UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
May 4, 2006
COLGATE-PALMOLIVE COMPANY
(Exact name of registrant as specified in its charter)
Delaware |
1-644-2 |
13-1815595 |
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(State or Other Jurisdiction |
(Commission |
(IRS Employer |
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of Incorporation) |
File Number) |
Identification No.) |
300 Park Avenue, New York, NY |
10022 |
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(Address of Principal Executive Offices) |
(Zip Code) |
Registrant's telephone number, including area code (212) 310-2000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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o |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 1.01. |
Entry into a Material Definitive Agreement. |
On May 4, 2006, at the Annual Meeting of Stockholders, the stockholders of the Company approved the Colgate-Palmolive Company 2007 Stock Plan for Non-Employee Directors (the “Director Stock Plan”).
The Director Stock Plan is substantially similar to and will replace the existing Colgate-Palmolive Company Stock Plan for Non-Employee Directors which is due to expire on December 31, 2006. Both plans provide for an annual grant of 2,600 shares of Common Stock to non-employee directors. The Plan will be effective as of January 1, 2007 and expire on December 31, 2016. A more detailed description of the terms of the Director Stock Plan can be found in the Company’s Proxy Statement for the 2006 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on March 31, 2006 (the “2006 Notice of Meeting and Proxy Statement”). See appendix A to the 2006 Notice of Meeting and Proxy Statement for a copy of the plan.
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Item 8.01. |
Other Events. |
Submission of Matters to a Vote of Security Holders
The Company’s annual meeting of stockholders was held on May 4, 2006. The matters voted on and the results of the vote were as follows:
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(a) |
John T. Cahill, Jill K. Conway, Ellen M. Hancock, David W. Johnson, Richard J. Kogan, Delano E. Lewis, Reuben Mark, J. Pedro Reinhard and Howard B. Wentz, Jr. were elected directors of the Company. The results of the vote were as follows: |
Votes Received |
Votes Withheld |
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John T. Cahill |
443,881,697 (93.7%) |
29,628,769 (6.3%) |
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Jill K. Conway |
456,250,754 (96.3%) |
17,259,712 (3.7%) |
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Ellen M. Hancock |
455,376,278 (96.2%) |
18,134,188 (3.8%) |
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David W. Johnson |
455,434,270 (96.2%) |
18,076,196 (3.8%) |
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Richard J. Kogan |
441,440,594 (93.2%) |
32,069,872 (6.8%) |
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Delano E. Lewis |
463,483,803 (97.9%) |
10,026,663 (2.1%) |
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Reuben Mark |
452,599,545 (95.6%) |
20,910,921 (4.4%) |
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J. Pedro Reinhard |
461,445,529 (97.4%) |
12,064,937 (2.6%) |
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Howard B. Wentz, Jr. |
442,482,414 (93.4%) |
31,028,052 (6.6%) |
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(b) |
The ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2006 was approved. The results of the vote were as follows: |
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Votes For |
Votes Against |
Abstentions |
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463,051,455 (97.8%) |
7,082,863 (1.5%) |
3,376,148 (0.7%) |
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(c) |
The Colgate-Palmolive Company 2007 Stock Plan for Non-Employee Directors was approved. The results of the vote were as follows: |
Votes
For |
Votes
Against |
Abstentions |
Broker
Non-Votes |
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351,494,095
(88.4%) |
41,042,554
(10.3%) |
5,003,835
(1.3%) |
75,969,982 |
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(d) |
A stockholder proposal regarding an independent board chairman was not approved. The results of the vote were as follows: |
Votes
For |
Votes
Against |
Abstentions |
Broker
Non-Votes |
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66,746,479
(16.8%) |
325,553,264
(81.9%) |
5,240,741
(1.3%) |
75,969,982 |
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(e) |
A stockholder proposal regarding executive compensation was not approved. The results of the vote were as follows: |
Votes
For |
Votes
Against |
Abstentions |
Broker
Non-Votes |
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142,498,404
(35.8%) |
249,505,780
(62.8%) |
5,536,300
(1.4%) |
75,969,982 |
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For information regarding voting procedures, please see the Company’s 2006 Notice of Meeting and Proxy Statement.
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Item 9.01. |
Financial Statements and Exhibits. |
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(c) |
Exhibits |
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10 |
Colgate-Palmolive Company 2007 Stock Plan for Non-Employee Directors. (Registrant hereby incorporates by reference to appendix A to its 2006 Notice of Meeting and Proxy Statement.) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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COLGATE-PALMOLIVE COMPANY |
| Date: May 8, 2006 | By: /s/ Andrew D. Hendry |
| Name: Andrew D. Hendry | |
| Title: Senior Vice President, General Counsel and Secretary |
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EXHIBIT INDEX
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10 |
Colgate-Palmolive Company 2007 Stock Plan for Non-Employee Directors. (Registrant hereby incorporates by reference to appendix A to its 2006 Notice of Meeting and Proxy Statement.) |
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