compensation as applied to
the executive officers generally and then concludes with a separate discussion
of Mr. Mark's compensation.
BASE SALARY
The Company sets the midpoint of the salary range for executive officers at
the median of the Comparison Group, with salaries above the median available to
exceptional performers and key contributors to the success of the Company. The
direct manager of each officer recommends whether to grant the officer an annual
salary increase based on the following factors:
Individual performance
Business unit performance, where applicable
Assumption of new responsibilities
The Company's overall annual salary budget guidelines
Other performance measures, such as improvements in customer service,
faster product development, improvements in market share of Colgate
brands, global expansion and productivity increases
Competitive data from the Comparison Group
In 2001, salaries for executive officers as a group were above the median of
the Comparison Group for similar jobs.
29
<Page>
ANNUAL PERFORMANCE-BASED INCENTIVES -- CASH BONUS
Executive officers are eligible for cash bonuses under the Company's
Executive Incentive Compensation Plan (the 'EICP'). The guidelines for bonus
awards to certain designated executives and other executive officers are as
follows.
Designated Executives
The 'Designated Executives' for EICP cash bonuses are the Chief Executive
Officer, the Chief Operating Officer, the Chief Growth Officer, the Executive
Vice President and President-North America and the four executive officers who
report directly to the Chief Executive Officer. Designated Executives' annual
EICP cash bonuses are paid only if the Company attains one or more specific
performance measures established by the P&O Committee no later than the 90th day
of the applicable year. In 2001, the pre-established performance measure was an
earnings-per-share goal. The EICP cash bonus for each Designated Executive is
set by a formula that takes into account the extent to which the Company has
achieved the earnings-per-share goal. Additionally, a supplemental award may be
made if the Company's earnings-per-share growth, as compared to the
earnings-per-share growth of the companies included in the peer company index
(see page 17), meets certain requirements. The P&O Committee has discretion only
to adjust awards downward.
Each Designated Executive is assigned threshold, target and maximum bonus
award opportunities for his or her EICP cash bonus. The targets are set
generally at the median of the Comparison Group.
In 2001, the Company exceeded its earnings-per-share goal. In addition, the
Company's earnings-per-share growth relative to the peer group companies
qualified the Designated Executives for a supplemental award. Since the formula
generated cash bonuses that exceeded the limit of two times target plus the
supplemental award, the Board reduced the awards to the Designated Executives to
this amount.
Other Executive Officers
Bonuses for executive officers other than Designated Executives are
determined by a formula that is based on:
The financial performance of the Company as a whole or the business unit
to which an executive is assigned.
The achievement of individual and team goals.
Financial performance measures are based on the budgetary process.
Adjustments are permitted to take account of unusual items beyond the control of
the Company or business unit involved. For 2001, the Company-wide financial
performance measure was an earnings-per-share goal, which applied to all
executive officers with corporate-wide responsibilities. The business unit
financial measures were sales and profit, which applied to all officers with
specific business unit responsibilities.
30
<Page>
Executive officers other than the Designated Executives are also assigned
threshold, target and maximum bonus award opportunities based on their grade
levels. Target award opportunities are set generally at the median of the
Comparison Group. If the Company or business unit exceeds its earnings-per-share
or sales and profit goals, above-target bonuses may be granted. If the minimum
financial goals are not met, bonuses, if any, may be below the target level.
During 2001, the Company exceeded its earnings-per-share goal, and most
business units exceeded their sales and profit goals. EICP cash bonuses for the
executive officers were generally above target.
LONG-TERM PERFORMANCE-BASED INCENTIVES
The Company uses two types of long-term performance-based incentives: stock
options and restricted stock awards under the Long-Term Global Growth Program of
the EICP. The purpose of these grants is to encourage and reward the long-term
growth and performance of the Company. In addition, from time to time, the
Company grants stock options and restricted stock awards for special recognition
and retention purposes. The Company does not take into account the amount or
terms of existing stock holdings of executive officers in making decisions to
award stock options or restricted stock.
Stock Option Awards
Stock option awards are granted under the 1997 Stock Option Plan. The number
of stock options granted is based on factors similar to those used to determine
salary and bonus, including a review of the practices of the Comparison Group.
Since the Company and the P&O Committee view the granting of stock options as a
way to obtain competitive compensation advantage, the Company's strategy is to
set target award levels between the median and the seventy-fifth percentile of
the Comparison Group. Actual awards may vary from the target based on individual
performance, business unit performance or the assumption of increased
responsibilities.
Generally, the Company grants stock options on an annual basis. If the
Company performs poorly during a given year, however, the P&O Committee may
decide not to grant stock options.
The key terms of the stock options granted annually by the Company are:
The exercise price of the options is equal to the market price of the
Common Stock on the date of grant.
The options have a ten-year term.
The options vest in equal annual installments over three years.
During 2001, stock option awards to executive officers as a group were
consistent with the Company's target award levels.
31
<Page>
Restricted Stock Awards
Restricted stock awards are made under the Long-Term Global Growth Program
of the EICP to Designated Executives and other executive officers. Generally,
these awards vest three years from the date of the award and are forfeited if
the recipient terminates his or her employment with the Company prior to the end
of the three-year vesting period.
Guidelines for restricted stock awards to certain Designated Executives and
other executive officers are as follows.
Designated Executives
For purposes of the Long-Term Global Growth Program, the term 'Designated
Executives' includes some of the Division Presidents as well as the executive
officers listed as Designated Executives in the 'Annual Performance-Based
Incentives -- Cash Bonus' section above. Restricted stock awards for Designated
Executives are granted based on whether the Company achieves targeted levels of
growth in compounded annual net sales and earnings per share over a three-year
measurement period.
Each year a Designated Executive is assigned a threshold, target and maximum
award opportunity that is realizable if the Company meets or exceeds the
targeted net sales and earnings-per-share growth over the following three years.
The target award opportunities are set in dollars as a percentage of salary,
except for the Chief Executive Officer's target, which is expressed as a
specific number of shares of Common Stock. Target awards range from
approximately the median to the seventy-fifth percentile of the Comparison
Group.
At the end of the measurement period, if the performance targets are met,
awards are made in the form of restricted stock based on the fair market value
of the Common Stock on the date the award is made. As noted, these awards
generally vest after three years and are conditioned on the employee's continued
employment by the Company. Grants of awards are subject to the discretion of the
P&O Committee.
Designated Executives received restricted stock awards under the Long-Term
Global Growth Program for 2001 based on sales and earnings-per-share growth over
the 1999 through 2001 measurement period, which exceeded the applicable goals.
These awards were above target.
Other Executive Officers
Restricted stock awards are granted to other executive officers under the
Long-Term Global Growth Program in accordance with the procedures for the
Designated Executives described above, except that supplemental measures
relating to the Company's business fundamentals may be taken into account from
time to time. These performance measures may be adjusted for unusual items
beyond the control of the Company or business unit involved.
The P&O Committee granted restricted stock awards to executive officers
other than the Designated Executives under the Long-Term Global Growth Program
for 2001 based on sales and earnings-per-share growth over the 1999 through 2001
measurement period, which exceeded the applicable goals. These awards were above
target.
32
<Page>
RECOGNITION AND RETENTION AWARDS
The P&O Committee also has the authority under the EICP to make
non-performance-based awards of cash, common stock, restricted stock or a
combination thereof. These awards are not deductible to the extent that they
exceed the limits on tax deductibility imposed by Section 162(m) of the Internal
Revenue Code. In 2001, the P&O Committee granted discretionary restricted stock
awards to certain Designated Executives and executive officers to help ensure
the retention of these executives.
2001 CHIEF EXECUTIVE OFFICER COMPENSATION
The P&O Committee reviews and recommends the compensation of Reuben Mark,
the Chairman and Chief Executive Officer of the Company, subject to the approval
of the directors of the Company other than Mr. Mark, all of whom are
non-employee directors.
SALARY
As discussed in the 'Base Salary' section above, the midpoint of the salary
range for executive officers is set at the median of the Comparison Group, with
salaries above the median available to exceptional performers and key
contributors to the success of the Company. In setting Mr. Mark's base salary
for 2001, the P&O Committee considered the following key factors: the Company's
pre-established guidelines for determining salary increases, the Company's
success in exceeding its sales and profit goals in 2000, the salaries of other
CEOs in the Comparison Group and Mr. Mark's individual performance and
contributions to the continuing success and increased value of the Company.
During 2001, the P&O Committee increased Mr. Mark's annual salary by 10.3%. Mr.
Mark's salary is above the median of the Comparison Group.
ANNUAL CASH BONUS
As discussed above in the 'Annual Performance-Based Incentives -- Cash
Bonus' section, the Chief Executive Officer's annual EICP cash bonus, like that
of the other Designated Executives, is payable based upon the successful
attainment of specific performance measures established in advance by the P&O
Committee, subject to the P&O Committee's discretion to adjust the award
downward. During 2001, the Company exceeded its earnings-per-share goal. In
addition, the Company's earnings-per-share growth relative to the peer group
qualified Mr. Mark, along with the other Designated Executives, for a
supplemental award. The award generated by the formula exceeded the limit of two
times target plus the supplemental award. Therefore, the Board reduced the
calculated award from $3,569,691 to $3,475,191, an amount within the formula
limit. This represents a 10.7% increase from the prior year. Total cash awards
for the Chief Executive Officer and all executive officers as a group exceeded
median bonus levels of the Comparison Group.
RESTRICTED STOCK AWARD
Mr. Mark is also eligible for restricted stock awards under the Company's
Long-Term Global Growth Program described above. Mr. Mark's target award
opportunity under this program is established in shares of Common Stock rather
than cash. For the measurement period 1999
33
<Page>
through 2001, it was 97,200 shares. As discussed above, the P&O Committee
granted restricted stock awards to Designated Executives and executive officers
under the Long-Term Global Growth Program for 2001 based on sales and
earnings-per-share growth over the 1999 through 2001 measurement period. Mr.
Mark was granted 113,328 shares of restricted stock for the 1999 through 2001
measurement period. The Chief Executive Officer and all executive officers as a
group received an award above target based on a pre-established formula relating
sales and earnings-per-share growth to target.
STOCK OPTIONS
Mr. Mark did not receive a stock option grant in 2001.
CONCLUSION
In summary, the P&O Committee believes that executive performance
significantly influences Company performance. Therefore the P&O Committee's
approach to executive compensation is guided by the principle that executives
should have the potential for increased earnings when performance objectives are
exceeded, provided that there is appropriate downside risk if performance
targets are not met.
The foregoing report has been furnished by Mrs. Conway (Chair) and Messrs.
Ferguson, Johnson, Kogan and Lewis.
34
<Page>
INDEPENDENT PUBLIC ACCOUNTANTS
DISCUSSION OF INDEPENDENT AUDITORS
Your Board and management are committed to the quality, integrity and
transparency of the Company's financial reports. This commitment is extensively
reflected in the Company's long-standing policies and procedures, including a
global Code of Conduct governing ethical behavior by employees, a worldwide
internal audit group monitoring financial controls and reporting, independent
auditors who are given free reign and an independent Audit Committee overseeing
these areas.
The independent auditors play an important part in this system of financial
control; Arthur Andersen LLP has served in this capacity for Colgate for many
years. Management and the Board of Directors have been consistently satisfied
with the quality, integrity and professionalism of the Audit team that audited
Colgate around the world.
Following a careful review of recent events involving Arthur Andersen and in
accordance with the recommendation of the Audit Committee, the Board of
Directors has issued a Request for Proposal to choose independent auditors for
the fiscal year ending December 31, 2002. This process will provide a
comprehensive opportunity to determine which of the major global audit firms is
most capable of serving as the Company's independent auditors.
The Board expects to complete this process within three months. At that
time, the Board intends to convene a special meeting of the stockholders of the
Company seeking ratification of the Board's selection of independent auditors.
2001 INDEPENDENT AUDITORS FEES
The fees paid or expected to be paid to Arthur Andersen for professional
services for audit and non-audit services provided to the Company during 2001
are set forth below. The Audit Committee has considered whether the provision of
non-audit services (as described below) by the independent auditors to the
Company is compatible with maintaining the auditor's independence.
AUDIT FEES
The aggregate fees billed or expected to be billed by Arthur Andersen for
professional services rendered for the audit of the Company's annual financial
statements for the fiscal year ended December 31, 2001 and for the reviews of
the financial statements included in the Company's Quarterly Reports on
Form 10-Q for that fiscal year are $4,678,000.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
Arthur Andersen provided no information technology services relating to
financial information systems design and implementation during the fiscal year
ended December 31, 2001.
ALL OTHER FEES
The aggregate fees for services rendered by Arthur Andersen to the Company,
other than the services described above under 'Audit Fees', for the fiscal year
ended December 31, 2001 are $3,138,000. These fees are for audits of employee
benefit plans and tax advice and filing guidance in various tax jurisdictions
around the world.
35
<Page>
OTHER MATTERS
Representatives of Arthur Andersen are expected to be present at the
meeting. They will have the opportunity to make a statement and will be
available to respond to appropriate questions regarding the audit of the
Company's financial statements for the fiscal year ended December 31, 2001.
PROPOSALS REQUIRING YOUR VOTE
The following two proposals will be presented at the meeting for your vote.
Space is provided in the accompanying proxy card to approve, disapprove or
abstain from voting on each of the proposals. If you vote using the telephone or
Internet, you will be instructed how to approve, disapprove or abstain from
voting on these proposals.
PROPOSAL 1: ELECTION OF DIRECTORS
The Board has nominated nine people for election as directors at the Annual
Meeting. All nominees are currently serving as directors of the Company and,
with the exceptions of Messrs. Gutierrez and Lewis, were elected at the 2001
Annual Meeting. If you elect them, they will hold office until the next Annual
Meeting or until their successors have been elected and qualified.
The nominees are Jill K. Conway, Ronald E. Ferguson, Carlos M. Gutierrez,
Ellen M. Hancock, David W. Johnson, Richard J. Kogan, Delano E. Lewis, Reuben
Mark and Howard B. Wentz, Jr. Biographical information regarding the nominees
appears on pages 8-11 of this Proxy Statement.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES FOR DIRECTOR
LISTED ABOVE.
PROPOSAL 2: STOCKHOLDER PROPOSAL
The Comptroller of New York City, 1 Centre Street, New York, New York 10007,
as custodian and trustee of the New York City Employees' Retirement System and
the New York City Teachers' Retirement Systems, owner of 1,462,750 shares of
Common Stock, has informed the Company in writing that they intend to offer the
following resolution for consideration at the Annual Meeting. The Connecticut
Retirement Plans and Trust Funds, owner of 418,480 shares of Common Stock, and
the Sisters of Providence, owner of 1,500 shares of Common Stock, have
co-sponsored this resolution.
Whereas, Colgate-Palmolive Company has extensive overseas operations, and
Whereas, reports of human rights abuses in the overseas subsidiaries and
suppliers of some U.S.-based corporations has led to an increased public
awareness of the problems of child labor, 'sweatshop' conditions, and the
denial of labor rights in U.S. corporate overseas operations, and
Whereas, corporate violations of human rights in these overseas operations
can lead to negative publicity, public protests, and a loss of consumer
confidence which can have a negative impact on shareholder value, and
36
<Page>
Whereas, a number of corporations have implemented independent monitoring
programs with respected human rights and religious organizations to
strengthen compliance with international human rights norms in subsidiary
and supplier factories, and
Whereas, these standards incorporate the conventions of the United Nations'
International Labor Organization (ILO) on workplace human rights which
include the following principles:
1) All workers have the right to form and join trade unions and to
bargain collectively. (ILO Conventions 87 and 98)
2) Workers representatives shall not be the subject of discrimination and
shall have access to all workplaces necessary to enable them to carry
out their representation functions. (ILO Convention 135)
3) There shall be no discrimination or intimidation in employment.
Equality of opportunity and treatment shall be provided regardless of
race, color, sex, religion, political opinion, age, nationality,
social origin, or other distinguishing characteristics. (ILO
Convention 100 and 111)
4) Employment shall be freely chosen. There shall be no use of force,
including bonded or prison labor. (ILO Conventions 29 and 105)
5) There shall be no use of child labor. (ILO Convention 138), and,
Whereas, independent monitoring of corporate adherence to these standards is
essential if consumer and investor confidence in our company's commitment
to human rights is to be maintained,
Therefore, be it resolved that the company commit itself to the full
implementation of a code of corporate conduct based on the aforementioned
ILO human rights standards by its international suppliers and in its own
international production facilities and commit to a program of outside,
independent monitoring of compliance with these standards.
Your Board of Directors unanimously recommends a vote AGAINST the stockholder
proposal for the following reasons:
Colgate-Palmolive Company fully supports and adheres to the workplace human
rights principles and standards advocated by the proponent. The Company has a
long-standing and well-recognized record of its support of human rights for its
employees, its business partners and their employees and in the communities
where Colgate does business worldwide. Colgate developed and implemented a code
of corporate conduct, as the proponent recommends, long before others, which it
supports through rigorous and effective internal monitoring programs and
systems. As a result, management believes that the outside monitoring program
advocated by the proponent for Colgate is both unnecessary and impractical. Such
an effort would divert important Company resources away from, rather than
advance, the very goals advocated by the proponent.
The Company's commitment to workplace human rights is reflected in the
Company's 'Code of Conduct,' first adopted 15 years ago and most recently
updated in January 2000. All Colgate employees receive a copy of the Code, which
is translated into a variety of languages, and officers and key employees
regularly certify compliance with the Code by themselves and their
organizations. Additionally, the Code is available in hard copy to vendors and
others upon request, and the Code will be posted on Colgate's website.
37
<Page>
The Code of Conduct expresses Colgate's unequivocal position supporting
workplace human rights. The Company is committed to equal opportunity for
employees at all levels, a safe and healthy workplace, the payment of fair
wages, opportunities for employees to improve their skills and respect for
employees' freedom of association. Not only does the Company live by these
standards in its own facilities, but the Company also strives to work with
business partners who abide by the same standards.
The Company does not tolerate in its own operations, nor will it knowingly
work with any supplier or contractor operating with, unacceptable worker
treatment, such as the exploitation of children, physical punishment, female
abuse, involuntary servitude, or other forms of workplace abuse. To strengthen
compliance with these standards by third-party suppliers, the Company has added
provisions in its global supply contracts and purchase orders requiring
compliance with all applicable labor and equal-employment laws and Colgate
standards. To reinforce these contractual commitments, Colgate recently
initiated a policy of providing its suppliers, contractors and vendors with
copies of the Company's Code of Conduct.
Colgate has a Global Business Practices function, headed by an executive
officer, which oversees compliance with the standards described above and
related auditing and enforcement of these standards. The Global Business
Practices function also supports a global training effort and maintains a
telephone, facsimile and e-mail hotline through which employees may report
suspected violations of the Code of Conduct. In addition, the Company has other
auditing programs that address ILO issues, including a program to periodically
audit all of its manufacturing and research facilities worldwide for compliance
with local law and Colgate standards governing the environment and occupational
health and safety. An independent third-party consultant, Environmental
Resources Management, Inc., has reviewed and confirmed the reliability and
objectivity of this audit program.
Colgate has demonstrated its leadership in the area of human rights in many
ways. The Company recently joined nine other multinational companies and
organizations as a charter signatory to the Global Sullivan Principles. (It
should be noted that the California Public Employee Retirement System (CalPERS),
the nation's largest public pension fund, has selected four investment firms to
manage its foreign funds in accordance with the Global Sullivan Principles.)
Colgate has been recognized by the former Council on Economic Priorities for its
accomplishments in the areas of equal opportunity, charitable giving,
environment, the advancement of women and minorities, and the working
environment. The U.S. Department of Labor has also recognized the Company for
its programs promoting the advancement of women, minorities and people with
disabilities.
The Company has a long-standing commitment to human rights and fair
workplace standards, a firm position in this regard with respect to our
suppliers and a well-developed compliance process. The unnecessary monitoring
program advocated by the proponent would in no way enhance Colgate's efforts in
this regard. Rather, management believes that adoption of the proposal would
result in a needless diversion of resources that could be better used to enhance
shareholder value and to advance the human rights and workplace standards the
proponent seeks to promote.
FOR THESE REASONS, THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE
PROPOSAL.
38
<Page>
OTHER INFORMATION
FUTURE STOCKHOLDER PROPOSALS
Under the rules of the Securities and Exchange Commission, if you wish us to
include a proposal in the proxy statement for next year's Annual Meeting of
Stockholders, we must receive it no later than November 27, 2002.
Under the Company's By-Laws, if you wish to submit a proposal for
consideration at next year's Annual Meeting, the Secretary of the Company must
receive your proposal at least 60 days but not more than 90 days prior to the
date of the meeting. Generally, the Company holds its Annual Meeting of
Stockholders during the first or second week of May. Your proposal also must
comply with certain information requirements set forth in the Company's By-Laws.
You may obtain a copy of our By-Laws from the Secretary. These requirements
apply to any matter that a stockholder wishes to raise at the Annual Meeting
other than pursuant to the procedures set forth in Rule 14a-8 of the Securities
Exchange Act of 1934. The deadline for receiving proposals for consideration at
this year's Annual Meeting was March 9, 2002.
NOMINATIONS FOR DIRECTOR
The Committee on Directors will consider nominees recommended by
stockholders for election as directors. Nominations by stockholders must be in
writing and made in accordance with the information and timely notice
requirements of the Company's By-Laws. The deadlines for nominations for this
year's and next year's Annual Meetings are described above under 'Future
Stockholder Proposals'.
COST AND METHODS OF SOLICITING PROXIES
We pay the cost of soliciting proxies for the meeting. Proxies may be
solicited in person by our employees, or by mail, courier, telephone, facsimile
or e-mail. In addition, we have retained D.F. King & Co. Inc. to solicit proxies
by mail, courier, telephone, facsimile and e-mail and to request brokerage
houses and other nominees to forward soliciting material to beneficial owners.
We will pay a fee of approximately $22,000 to D.F. King & Co. plus expenses for
these services.
OTHER BUSINESS
As of the date of this Proxy Statement's printing, we do not intend to
submit any matters to the meeting other than those set forth herein, and we know
of no additional matters that will be presented by others. However, if any other
business should come before the meeting, the directors designated as the Proxy
Committee in the enclosed proxy card have discretionary authority to vote your
shares with respect to such matters in accordance with their best judgment.
By order of the Board of Directors.
Andrew D. Hendry
Senior Vice President, General Counsel and Secretary
39
<Page>
APPENDIX A
COLGATE-PALMOLIVE COMPANY
AUDIT COMMITTEE CHARTER
There shall be an Audit Committee (the Committee) which will assist the
Board of Directors in the areas of responsibility outlined below. The Committee
will consist of at least three outside Directors, each of whom shall have no
relationship to the Company that may interfere with the exercise of their
independence from management and the Company and shall otherwise satisfy the
applicable membership requirements under the rules of the New York Stock
Exchange, Inc.
I. GENERAL RESPONSIBILITIES
1. Maintain open communications with the internal auditors, the independent
accountants, management, and the Board of Directors.
2. Report Committee actions to the full Board of Directors and make appropriate
recommendations.
3. In its discretion, conduct or authorize investigations into matters within
its scope of responsibility and, if the Committee deems appropriate, retain
independent counsel, accountants or other experts to assist in the conduct
of any such investigations.
4. Meet at least four times each year, or more frequently as circumstances
require. The Chair of the Committee may call a Committee meeting whenever
deemed necessary. The Chair of the Committee should develop, in consultation
with management when appropriate, the Committee agenda. The Committee may
ask members of management or others to attend meetings and may request any
information it deems relevant from management.
5. Prepare the Audit Committee report required by the Securities and Exchange
Commission to be included in the Company's annual Proxy Statement and take
any other actions required of the Committee by law, applicable regulations,
or as may be requested by the Board of Directors.
6. Meet with the Director of Internal Audit, the Company's independent
accountants and management in executive sessions to discuss any matters the
Committee or these persons or groups believe should be discussed privately.
7. Review and reassess the adequacy of the Committee's Charter annually.
8. Review policies and procedures covering officers' expense accounts and
perquisites, including their use of corporate assets, and consider the
results of any review of those areas by the Director of Internal Audit or
the independent accountants.
9. Review periodically with the general counsel any legal and regulatory
matters that may have a material effect on the Company's financial
statements, operations, compliance policies and programs.
10. Review with management the activities of the Global Business Practices
function, including its monitoring of compliance with the Company's Code of
Conduct.
A-1
<Page>
11. Recommend to the Board of Directors that the audited financial statements be
included in the Company's Annual Report on Form 10-K.
12. Recommend to the Board of Directors restrictions on the Company's hiring of
employees of the independent accountants who were engaged on the Company's
account.
13. Review with management, the Director of Internal Audit and the independent
accountants disclosures of insider and affiliated party transactions.
II. RESPONSIBILITIES REGARDING THE ENGAGEMENT OF THE INDEPENDENT ACCOUNTANTS AND
THE APPOINTMENT OF THE INTERNAL AUDITOR.
1. Review and recommend to the Board of Directors the independent accounting
firm to be selected to audit the annual financial statements and review the
quarterly financial statements of the Company. The Committee will also
review and approve fees paid to the independent accountants and review and
approve dismissal of the independent accountants.
2. Review the experience and qualifications of the senior members of the
independent accountants' audit team.
3. Review and approve requests for any management consulting engagements to be
performed by the independent accountants.
4. Review and concur in the appointment, replacement, reassignment or dismissal
of the Director of Internal Audit.
5. Ensure the independent accountants deliver to the Committee annually a
formal written statement delineating all relationships between the
independent accountants and the Company and addressing at least the matters
set forth in Independence Standards Board Standard No. 1; discuss with the
independent accountants any relationships or services disclosed in such
statement that may impact the objectivity and independence of the Company's
independent accountants; and recommend that the Board of Directors take
appropriate action in response to this statement to satisfy itself of the
independent accountants' independence.
III. RESPONSIBILITIES FOR REVIEWING INTERNAL AUDITS, THE ANNUAL EXTERNAL AUDIT
AND THE REVIEW OF FINANCIAL STATEMENTS.
1. Request the independent accountants to confirm that they are accountable to
the Board of Directors and the Committee and that they will provide the
Committee with timely analyses of significant financial reporting and
internal control issues.
2. Review with management significant risks and exposures identified by
management and management's steps to minimize them.
3. Review the scope of the internal and external audits with the Director of
Internal Audit and the independent accountants.
4. Review with management, the independent accountants and the Director of
Internal Audit:
A-2
<Page>
a. The Company's internal controls, including computerized information
system controls and security.
b. Any significant findings and recommendations made by the independent
accountants or internal audit.
5. After the completion of the annual audit examination, review with management
and the independent accountants:
a. The Company's annual financial statements and related footnotes.
b. The independent accountants' audit of and report on the financial
statements.
c. The qualitative judgments about the appropriateness and acceptability of
accounting principles, financial disclosures and underlying estimates.
d. Any significant difficulties or disputes with management encountered
during the course of the audit.
e. The effect of accounting initiatives.
f. The effect of off-balance sheet structures, if any, on the Company's
financial statements and on unconsolidated subsidiaries.
g. Any employee complaints or published reports which raise material issues
regarding the Company's financial statements or accounting policies.
h. Any other matters about the audit procedures or findings that Generally
Accepted Auditing Standards (GAAS) require the auditors to discuss with
the Committee.
6. Review with management and the Director of Internal Audit:
a. Any difficulties the internal auditor encountered while conducting
audits, including any restrictions on the scope of their work or access
to required information.
b. Any changes to the planned scope of the internal audit plan that the
Committee thinks advisable.
c. The internal audit department's budget and staffing.
A-3
<Page>
[Colgate-Palmolive Logo]
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS AND PROXY STATEMENT
[Recycled Logo] Printed on Recycled Paper
APPENDIX 1
COLGATE-PALMOLIVE COMPANY
300 Park Avenue, New York, NY 10022
Proxy Solicited by the Board of Directors
for Annual Meeting on May 8, 2002
The undersigned hereby appoints as proxies, with full power of substitution to
each, REUBEN MARK, JILL K. CONWAY and HOWARD B. WENTZ, JR. (the Proxy Committee)
to vote as designated on the reverse side all shares that the undersigned would
be entitled to vote at the annual meeting of stockholders of the Company to be
held in New York, New York on May 8, 2002 or at any adjournments thereof. Action
hereunder may be taken by a majority of said proxies or their substitutes who
are present or if only one be present, then by that one.
You are encouraged to specify your choices by marking the appropriate boxes, SEE
REVERSE SIDE, but you need not mark any boxes if you wish to vote in accordance
with the Board of Directors' recommendations. The Proxy Committee cannot vote
your shares unless you sign and return this card.
(Continued and to be signed on other side.)
P
R
O
X
Y
- -------------------------------------------------------------------------------
FOLD AND DETACH HERE
ANNUAL MEETING
OF
COLGATE-PALMOLIVE COMPANY STOCKHOLDERS
Wednesday, May 8, 2002
Marriott Marquis
10:00 a.m.
Broadway Ballroom
1535 Broadway
(45th Street and Broadway)
New York, NY 10036
Your vote is important to us. You may vote your proxy either by Internet,
telephone or mail. Please vote your proxy at your earliest convenience even
if you plan to attend the meeting. Voting instructions appear on the
reverse side of this card. Your vote is held in confidence by our outside
tabulator, EquiServe Trust Company, N.A.
If you plan to attend the meeting, please fill out and mail separately the
enclosed ticket request.
[X] Please mark your
votes as in this 0124
example.
This proxy when properly executed will be voted in the manner directed
herein. If no direction is made, this proxy will be voted in accordance with the
Board's recommendations as set forth below.
- -------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR Item 1.
- -------------------------------------------------------------------------------
FOR WITHHELD
1. Election of [ ] [ ] Election of Directors, Nominees:
Directors.
01. J.K. Conway
02. R.E. Ferguson
03. C.M. Gutierrez
04. E.M. Hancock
05. D.W. Johnson
06. R.J. Kogan
07. D.E. Lewis
08. R. Mark
09. H.B. Wentz, Jr.
For, except vote withheld from the following nominee(s):
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
The Board of Directors recommends a vote AGAINST Item 2.
- -------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
2. Stockholder Proposal on [ ] [ ] [ ]
Workplace Human Rights.
In its discretion, the Proxy Committee is authorized to vote upon such other
business as may properly come before the meeting.
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SIGNATURE(S) DATE
- -------------------------------------------------------------------------------
FOLD AND DETACH HERE
Vote by Internet--www.eproxyvote.com/cl
Use the Internet to transmit your voting instructions anytime before 11:59
p.m. on May 7, 2002. Have your proxy card in hand when you access the web
site. You will be prompted to enter the voter control number located in
the box above.
Vote by Phone--1-877-779-8683
Use any touch-tone telephone to transmit your voting instructions anytime
before 11:59 p.m. on May 7, 2002. Have your proxy card in hand when you
call. You will be prompted to enter the voter control number located in the
box above and then follow the simple instructions you are given.
Vote by Mail
Detach the above proxy card. Mark, sign and date the card and then return
it using the enclosed postage-paid reply envelope.
Colgate-Palmolive Chile Colgate-Palmolive PR
One Plus One Saving Plan Savings and Investment Plan
Colgate-Palmolive France Colgate-Palmolive Compania
Stock/Savings Plan Stock/Savings Plan
Colgate-Palmolive Germany Colgate-Palmolive, C.A.
Stock/Savings Plan Stock Plan
Colgate-Palmolive Phils., Inc. Colgate-Palmolive Malaysia
Stock/Savings Plan Employee Stock Ownership Plan
To: Plan Participants
As a participant in one of the Plans listed above, you may direct the
manner in which shares of Colgate-Palmolive Company Common Stock allocable to
your interest in the Colgate-Palmolive Stock Fund established under such Plan
shall be voted at the annual meeting of stockholders of Colgate-Palmolive
Company to be held in New York, New York on May 8, 2002 or at any adjournments
thereof.
You are encouraged to specify your choices by marking the appropriate boxes,
SEE REVERSE SIDE, but you need not mark any boxes if you wish to vote in
accordance with the Board of Directors' recommendations. If a signed card is not
returned, shares allocable to your interest in the Colgate-Palmolive Stock Fund
will be voted in the same proportion as shares for which instruction cards are
received.
(Continued and to be signed on other side.)
- -------------------------------------------------------------------------------
FOLD AND DETACH HERE
[X] Please mark your
votes as in this 3843
example.
This proxy when properly executed will be voted in the manner directed
herein. If no direction is made, this proxy will be voted in accordance with the
Board's recommendations as set forth below.
- -------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR Item 1.
- -------------------------------------------------------------------------------
FOR WITHHELD
1. Election of [ ] [ ] Election of Directors, Nominees:
Directors.
01. J.K. Conway
02. R.E. Ferguson
03. C.M. Gutierrez
04. E.M. Hancock
05. D.W. Johnson
06. R.J. Kogan
07. D.E. Lewis
08. R. Mark
09. H.B. Wentz, Jr.
For, except vote withheld from the following nominee(s):
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
The Board of Directors recommends a vote AGAINST Item 2.
- -------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
2. Stockholder Proposal on [ ] [ ] [ ]
Workplace Human Rights.
In its discretion, the Proxy Committee is authorized to vote upon such other
business as may properly come before the meeting.
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SIGNATURE(S) DATE
- -------------------------------------------------------------------------------
FOLD AND DETACH HERE
Vote by Internet--www.eproxyvote.com/cl1
Use the Internet to transmit your voting instructions anytime before 11:59
p.m. on May 7, 2002. Have your proxy card in hand when you access the web
site. You will be prompted to enter the voter control number located in
the box above.
Vote by Phone--201-536-8073
Use any touch-tone telephone to transmit your voting instructions anytime
before 11:59 p.m. on May 7, 2002. Have your proxy card in hand when you
call. You will be prompted to enter the voter control number located in the
box above and then follow the simple instructions you are given. The
Company will pay all telephone charges.
Vote by Mail
Detach the above proxy card. Mark, sign and date the card and then return
it using the enclosed postage-paid reply envelope.
Colgate-Palmolive Australia
Employee Share Scheme
Colgate-Palmolive Dominican Republic
Stock/Savings Plan
Colgate-Palmolive U.K.
Stock/Savings Plan
Colgate-Palmolive Ireland
Share Participation Scheme
To: Plan Participants
As a participant in one of the Plans listed above, you may direct the
manner in which shares of Colgate-Palmolive Company Common Stock allocable to
your interest in the Colgate-Palmolive Stock Fund established under such Plan
shall be voted by the Trustee at the annual meeting of stockholders of
Colgate-Palmolive Company to be held in New York, New York on May 8, 2002 or at
any adjournments thereof.
You are encouraged to specify your choices by marking the appropriate boxes,
SEE REVERSE SIDE, but you need not mark any boxes if you wish to vote in
accordance with the Board of Directors' recommendations. If a signed card is not
returned, shares allocable to your interest in the Plan will not be voted.
(Continued and to be signed on other side.)
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
[X] Please mark your
votes as in this 5630
example.
This proxy when properly executed will be voted in the manner directed
herein. If no direction is made, this proxy will be voted by the Trustee in
accordance with the Board's recommendations as set forth below.
- -------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR Item 1.
- -------------------------------------------------------------------------------
FOR WITHHELD
1. Election of [ ] [ ] Election of Directors, Nominees:
Directors.
01. J.K. Conway
02. R.E. Ferguson
03. C.M. Gutierrez
04. E.M. Hancock
05. D.W. Johnson
06. R.J. Kogan
07. D.E. Lewis
08. R. Mark
09. H.B. Wentz, Jr.
For, except vote withheld from the following nominee(s):
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
The Board of Directors recommends a vote AGAINST Item 2.
- -------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
2. Stockholder Proposal on [ ] [ ] [ ]
Workplace Human Rights.
If voting by proxy, the Trustee is directed to authorize the Proxy Committee to
vote, in its discretion, upon such other business as may properly come before
the meeting.
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SIGNATURE(S) DATE
- -------------------------------------------------------------------------------
FOLD AND DETACH HERE
Vote by Internet--www.eproxyvote.com/cl1
Use the Internet to transmit your voting instructions anytime before 11:59
p.m. on May 7, 2002. Have your proxy card in hand when you access the web
site. You will be prompted to enter the voter control number located in
the box above.
Vote by Phone--201-536-8073
Use any touch-tone telephone to transmit your voting instructions anytime
before 11:59 p.m. on May 7, 2002. Have your proxy card in hand when you
call. You will be prompted to enter the voter control number located in the
box above and then follow the simple instructions you are given. The
Company will pay all telephone charges.
Vote by Mail
Detach the above proxy card. Mark, sign and date the card and then return
it using the enclosed postage-paid reply envelope.
Colgate-Palmolive Canada Inc.
Stock/Savings Plan
Proxy Solicited by the Board of Directors of Colgate-Palmolive Company
for Annual Meeting on May 8, 2002
The undersigned hereby appoints as proxies, with full power of substitution to
each, REUBEN MARK, JILL K. CONWAY and HOWARD B. WENTZ, JR. (the Proxy Committee)
to vote as designated on the reverse side all shares that the undersigned would
be entitled to vote at the annual meeting of stockholders of the Company to be
held in New York, New York on May 8, 2002 or at any adjournments thereof. Action
hereunder may be taken by a majority of said proxies or their substitutes who
are present or if only one be present, then by that one.
You are encouraged to specify your choices by marking the appropriate boxes, SEE
REVERSE SIDE, but you need not mark any boxes if you wish to vote in accordance
with the Board of Directors' recommendations. The Proxy Committee cannot vote
your shares unless you sign and return this card.
(Continued and to be signed on other side.)
- -------------------------------------------------------------------------------
FOLD AND DETACH HERE
[X] Please mark your
votes as in this 5638
example.
This proxy when properly executed will be voted in the manner directed
herein. If no direction is made, this proxy will be voted in accordance with the
Board's recommendations as set forth below.
- -------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR Item 1.
- -------------------------------------------------------------------------------
FOR WITHHELD
1. Election of [ ] [ ] Election of Directors, Nominees:
Directors.
01. J.K. Conway
02. R.E. Ferguson
03. C.M. Gutierrez
04. E.M. Hancock
05. D.W. Johnson
06. R.J. Kogan
07. D.E. Lewis
08. R. Mark
09. H.B. Wentz, Jr.
For, except vote withheld from the following nominee(s):
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
The Board of Directors recommends a vote AGAINST Item 2.
- -------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
2. Stockholder Proposal on [ ] [ ] [ ]
Workplace Human Rights.
In its discretion, the Proxy Committee is authorized to vote upon such other
business as may properly come before the meeting.
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SIGNATURE(S) DATE
- -------------------------------------------------------------------------------
FOLD AND DETACH HERE
Vote by Internet--www.eproxyvote.com/cl
Use the Internet to transmit your voting instructions anytime before 11:59
p.m. on May 7, 2002. Have your proxy card in hand when you access the web
site. You will be prompted to enter the voter control number located in
the box above.
Vote by Phone--1-877-779-8683
Use any touch-tone telephone to transmit your voting instructions anytime
before 11:59 p.m. on May 7, 2002. Have your proxy card in hand when you
call. You will be prompted to enter the voter control number located in the
box above and then follow the simple instructions you are given.
Vote by Mail
Detach the above proxy card. Mark, sign and date the card and then return
it using the enclosed postage-paid reply envelope.
COLGATE-PALMOLIVE COMPANY
EMPLOYEES SAVINGS AND INVESTMENT PLAN
To: Plan Participants
As a participant in the above Plan, you may direct the manner in which
shares of Company Common Stock and/or Convertible Preference Stock allocable to
your interest in the Trust Funds established under such Plan shall be voted by
the appropriate Trustee at the annual meeting of stockholders to be held in New
York, New York on May 8, 2002 or at any adjournments thereof.
You are encouraged to specify your choices by marking the appropriate boxes,
SEE REVERSE SIDE, but you need not mark any boxes if you wish to vote in
accordance with the Board of Directors' recommendations. If a signed card is not
returned, shares allocable to your interest in the Plan may be voted in the same
proportion as shares for which instruction cards are received.
(Continued and to be signed on other side.)
P
R
O
X
Y
- -------------------------------------------------------------------------------
FOLD AND DETACH HERE
ANNUAL MEETING
OF
COLGATE-PALMOLIVE COMPANY STOCKHOLDERS
Wednesday, May 8, 2002
Your vote is important to us. You may vote your proxy by Internet, telephone or
mail. Please vote your proxy at your earliest convenience. Voting instructions
appear on the reverse side of this card. Your vote is held in confidence by our
outside tabulator, EquiServe Trust Company, N.A.
[X] Please mark your
votes as in this 4061
example.
This proxy when properly executed will be voted in the manner directed
herein. If no direction is made, this proxy will be voted by the Trustee in
accordance with the Board's recommendations as set forth below.
- -------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR Item 1.
- -------------------------------------------------------------------------------
FOR WITHHELD
1. Election of [ ] [ ] Election of Directors, Nominees:
Directors.
01. J.K. Conway
02. R.E. Ferguson
03. C.M. Gutierrez
04. E.M. Hancock
05. D.W. Johnson
06. R.J. Kogan
07. D.E. Lewis
08. R. Mark
09. H.B. Wentz, Jr.
For, except vote withheld from the following nominee(s):
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
The Board of Directors recommends a vote AGAINST Item 2.
- -------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
2. Stockholder Proposal on [ ] [ ] [ ]
Workplace Human Rights.
If voting by proxy, the Trustee is directed to authorize the Proxy Committee to
vote, in its discretion, upon such other business as may properly come before
the meeting.
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SIGNATURE(S) DATE
- -------------------------------------------------------------------------------
FOLD AND DETACH HERE
Vote by Internet--www.eproxyvote.com/cl
Use the Internet to transmit your voting instructions anytime before 11:59
p.m. on May 7, 2002. Have your proxy card in hand when you access the web
site. You will be prompted to enter the voter control number located in
the box above.
Vote by Phone--1-877-779-8683 from U.S. or Canada/outside of these areas,
call 201-536-8073
Use any touch-tone telephone to transmit your voting instructions anytime
before 11:59 p.m. on May 7, 2002. Have your proxy card in hand when you
call. You will be prompted to enter the voter control number located in the
box above and then follow the simple instructions you are given. The
Company will pay all telephone charges.
Vote by Mail
Detach the above proxy card. Mark, sign and date the card and then return
it using the enclosed postage-paid reply envelope.
Colgate-Palmolive (Hellas) s.a.i.c.
Stock/Savings Plan
Colgate-Palmolive, S.A. De C.V.
Retirement/Pension Plan and
Seniority Premium
Colgate-Palmolive (Poland) sP. Z 0.0
Global Stock/Savings Plan
Colgate-Palmolive Argentina S.A.
"Mas por Vos"
Kolynos do Brasil Ltda.
Stock Acquisition Plan
Colgate-Palmolive (C.A.) Inc.
Costa Rica Stock/Savings Plan
Colgate-Palmolive (C.A.) Inc.
El Salvador Stock/Savings Plan
Colgate-Palmolive (C.A.) Inc.
Guatemala Stock/Savings Plan
Colgate-Palmolive (C.A.) Inc.
Honduras Stock/Savings Plan
Colgate-Palmolive (C.A.) Inc.
Nicaragua Stock/Savings Plan
Colgate-Palmolive (C.A.) Inc.
Panama Stock/Savings Plan
Colgate-Palmolive Thailand
Stock/Savings Plan
Proxy Solicited by the Board of Directors of Colgate-Palmolive Company
for Annual Meeting on May 8, 2002
The undersigned hereby appoints as proxies, with full power of substitution to
each, REUBEN MARK, JILL K. CONWAY and HOWARD B. WENTZ, JR. (the Proxy Committee)
to vote as designated on the reverse side all shares that the undersigned would
be entitled to vote at the annual meeting of stockholders of the Company to be
held in New York, New York on May 8, 2002 or at any adjournments thereof. Action
hereunder may be taken by a majority of said proxies or their substitutes who
are present or if only one be present, then by that one.
You are encouraged to specify your choices by marking the appropriate boxes, SEE
REVERSE SIDE, but you need not mark any boxes if you wish to vote in accordance
with the Board of Directors' recommendations. The Proxy Committee cannot vote
your shares unless you sign and return this card.
(Continued and to be signed on other side.)
- -------------------------------------------------------------------------------
FOLD AND DETACH HERE
[X] Please mark your 5689
votes as in this
example.
This proxy when properly executed will be voted in the manner directed
herein. If no direction is made, this proxy will be voted in accordance with the
Board's recommendations as set forth below.
- -------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR Item 1.
- -------------------------------------------------------------------------------
FOR WITHHELD
1. Election of [ ] [ ] Election of Directors, Nominees:
Directors.
01. J.K. Conway
02. R.E. Ferguson
03. C.M. Gutierrez
04. E.M. Hancock
05. D.W. Johnson
06. R.J. Kogan
07. D.E. Lewis
08. R. Mark
09. H.B. Wentz, Jr.
For, except vote withheld from the following nominee(s):
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
The Board of Directors recommends a vote AGAINST Item 2.
- -------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
2. Stockholder Proposal on [ ] [ ] [ ]
Workplace Human Rights.
In its discretion, the Proxy Committee is authorized to vote upon such other
business as may properly come before the meeting.
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SIGNATURE(S) DATE
- -------------------------------------------------------------------------------
FOLD AND DETACH HERE
Vote by Internet--www.eproxyvote.com/cl1
Use the Internet to transmit your voting instructions anytime before 11:59
p.m. on May 7, 2002. Have your proxy card in hand when you access the web
site. You will be prompted to enter the voter control number located in
the box above.
Vote by Phone--201-536-8073
Use any touch-tone telephone to transmit your voting instructions anytime
before 11:59 p.m. on May 7, 2002. Have your proxy card in hand when you
call. You will be prompted to enter the voter control number located in the
box above and then follow the simple instructions you are given. The
Company will pay all telephone charges.
Vote by Mail
Detach the above proxy card. Mark, sign and date the card and then return
it using the enclosed postage-paid reply envelope.