Clorox Co. 2026财年净销售额下降5%，完成GOJO收购

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

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

The Clorox Company

(Name of Registrant as Specified In Its Charter)

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

The Clorox Company 2026 Proxy Statement > Letter from Our Board Chair and Chief Executive Officer	1

Letter from Our Board Chair and Chief Executive Officer

Dear Fellow Shareholders,

Fiscal year 2026 was a pivotal transition year for Clorox. Amid a challenging consumer and macroeconomic environment, we took decisive actions to strengthen our business, enhance our ability to serve consumers, sharpen execution and position the Company for long-term growth and value creation. During the year, we achieved several transformative milestones, including the acquisition of GOJO Industries, Inc. and the implementation of our U.S. Enterprise Resource Planning (ERP) system. Together, these actions advanced our strategy, strengthened our portfolio and capabilities, and enhanced the ways we work to support more consistent, profitable growth over time.

As management executed on the Company’s strategic priorities, the Board remained engaged in its oversight of strategy, capital allocation and long-term value creation.

The Board is also actively advancing our CEO search and transition. I have great confidence in that process and in the strength of our Board and our team. In the meantime, executing on our strategy remains my top priority, and I remain fully committed to continuing to lead the business and drive our day-to-day operations and to ensure a smooth transition.

As we look ahead, we remain focused on driving profitable category growth and creating long-term shareholder value. While we expect consumers to remain value-conscious as inflation, cost volatility and uncertainty continue to influence purchasing decisions, they continue to seek trusted brands that deliver on-trend benefits, performance and convenience. With a stronger innovation pipeline, a healthier portfolio and a clear roadmap to win with consumers, we enter fiscal year 2027 focused on delivering superiority through innovation and investing behind our brands, while generating fuel for reinvestment.

Thank you for your continued support.

Linda Rendle

The Clorox Company 2026 Proxy Statement > Letter from Our Lead Independent Director	2

Letter from Our Lead Independent Director

Dear Fellow Shareholders,

As Clorox’s Lead Independent Director, on behalf of the Board, I want to thank you for your continued trust and support in the Company and its long-term vision. Clorox entered fiscal year 2026 focused on strengthening its business and advancing its strategy, even as it navigated a challenging consumer landscape and an increasingly dynamic macroeconomic and regulatory environment. The Company made meaningful progress during the year, advancing its strategy, strengthening its portfolio and positioning itself for long-term profitable growth.

Active Board Oversight of Strategy and Risk

The Board devoted significant attention this year to the oversight of strategic initiatives that strengthened the Company and positioned it for long-term value creation. When management brought forward the acquisition of GOJO Industries, Inc., now operating as Clorox Purell ProCare, the Board examined not only its strategic rationale, expanding Clorox’s leadership in health and hygiene and deepening its presence in professional and institutional channels, but also the discipline of the investment and the plan to integrate and realize its full value over time. We brought that same rigor to the Company’s acquisition of the remaining interest in our Glad bags and wraps joint venture and to our oversight of the multi-year U.S. ERP system implementation, a milestone years in the making that positions Clorox to operate with greater speed, insight and efficiency.

As the Company pursued these initiatives, risk oversight remained a central focus for the Board. The Board remained focused on the risks most critical to the Company, including cybersecurity, the integration of acquired businesses, the fast-changing economic, consumer and regulatory landscape, and the opportunities and risks presented by emerging technologies, including artificial intelligence. Informed by regular engagement with and updates from management and external advisors and the Company’s enterprise risk management assessment, we exercised oversight of these matters as part of our broader responsibility over risk management, sustainable growth and long-term shareholder value.

Leadership Transition and the Path Forward

The Board maintains an ongoing focus on leadership succession, guided by the long-term interests of the Company and its shareholders. Following Linda Rendle’s decision to step down as CEO, the Board established an independent CEO Search Committee, which I chair and which also includes the independent chairs of our three standing committees. With the assistance of an independent executive search firm, the CEO Search Committee is undertaking a thorough and disciplined search process, considering a range of candidates to identify the leader best suited to guide Clorox’s next chapter. The committee reports regularly to the full Board, which remains actively engaged throughout the process.

We are grateful to Linda for her leadership and her many contributions to Clorox, and we are fortunate to have her continued focus on the business throughout this leadership transition. The Board has great confidence in Clorox’s leadership team and in its ability to keep advancing its strategy, and we are optimistic about the opportunities ahead.

Maintaining an Effective and Engaged Board

The Board continues to evaluate its composition, effectiveness and ability to meet the Company’s evolving needs. Through thoughtful Board refreshment over the past several years, we have built a Board with deep and relevant experience across consumer products, operations, finance and business transformation, bringing a strong and complementary range of skills and perspectives to our oversight of the Company. As part of our commitment to continuous improvement, we plan to engage an independent third-party facilitator to support our annual Board, committee and individual director evaluation process for fiscal year 2027, providing an external perspective on Board effectiveness and opportunities for continued improvement.

Fiscal year 2026 was a transformative year for Clorox. Throughout this period, the Board remained actively engaged in its oversight of the Company’s strategy and risk management, helping position the Company to enter fiscal year 2027 with strength and opportunity. With a strengthened portfolio, an experienced and engaged Board, a strong and capable leadership team, and a clear strategy for sustainable, profitable growth, we are optimistic about the Company’s ability to create long-term value for shareholders.

We also want to thank A.D. David Mackay, who will not be standing for re-election at this year’s annual meeting, for his valuable contributions and service as a board member. We wish him the best in the future.

On behalf of the independent directors, thank you for your continued trust, support and investment in Clorox.

Matthew J. Shattock

The Clorox Company 2026 Proxy Statement > Notice of Annual Meeting of Shareholders	3

	Annual Meeting Information
		Date and Time Wednesday, November 18, 2026 9:00 a.m. Pacific Time		Virtual Meeting URL meetnow.global/MSZZU47		Record Date You can vote electronically at the Annual Meeting if you were a shareholder of record on September 21, 2026.

Agenda

Shareholders will also consider and act upon such other business as may properly come before the 2026 Annual Meeting of Shareholders (the Annual Meeting) or any adjournment or postponement.

You may also vote online by following the instructions provided on the meeting website during the Annual Meeting.

On or about October 7, 2026, we began mailing a Notice of Internet Availability of Proxy Materials (the Notice) to our shareholders informing them that our proxy statement, 2026 integrated annual report—executive summary, and voting instructions are available on the Internet.

Your vote is very important. Whether or not you plan to attend the virtual Annual Meeting, we encourage you to vote and submit your proxy in advance of the meeting by one of the methods described in the Voting Information section on pgs 82-83. While you will not be able to attend the Annual Meeting at a physical location, we have designed the virtual Annual Meeting to ensure that our shareholders are given the same rights and opportunities to actively participate in the Annual Meeting as they would at an in-person meeting, using online tools to facilitate shareholder access and participation.

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

By Order of the Board of Directors,

Angela Hilt

Executive Vice President—Chief Legal & External Affairs Officer and
Corporate Secretary

How to Vote     Internet www.envisionreports.com/CLX   Telephone Call toll-free 1-800-652-VOTE (8683) within the U.S., U.S. territories and Canada.     Mail Mark, sign and date your proxy card or voting instruction form and return it in the postage-paid envelope.   During the Annual Meeting Visit meetnow.global/MSZZU47. Log in using the 15-digit control number included on the Notice, your printed proxy card, or the instructions that accompanied your proxy materials to access the meeting. If you are a beneficial owner, you may need to pre-register in order to vote during the meeting.

The Clorox Company 2026 Proxy Statement > Notice of Annual Meeting of Shareholders	4

		IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE CLOROX COMPANY 2026 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 18, 2026
		The Notice of Annual Meeting, proxy statement, and 2026 integrated annual report— executive summary will be available at https://www.envisionreports.com/CLX.
		Pursuant to rules adopted by the United States Securities and Exchange Commission (the SEC), we are furnishing proxy materials to our shareholders primarily over the Internet. We believe that this process expedites shareholders’ receipt of these materials, lowers the costs of our Annual Meeting and reduces the environmental impact of mailing printed copies. Accordingly, on or about October 7, 2026, we began mailing the Notice to our shareholders informing them that our proxy statement, 2026 integrated annual report—executive summary, and voting instructions are available on the Internet. The Notice also contains instructions on how to receive a paper copy of the proxy materials and a proxy card or voting instruction form. If you received the Notice by mail or our proxy materials by e-mail, you will not receive a printed copy of the proxy materials unless you request one. If you received paper copies of our proxy materials, you may also view these materials at www.envisionreports.com/CLX. Beneficial owners who hold their shares through a broker, bank or other holder of record may access the proxy materials at www.edocumentview.com/CLX.

Electronic Delivery of Proxy Materials

We encourage our shareholders to enroll in voluntary e-delivery of future proxy materials. We believe that this process expedites shareholders’ receipt of these materials, lowers the costs of our Annual Meeting and reduces the environmental impact of mailing printed copies.

If you are a Registered Shareholder (you own shares in your own name through our transfer agent, Computershare Trust Company, N.A.): visit www.computershare.com and log into your account to enroll.

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

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

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

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

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

The Clorox Company 2026 Proxy Statement > Table of Contents	5

Table of Contents

The Clorox Company 2026 Proxy Statement > Proxy Summary	6

Proxy Summary

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

Voting Matters and Voting Recommendations

			For more information on how to vote before and during the Annual Meeting, see Information About the Virtual Annual Meeting—Voting Information on pg 82 of this proxy statement.

The Clorox Company 2026 Proxy Statement > Proxy Summary	7

Recent Highlights

Here are some highlights since our 2025 Annual Meeting of Shareholders.

The Clorox Company 2026 Proxy Statement > Proxy Summary	8

Our Director Nominees

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

Name		Age(1)	Director Since	Principal Occupation	Independent	Committee Memberships	Other Public Company Directorships
	Gina Boswell	63	2025	Former Chief Executive Officer, Bath & Body Works, Inc.		• NGCRC  • MDCC(2)	• N/A
	Stephen B. Bratspies	59	2024	Former Chief Executive Officer, Hanesbrands Inc.		• AC  • MDCC(2)	• Yum! Brands, Inc.  • Target Corporation
	Pierre R. Breber	62	2024	Former Chief Financial Officer, Chevron Corporation		• AC (Chair)  • NGCRC	• Southwest Airlines Co.  • PACCAR Inc.
	Julia Denman	55	2022	Corporate Vice President and Head of Internal Audit, Enterprise Risk and Compliance, Microsoft Corporation		• AC	• N/A
	Esther Lee	67	2013	Former Executive Vice President— Global Chief Marketing Officer, MetLife Inc.		• NGCRC (Chair)  • MDCC	• Experian plc  • Pearson plc
	Stephanie Plaines	59	2022	Former Chief Financial Officer, JCPenney		• AC  • NGCRC	• Coty Inc. • H&R Block, Inc.
	Linda Rendle	48	2020	Chair and Chief Executive Officer, The Clorox Company		—	• Visa Inc.
	Matthew J. Shattock	64	2018	Former Non-Executive Chairman, Beam Suntory, Inc.		—	• VF Corporation • Haleon plc
	Russell J. Weiner	58	2017	Executive Chairman Designate and Former Chief Executive Officer, Domino’s Pizza, Inc.		• MDCC (Chair)	• Domino’s Pizza, Inc.
	Christopher J. Williams	68	2015	Chairman, Siebert Williams Shank & Co., LLC		• NGCRC  • MDCC	• Ameriprise Financial, Inc. • Union Pacific Corporation

The Clorox Company 2026 Proxy Statement > Proxy Summary	9

Director Nominee Highlights

*All data is as of the Annual Meeting.

Director Skills & Experience

The Nominating, Governance, and Corporate Responsibility Committee (NGCRC) develops and recommends criteria for Board membership that is designed to ensure a well-rounded Board that supports the objectives of the Company’s IGNITE strategy and the Board’s risk oversight responsibility. In addition to leadership and director experience, the NGCRC considers the following experiences and skills in nominating director candidates.

Brand-building/Marketing 9 of 10 director nominees Retail/Customer 9 of 10 director nominees Product/Supply Chain 8 of 10 director nominees Innovation/Digital/Tech 8 of 10 director nominees Operational 8 of 10 director nominees Sustainability 9 of 10 director nominees Cybersecurity 6 of 10 director nominees Risk Oversight 9 of 10 director nominees Financial/Accounting 8 of 10 director nominees CPG/Relevant Industry 9 of 10 director nominees Strategic Transformation/ M&A 10 of 10 director nominees Human Capital/Culture 8 of 10 director nominees Regulatory 4 of 10 director nominees International 10 of 10 director nominees

The Clorox Company 2026 Proxy Statement > Proxy Summary	10

Corporate Governance Strengths

Board Structure and Independence		All of our director nominees are independent, except for our chair and CEO
		Strong lead independent director with ability to call additional executive sessions of the independent directors, actively supervise meeting materials, agendas and schedules and, together with the Management Development and Compensation Committee (MDCC) and independent directors, monitor and evaluate the performance of the CEO
		100% independent Board committee members
		Independent CEO Search Committee, led by our lead independent director and comprised of our independent Board committee chairs, overseeing the search for the Company’s next CEO
Board Composition		Well-rounded Board with effective mix of skills, experiences, and perspectives
		Active Board refreshment—average Board tenure is approximately 6.3 years (as of the Annual Meeting date) and 5 new independent directors have been added to the Board since the beginning of 2022
		Effective annual Board, Board committee, and individual director evaluation process, with plans to engage an independent third-party facilitator for fiscal year 2027
		Majority voting and director resignation policy in uncontested director elections
Board Oversight		Robust processes for overseeing key enterprise risks
		Board receives regular updates on key risk and sustainability topics from management and internal and external experts and consultants
		Board oversight of cybersecurity and technology risk through the Audit Committee, supported by regular updates from management and outside experts, tabletop exercises and integration with enterprise risk management
Shareholder Rights and Accountability		Annual election of all directors
		Special meeting right for shareholders
		Proxy access right for shareholders
		Proactive shareholder engagement
Good Governance Practices		Robust code of conduct applicable to directors, officers and employees and annual training and certification process
		Rigorous stock ownership guidelines for directors and executives
		Directors and officers prohibited from hedging our stock, and Section 16 insiders are prohibited from pledging our stock under our insider trading policy
		Both our annual and long-term incentive plans include clawback provisions
		Sustainability achievements are a component of the holistic assessment of our executives’ performance in relation to compensation

The Clorox Company 2026 Proxy Statement > Proxy Summary	11

Executive Compensation Highlights

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

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

The Clorox Company 2026 Proxy Statement > Proxy Summary	12

Executive Compensation Framework

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

A substantial portion of target total direct compensation for our executives is variable, with 91% of target compensation at risk for our CEO and 80% of target compensation at risk on average for our other named executive officers (NEOs). Base salary is the only fixed component of direct compensation.

Component and Rationale	CEO Proportion(1)	NEO(2) Proportion(1)	Performance Measures	Performance Period	Characteristics
Base Salary Fixed pay to attract and retain talent, based on role, level of responsibilities, and individual performance.			• N/A	N/A	Fixed cash
Annual Incentives Variable pay to incent and recognize performance in areas of short-term strategic importance.			• Net sales (50%) • Net earnings (30%) • Gross margin (20%)	One Year	Performance-based cash
Long-Term Incentives Stock-based pay to incent and recognize performance in areas of long-term strategic importance, promote retention and stability, and align executives with shareholders.			• Economic profit performance share units • Variation in underlying stock price due to overall business results	Three Years (performance share units)	Performance share units and Restricted stock units

The Clorox Company 2026 Proxy Statement > Our Company	13

PURPOSE & STRATEGY

	PURPOSE		VISION		OBJECTIVE
	We champion people to be well and thrive every single day.		Exceptional innovators who earn people’s enduring loyalty.		Deliver purpose-driven growth.

IGNITE	Integrated Strategic Choices
	FUEL GROWTH Widen the funnel on how we deliver cost savings, leveraging technology and sustainability to generate fuel for growth. INNOVATE EXPERIENCES Turn data into insights to build purpose-driven, personalized brands and deliver bigger, stickier innovation platforms while enhancing consumer shopping experiences—allowing us to better serve people.	REIMAGINE WORK Galvanize our people with a bolder, more inclusive workplace in which we simplify our operations and use technology to be more consumer-obsessed, faster and leaner than ever before. EVOLVE THE PORTFOLIO Broaden our playing field in and around our core business, emphasizing consumer megatrends, including sustainability, and continue to lean into enhanced wellness.

The Clorox Company 2026 Proxy Statement > Our Company	14

IGNITE Strategy and Integrated Sustainability Approach

The Clorox Company 2026 Proxy Statement > Board of Directors	15

Board of Directors

Proposal 1: Election of Directors

Board’s Recommendation

Vote Required

The Clorox Company 2026 Proxy Statement > Board of Directors	16

Our Director Nominees

We invite you to read about our director nominees below. Each of the director nominees has agreed to be named in this proxy statement and to serve as a director, if elected.

We believe that our directors should satisfy a number of qualifications, including demonstrated integrity, a record of personal accomplishments, a commitment to participation in Board activities, and other attributes discussed below in the Director Candidate Evaluation and Nomination section. We also endeavor to have a Board that represents a broad set of perspectives, talents, and life experiences and a range of qualifications, skills, and depth of experience in areas that are relevant to and contribute to the Board’s oversight of the Company’s strategy and business. Each director biography includes the key experiences and qualifications the director nominee brings to the Board that we believe are important to our business and structure and that the Board considered in determining to recommend that they be nominated for election.

Gina Boswell	Age: 63	Independent director since: 2025

Skills and Qualifications

Gina Boswell’s significant executive, operational and international experience in the consumer goods industry enables her to bring valuable insight to a number of key strategic areas, including brand-building, marketing and consumer behavior. She possesses strong financial and accounting experience gained from her numerous executive roles, including chief executive officer of a publicly traded company. Ms. Boswell also provides important perspective as a seasoned public company director, especially with respect to governance and risk oversight.

Experience Highlights

Bath & Body Works, Inc., a personal care and home fragrance retail company

Unilever plc, a global food, personal care, and household products company

Alberto-Culver Company, a consumer goods company

Ms. Boswell has also held senior leadership positions with other leading global companies, including Avon Products Inc., Ford Motor Company, and The Estée Lauder Companies Inc.

⁽¹⁾ Ms. Boswell has been appointed to the MDCC effective November 18, 2026.

The Clorox Company 2026 Proxy Statement > Board of Directors	17

Stephen B. Bratspies	Age: 59	Independent director since: 2024

Skills and Qualifications

Stephen Bratspies brings strong executive leadership experience, including as chief executive officer of a publicly traded company, as well as considerable operational, merchandising and marketing expertise. His significant customer/retail and consumer packaged goods industry experience enables him to provide valuable perspective on the Company’s strategy, business and growth.

Experience Highlights

Hanesbrands Inc., a global apparel company

Walmart, Inc., a global retail company

Specialty Brands, a frozen foods company

PepsiCo, Inc., a global food and beverage company

⁽¹⁾ Mr. Bratspies has been appointed to the MDCC effective November 18, 2026.

Pierre R. Breber	Age: 62	Independent director since: 2024

Skills and Qualifications

Pierre Breber’s extensive financial and accounting experience, including as chief financial officer of a large-cap publicly traded company, combined with his executive leadership and operational roles, contribute to his comprehensive management and operational expertise. He also has broad experience in strategic transformation and growth initiatives which support the Company’s strategic objectives.

Experience Highlights

Chevron Corporation, a multinational energy company specializing in oil and gas

- Responsible for audit, controllership, investor relations, procurement, tax and treasury activities globally

The Clorox Company 2026 Proxy Statement > Board of Directors	18

Julia Denman	Age: 55	Independent director since: 2022

Skills and Qualifications

Julia Denman’s operational and risk management leadership at a global technology company, as well as her experience in executing transformation strategies enable her to provide valuable perspective on the Company’s growth strategy and capital allocation framework, as well as important contributions to the Board’s oversight of risk and compliance, including with respect to technology and cybersecurity. She also brings notable financial and accounting expertise, having served as divisional finance director of a publicly traded company, as well as highly relevant knowledge of the consumer packaged goods industry.

Experience Highlights

Microsoft Corporation, a global technology company

The Procter & Gamble Company, a global consumer goods company

Esther Lee	Age: 67	Independent director since: 2013

Skills and Qualifications

Esther Lee brings to the Company significant executive and marketing expertise. Her marketing expertise has been focused on developing customer strategies to drive growth, customer-centric innovation and business transformation, and consumer engagement programs including branding, digital marketing and customer experience design. As a senior executive, she has helped define and drive company purpose, strategy, operating models and corporate culture, and build high-performing teams. Ms. Lee’s executive leadership and marketing experience enable her to provide valuable contributions to the Company’s business strategies.

Experience Highlights

MetLife Inc., an insurance, annuities and employee benefits company

AT&T Corporation, a global telecommunications company

Euro RSCG Worldwide, a French advertising agency

The Coca-Cola Company, a global beverage company

Earlier in her career, Ms. Lee worked in several leadership positions in the advertising industry, including as co-founder of DiNoto Lee, where she worked with several consumer packaged goods companies, including Procter & Gamble, Unilever and Nestle.

The Clorox Company 2026 Proxy Statement > Board of Directors	19

Stephanie Plaines	Age: 59	Independent director since: 2022

Skills and Qualifications

Stephanie Plaines brings extensive financial and accounting expertise gained from over 30 years of financial experience, including as chief financial officer of a publicly traded company. Her executive leadership experience across a wide variety of consumer, e-commerce and financial services companies also enables her to contribute unique insights to Clorox on strategy and growth. She also has experience with transformation agendas and leveraging consumer and data insights to drive growth, which provides valuable perspective for the Company’s brand-building, marketing and digital transformation efforts.

Experience Highlights

JCPenney (Penney OpCo LLC), a department store chain

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

Starbucks Corporation, a global chain of coffee houses

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

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

Catalina Marketing, a media company

PepsiCo, Inc., a global beverage company

Ms. Plaines started her career in investment banking and mergers and acquisitions at UBS.

Linda Rendle	Age: 48	Director since: 2020

Skills and Qualifications

Linda Rendle’s long tenure at the Company and deep understanding of the consumer packaged goods industry, the Company’s businesses and her instrumental role in developing the Company’s IGNITE strategy enable her to provide valuable contributions with respect to strategy, growth and long-range plans. Additionally, her tenure and leadership across many of the Company’s business units provides her with a diverse perspective on global sales, product innovation and business strategy.

Experience Highlights

The Clorox Company

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

The Clorox Company 2026 Proxy Statement > Board of Directors	20

Matthew J. Shattock	Age: 64	Independent director since: 2018

Skills and Qualifications

Matthew Shattock brings significant operational and executive leadership experience in the consumer packaged goods industry to the Board. His current and prior leadership roles, including overseeing the successful growth, integration and strategic transformation of a global spirits company as chief executive officer, and experience in portfolio management enable him to provide valuable insights to the Company’s business and long-term strategy. Mr. Shattock has a strong track record of driving growth through innovation, brand communication and operational excellence.

Experience Highlights

Beam Suntory Inc., a global premium spirits company

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

Cadbury plc, an international confectionary manufacturer

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

Russell J. Weiner	Age: 58	Independent director since: 2017

Skills and Qualifications

Russell Weiner’s executive leadership experience in the food and consumer packaged goods industries enables him to contribute his extensive knowledge of brand building, marketing, operations and consumer insights. His experience in digital innovation allows him to offer valuable contributions to the Company as it transforms data into insights to build personalized brands and enhance consumer shopping experiences.

Experience Highlights

Domino’s Pizza, Inc., a restaurant chain

PepsiCo, Inc., a global beverage company

The Clorox Company 2026 Proxy Statement > Board of Directors	21

Christopher J. Williams	Age: 68	Independent director since: 2015

Skills and Qualifications

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

Experience Highlights

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

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

Jefferies & Company, an investment bank

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

The Clorox Company 2026 Proxy Statement > Board of Directors	22

Director Candidate Evaluation and Nomination

The NGCRC engages in continuous Board succession planning and evaluation of Board composition, working closely with the full Board in determining the skills, experiences, and characteristics desired for the Board as a whole and for its individual members, and also screening and recommending candidates for nomination by the full Board. The Board views refreshment as an ongoing process and regularly evaluates its composition in the context of the Company’s strategy, operating environment and long-term priorities.

While the Board has not established any specific minimum qualifications that a potential nominee must possess, director candidates, including incumbent directors, are assessed based on criteria established by the NGCRC in light of the Company’s long-term strategy, the skills and experience currently represented on the Board, legislative and regulatory developments, corporate governance trends, and any specific needs identified in the NGCRC’s evaluation of Board composition, among other considerations. The NGCRC is responsible for identifying and recommending individuals to the Board for consideration as director nominees for election at the Company’s annual meeting of shareholders. The NGCRC uses a variety of methods for identifying director candidates, which may come to the committee’s attention through management, current directors, shareholders and other sources, including an external search firm.

Criteria include:
	Broad-based leadership and relevant business skills and experiences			Ability to devote sufficient time to the Company’s affairs
	Prominence and reputation in their professions			Personal integrity and judgment
	Global business perspective			Varied disciplines, backgrounds and experiences
	Ability to effectively represent the long-term interests of our shareholders

The Board takes a thoughtful and robust approach to refreshment, seeking to balance experience and continuity with fresh perspectives. The Board believes that maintaining Board continuity is important and recognizes the value of longer-tenured directors – who have institutional memory and have worked with different CEOs and management teams – along with middle-tenured directors and newer directors. Since 2022, the Board has added five new independent directors and thoughtfully managed director retirements and committee succession to support an effective balance of continuity and renewal. These additions reflect a deliberate effort to evolve the Board alongside the Company’s strategic priorities and changing business environment. The Board has enhanced its collective expertise through the addition of directors with experience across areas including consumer products, digital and technology, finance, operations and public company leadership.

The NGCRC is focused on achieving an optimal mix of director experience, perspectives and tenure when evaluating potential director candidates and current directors for nomination. As part of the renomination process, the NGCRC carefully considers the ability of incumbent directors to continue to contribute to the Board and the Company’s evolving needs. The Board also considers significant developments affecting the Company, its business, the environment in which it operates, and its evolving strategic priorities and leadership needs. For example, the CEO transition and the Company’s ongoing portfolio evolution are important considerations, and the Board is actively focused on ensuring it has the right expertise, skills and experience to oversee the next phase of the Company’s strategy.

In addition, the Company’s Corporate Governance Guidelines (Governance Guidelines) require that non-management directors whose personal circumstances change in a way that affects their ability to contribute to the Company, including a change in their principal position, primary job responsibilities, or situation, offer their resignation for the Board’s consideration. This requirement helps ensure that current directors remain qualified and have the capacity to perform their duties as a director.

As highlighted in our Governance Guidelines, the Board believes deliberations and decision-making are strengthened by having a broad set of skills, professional experience, perspectives, talents and life experiences in the boardroom. It actively seeks refreshment of the Board with directors with different experiences who can add unique value through skills relevant to our IGNITE strategy. The Board’s objective is to maintain a composition that provides effective oversight, relevant experience and accountability to support long-term shareholder value creation.

The Clorox Company 2026 Proxy Statement > Board of Directors	23

Shareholder Recommendations and Nominations of Director Candidates

The Company’s Bylaws permit a shareholder or group of up to 20 shareholders who have owned at least 3% of the outstanding shares of the Company’s common stock for at least three years to submit director nominees (up to 20% of the Board) for inclusion in the Company’s proxy statement and form of proxy used in connection with the Annual Meeting. Notice of the nomination must be timely, and the shareholder and the nominee must satisfy the requirements specified in the Bylaws. Shareholders who wish to nominate directors for inclusion in the Company’s proxy materials or directly at an annual meeting of shareholders in accordance with the procedures in our Bylaws should follow the instructions under the Shareholder Proposals and Director Nominations for the 2027 Annual Meeting section on pg 85. The NGCRC evaluates all candidates for the Board in the same manner, including those recommended by shareholders.

Director Skills & Experience  

The following matrix highlights certain notable attributes and experiences of each director nominee, identified by the NGCRC as important in maintaining a well-rounded Board that is aligned with the needs of the Company’s IGNITE strategy and its FIRE strategic choices: (1) Fuel growth, (2) Innovate experiences, (3) Reimagine work, and (4) Evolve portfolio. Read more about the FIRE strategic choices in the Our Company section of this proxy statement. Each director skill is also linked to the FIRE strategic choice it supports, as well as the key Board responsibility of risk oversight. This alignment provides the Board with the depth and breadth of skills necessary to effectively oversee the Company’s strategy, as well as risk management.

This high-level summary is not intended to be an exhaustive list of each director nominee’s contributions to the Board.

		Please see additional information on each director’s qualifications in our director biographies in the Our Director Nominees section of this proxy statement.

Boswell

Bratspies

Breber

Denman

Lee

Plaines

Rendle

Shattock

Weiner

Williams

TOTAL

Brand-Building/Marketing

FIE

9

Retail/Customer

FIE

9

Product/Supply Chain

FE

8

Innovation/Digital/Tech

FIRE

8

Operational

FR

8

Sustainability Experience

FIRE

9

Cybersecurity

O

6

Risk Oversight

O

9

Financial/Accounting

O

8

CPG/Relevant Industry

FIE

9

Strategic Transformation/M&A

FE

10

Human Capital/Culture

R

8

Regulatory

IEO

4

International

FE

10

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	BRAND-BUILDING/MARKETING Contributes perspectives on growing organic sales and market share, building brand awareness and marketing to consumers in an ever-changing digital landscape		RISK OVERSIGHT Supports the Board in oversight of the various risks facing the Company, including mechanisms to mitigate and manage those risks
	RETAIL/CUSTOMER Provides insight on consumer and industry trends and customer engagement to support growth, innovation and expansion		FINANCIAL/ACCOUNTING Supports the Board’s ability to oversee the Company’s financial reporting, internal controls and compliance, and provides insight into complex transactions
	PRODUCT/SUPPLY CHAIN Provides strategic insights into product development and cost-effective manufacturing to satisfy consumer demand and preferences and drive organic sales		CPG/RELEVANT INDUSTRY Provides market and industry insights through knowledge of and experience in the CPG or complementary industry to support advancement of all aspects of our IGNITE strategy
	INNOVATION/DIGITAL/TECH Brings knowledge of emerging technologies and evolving industry dynamics and forces (including digital, e-commerce, and artificial intelligence) to support delivering our strategic goal of innovating products and consumer experiences		STRATEGIC TRANSFORMATION/M&A Provides perspective on the Company’s strategic transformation initiatives, including digital transformation, new operating model, and M&A
	OPERATIONAL Contributes strategic, operational and market insights that are critical to all aspects of the IGNITE strategy		HUMAN CAPITAL/CULTURE Provides valuable perspective in talent acquisition, development and retention and fostering a corporate culture that helps to drive our IGNITE strategy
	SUSTAINABILITY EXPERIENCE Provides insights and perspective in executing toward our sustainability goals as an integrated part of our IGNITE strategy		REGULATORY Provides insight into navigating regulatory environments both in the U.S. and globally
	CYBERSECURITY Supports effective oversight of our cybersecurity risk management		INTERNATIONAL Supports key strategic decision-making and maximizing growth opportunities in our international markets

Director Continuing Education and New Director Orientation

To enhance the Board’s effective oversight of the Company’s business, strategy and key risks, we provide our directors with continuing education opportunities designed to enhance and refresh the skills, knowledge and experience relevant to their Board service. These opportunities include presentations and briefings from both internal leaders and external subject matter experts on topics relevant to the Company’s industry, operating environment and governance responsibilities.

Additionally, we encourage our directors to participate in external continuing director education programs, conferences and other professional development opportunities, with funding provided by the Company. These programs help directors remain current on evolving governance practices, regulatory developments, emerging risks and other matters relevant to their oversight responsibilities. New directors also participate in comprehensive orientation sessions that provide them with a thorough understanding of their fiduciary duties, the Company’s business, strategy, operations and governance framework, enabling them to effectively contribute to the Board at the outset of their service.

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Board Leadership Structure

Board determination of leadership structure. The Company’s Governance Guidelines give the Board the flexibility to determine the Board leadership structure that best serves the Company and its shareholders. This flexibility enables the Board to adapt to the Company’s current circumstances and anticipated needs, as well as market practices and investor feedback, among other things. Over the years, the Board has had a variety of leadership structures in response to these factors.

Current Board leadership structure. The current Board leadership structure is comprised of a combined Board chair and CEO, a strong lead independent director, and independent Board committee chairs. The chair and CEO and lead independent director each have defined responsibilities, as outlined further below. The Board believes that this arrangement is currently in the best interests of the Company and its shareholders.

Chair and CEO	Lead Independent Director	Independent Committee Chairs
Linda Rendle	Matthew J. Shattock	Esther Lee NGCRC Chair	Pierre R. Breber Audit Committee Chair	Russell J. Weiner MDCC Chair

Combined role of chair and CEO. Linda Rendle has served as chair and CEO, and Matthew Shattock, as lead independent director, since January 2024. In its determination to combine the chair and CEO roles, the Board took into consideration factors including: Ms. Rendle’s knowledge of and experience with the Company; her leadership skills driving strategy in her current role as CEO; and the strong, independent Board providing oversight of risks and strategic direction. The Board believes that the consolidated chair and CEO role creates efficiencies, enhances the Board’s effectiveness in overseeing strategy and risk, and promotes coordinated leadership, which enhances decision-making and execution of the Company’s long-term strategy. As the Board member most closely connected to the business, the CEO is best positioned to identify key business issues that require Board attention and, as Board chair, can efficiently direct the Board’s focus to the most critical matters, while a strong lead independent director provides an effective balance between strong Company leadership and independent oversight of management.

The role of lead independent director. To support effective governance and maintain strong independent Board oversight, the Company’s Governance Guidelines require an independent director to serve as lead independent director while the position of Board chair is held by a management director. Accordingly, Matthew Shattock currently serves as lead independent director after being elected by the independent directors in 2024. Mr. Shattock previously served as Clorox’s independent chair from February 2021 to December 2023 and brings strong board and executive leadership experience to the lead independent director role through his prior experience as a non-executive board chair and a former public company CEO.

To enhance the lead independent director’s ability to maintain robust board oversight and monitor management, the Board also has three independent committee chairs. All three committee chairs bring substantial and relevant experience to their roles that support the committees in fulfilling their oversight responsibilities.

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Responsibilities of the chair and CEO and lead independent director. To foster balance in authority, the Board has carefully structured the role of the lead independent director, taking into account shareholder feedback and strong corporate governance practices and providing clear and robust responsibilities. The responsibilities of each of the chair and CEO and lead independent director are set forth below.

Responsibilities of the chair and CEO	Responsibilities of the lead independent director
Chair • Presides at and may call Board meetings; • Presides at annual meetings of shareholders; and • Works closely with NGCRC chair in connection with the NGCRC’s process to recommend director candidates. CEO • Develops and oversees the Company’s business strategy, culture, day-to-day operations of the Company, and its relationships with stakeholders, with oversight from the Board; • Consults the Board on the Company’s business; • Develops, reviews and approves Board agendas and meeting materials; and • Available for consultation and direct communication with major shareholders, if requested.	• Presides at all executive sessions of independent directors, which take place at each regularly scheduled Board meeting, and at Board meetings in the chair’s absence; • Coordinates and leads the independent directors, and serves as a liaison with the CEO; • May call additional executive sessions of the independent directors; • Reviews and approves meeting agendas and materials; • Works closely with NGCRC chair in connection with the NGCRC’s process to recommend director candidates; • Available for consultation and direct communication with major shareholders, if requested; • Works with the Board on CEO succession planning and chairs the newly formed CEO Search Committee; and • Together with the members of the MDCC and the other independent directors, monitors and evaluates the CEO’s performance.

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Annual Board and Director Evaluation Process

The Board, its committees and each individual director conduct an annual self-assessment of their performance, overseen by the NGCRC, in addition to the Board regularly reviewing its leadership structure.

These evaluations give each director the opportunity to provide feedback on the effectiveness of the Board, its committees and individual directors, with the objective of identifying strengths and opportunities for improvement. This rigorous, multi-step process generates robust comments and discussion among the Board and has led to new and enhanced practices designed to further strengthen Board effectiveness and efficiency. The typical evaluation process is set forth below.

1 Each director considers the Board andcommittee self-evaluation questions. 2 The facilitator (either the NGCRC chair or a third-party facilitator) meets with each director for their candid feedback on Board and committee effectiveness, and to gather their individual self-assessment and any feedback for their peers. 3 The facilitator summarizes the results and any related recommendations. 4 The Board reviews and discusses the findings and any recommendations. 5 Feedback for each director is shared with them individually.

As in past years, in fiscal year 2027, the Board plans to engage a third-party facilitator to conduct the Board, committee and director evaluation process, in line with leading practice and in order to gain additional external perspective and insight on Board culture and individual director performance. The third-party facilitator will be a governance expert with significant experience in leading board effectiveness reviews across a number of public companies. The process will involve one-on-one interviews with the directors and active participation by the NGCRC chair, culminating in feedback to the full Board and each individual director, as well as feedback to management on applicable areas. The Board intends to continue engaging a third-party evaluation facilitator periodically in the future to continue leveraging external perspectives and governance insights.

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Shareholder Engagement

The Board believes that maintaining strong shareholder relationships is essential to the Company’s long-term success. Shareholder engagement is a year-round priority, and we are committed to maintaining an ongoing and constructive dialogue with our investors through a variety of channels and forums. As part of that commitment, we aim to engage annually with shareholders representing at least one-third of our total shares outstanding.

These engagements foster two-way dialogue between our shareholders and the Company and provide an important opportunity for the Board and management to understand our shareholders’ perspectives and emerging interest areas. Insights gained from these discussions help inform and enhance our disclosures, decision-making and commitments. The Board also considers shareholder feedback in its deliberations.

Our engagement over the past year has been particularly active. Following Ms. Rendle’s decision to step down and her request that the Board initiate a CEO search, members of the Board and management proactively engaged with a number of our largest institutional shareholders in July 2026 to discuss and hear their perspectives on the CEO search process, the Board’s oversight of strategic continuity, and the Company’s long-term priorities. Feedback from these meetings, as well as from our broader shareholder engagement efforts throughout the year, is shared with the full Board.

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Other FY26 Communication and Engagement Highlights AUGUST o Q4 and FY earnings o Publication of Form 10-K EPTEMBER o Barclays Global Consumer Staples Conference OCTOBER o Wells Fargo Consumer Conference NOVEMBER o Q1 Earnings o Annual Meeting of Shareholders o Jefferies Consumer Conference DECEMBER o Morgan Stanley Global Consumer and Retail Conference FEBRUARY o Q2 Earnings o CAGNY Investor Conference o DAIWA Investment Conference MARCH o BofA Consumer Retail Conference o Citi Global Consumer and Retail Conference APRIL o Q3 Earnings MAY o RBC Capital Markets Global Consumer & Retail Conference JUNE o Deutsche Bank dbAccess Global Consumer Conference

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Corporate Governance and Board Matters

The Clorox Company Governance Guidelines

The Board has adopted Governance Guidelines that reflect its views and the Company’s policies on significant corporate governance matters, consistent with leading practice. The guidelines provide a framework for the governance of the Company by outlining the responsibilities, qualifications, and operations of the Board and its committees, in addition to other key governance matters. The NGCRC reviews the Governance Guidelines on an annual basis and recommends updates to the Board to align with current corporate governance leading practices and the Company’s needs.

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

Board Risk Oversight

The Board is highly focused on overseeing the Company’s enterprise and strategic risks, including risks related to the Company’s long-term strategy and its execution of significant strategic transactions, such as acquisitions and divestitures, as well as the overall risk management framework to ensure that it is well-designed, effective and consistent with the Company’s corporate strategy. The Board also seeks to ensure that this approach promotes strong corporate governance and sets the right tone for integrity, ethics and culture.

In executing its risk oversight responsibilities, the Board considers the likelihood, magnitude and immediacy of the key risks facing the Company, informed by regular reports from management and by the Company’s Enterprise Risk Management (ERM) assessment process (see Enterprise Risk Management below). The Board may adjust the frequency and manner of its oversight based on the nature of the risks and leverages the judgment and experiences of its directors in evaluating these risks. See the Director Skills & Experience section of this proxy statement for more information on our director nominees’ skill attributes.

As part of its oversight of enterprise and strategic risk, the Board also oversees risks and opportunities relating to emerging technologies, including artificial intelligence, primarily through its oversight of cybersecurity and technology matters and through the Company’s ERM assessment process. The Board receives periodic updates from management and subject matter experts on these and other key risk topics.

Risk Oversight by Board Committees

The Board carries out its risk oversight function at both the full Board level and through its committees. Each committee oversees the risks within its areas of responsibility as detailed below, and regularly reports to the full Board to facilitate comprehensive and coordinated oversight. See Board Committees for additional information on the risk oversight and management responsibilities of each committee.

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Enterprise Risk Management

The Board has overall responsibility for risk oversight and ensuring that the Company designs policies and procedures to properly identify, assess and manage risk. The Company’s ERM Steering Committee consists of a cross-functional team of key executives and senior leaders that oversees the Enterprise Risk Assessment (ERA) key risk identification process, which occurs at least annually.

In fiscal year 2026, we advanced our ERM program, streamlining our ERA process by leveraging prior-year outreach and our ongoing assessment of the evolving external and regulatory environment. Our process included a survey of Company leaders across functions and business units, interviews with senior leaders and a risk prioritization workshop with our executive leadership team, with an increased focus on risk mitigation planning, active monitoring of enterprise risks and strategic project reviews and risk deep dives.

The enhanced ERA process results in our enterprise risk prioritization, which sets out the top risk areas faced by the Company, linked with clear action plans, and separate tracking for external risk drivers that may impact the Company.

The Board is highly engaged with management on the annual refresh of the enterprise risk prioritization. This is supplemented by quarterly Board updates on top enterprise risks and mitigation strategies, as well as regular deep dive risk reviews on key subject areas for the Company, such as product quality, cybersecurity, artificial intelligence and other emerging technologies and technology implementation.

Reporting Protocol and Crisis Management

The Company has a formal governance structure and reporting protocols that require management to notify the Board of certain matters, among others, including:

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

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Oversight of Key Risks

Cybersecurity Risk Management and Preparedness

The Company’s technology risk management team is led by our chief information security and infrastructure officer, who reports to our chief information and data officer. Some key features of our cybersecurity risk management program:

The Board, through the Audit Committee, is responsible for oversight of the Company’s compliance with legal and regulatory requirements relating to data privacy, cybersecurity and IT risks and its framework and guidelines with respect to risk assessment and risk management. In order to fulfill its duties, the Audit Committee receives regular updates from our chief information security and infrastructure officer, chief information and data officer, and chief legal & external affairs officer and corporate secretary on these topics. The Board and Audit Committee include directors with knowledge, skills and experience in data security, privacy, IT governance, and management of cyber risk.

Information security and cybersecurity risks are also reviewed by the full Board as part of the Board’s oversight of enterprise risks. The Board also engages in various activities to stay abreast of the evolving cyber landscape.

Sustainability and Climate

The Board actively oversees sustainability risks and issues, including climate change and environmental sustainability policies, programs, goals and progress. See the Sustainability Governance section below for more information about Board oversight of our sustainability matters and overall sustainability governance structure.

Human Capital Management and Corporate Culture

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

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These updates inform the Board’s oversight of talent strategy, succession planning, leadership development, employee engagement and corporate culture, including its evaluation of management’s ongoing efforts to align the Company’s culture with its values and strategy.

Executive Compensation

The MDCC regularly reviews the Company’s compensation policies and programs to ensure our compensation design offers performance incentives to employees and executives, while mitigating excessive risk-taking. Our executive compensation program contains various provisions to mitigate against excessive risk-taking, including balancing cash and equity compensation, capping payments under incentive plans, using different financial metrics and stock ownership guidelines. Please refer to the Compensation Discussion and Analysis section of this proxy statement for further details on the design of our executive compensation program.

In fiscal year 2024, we amended the clawback policy originally adopted in fiscal year 2021 to comply with new SEC and New York Stock Exchange (NYSE) requirements. The amended policy has two parts: a restatement policy, which was updated as part of this amendment, and a detrimental conduct policy, which remained unchanged. The restatement policy allows for the recapture of compensation on a “no-fault” basis from current and former Section 16 officers if the Company’s financial statements are restated. The detrimental conduct policy allows for the recapture of compensation from executive officers who engage in conduct materially detrimental to the Company. See “Clawback Provisions” in the Compensation Discussion & Analysis section of this proxy statement for more information.

Based on its review and the analysis provided by its independent compensation consultant, Frederic W. Cook & Co., Inc. (FW Cook), the MDCC has determined that the risks arising from the Company’s compensation policies and practices for its employees, including executive officers, are not reasonably likely to have a material adverse effect on the Company.

Sustainability Governance

Clorox’s sustainability governance starts at the top, with robust oversight from the Board and senior leaders. Our sustainability governance structure is designed to embed our sustainability goals within our businesses and support appropriate resource allocation, decision-making authority and accountability, target-setting, performance measurement and the identification and mitigation of sustainability-related risks.

Sustainability governance structure. The Board, through the NGCRC, oversees sustainability matters, including the targets, standards and other metrics used to measure and track sustainability performance and progress. At the management level, the Sustainability Executive Committee, a subset of our Executive Committee that reports to the Board chair and CEO, oversees sustainability progress and provides strategic oversight and direction to the corporate sustainability team and the cross-functional Sustainability Integration Committee. The Sustainability Executive Committee is chaired by our chief legal & external affairs officer and corporate secretary and includes our chief operating officer, our chief administrative officer, our chief growth and strategy officer, our chief supply chain officer and our chief R&D officer. The corporate sustainability team and the Sustainability Integration Committee are led by our chief sustainability officer. In fiscal year 2026, our former Sustainability Steering Team began transitioning to the Sustainability Integration Committee as part of our continuing efforts to further integrate our businesses and key enabling functions into the governance process. The Sustainability Integration Committee is designed to provide a cross-functional forum for relevant functional representatives and subject matter experts to inform the integration of sustainability priorities into our businesses and the measurement and tracking of progress against our goals. Our business units share responsibility for executing those sustainability priorities and advancing our goals.

Sustainability Disclosure Committee. The Sustainability Disclosure Committee, which was formed in 2022, is tasked with oversight of the Company’s sustainability reporting and disclosures, including in its SEC filings, monitoring regulatory changes and sustainability disclosure trends, and evaluating the effectiveness of the Company’s controls and procedures with respect to sustainability disclosures, among other responsibilities. The Sustainability Disclosure Committee meets regularly and includes participants from our legal, internal audit, corporate communications, finance, financial reporting controls and human resources functions, as well as executives who have oversight of sustainability matters.

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Codes of Conduct

The Company has adopted a Code of Conduct that sets forth the ethical and legal standards of behavior and business practices that are required of all our directors, executives and global employees and can be found on the Company’s website at https://www.thecloroxcompany.com/company/codes-of-conduct/, or can be obtained in print by contacting The Clorox Company, c/o Corporate Secretary, 1221 Broadway, Oakland, CA 94612-1888.

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

We also have established a separate Business Partner Code of Conduct outlining our standards and expectations of our direct suppliers and other business partners, including distributors, service providers, consultants, licensees and joint ventures. The Business Partner Code of Conduct can also be found at https://www.thecloroxcompany.com/company/codes-of-conduct/.

Our business partners are expected to acknowledge and uphold the standards outlined in our Business Partner Code of Conduct. To assess alignment with the code, Clorox conducts annual and periodic assessments to identify suppliers that may present elevated social and environmental sustainability risks. Certain suppliers may also be subject to enhanced due diligence measures, including questionnaires and audits, based on risk and other relevant factors.

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Director Independence

Under the Governance Guidelines, a substantial majority of the Board must be independent. In exercising its business judgment and considering all relevant facts and circumstances, the Board determines whether individual Board members meet the independence criteria established by the NYSE and the Governance Guidelines. The Board makes an affirmative determination regarding the independence of each director annually, based upon the recommendation of the NGCRC.

The Board has determined that each of our directors who served during fiscal year 2026, including A.D. David Mackay, and all director nominees are independent under the NYSE listing standards and the independence standards set forth in the Governance Guidelines, except for Linda Rendle, who is an employee of the Company.

The independent directors generally meet in executive session at each regularly scheduled Board meeting without the presence of management directors or employees of the Company to discuss various matters related to the oversight of the Company, the management of the Board’s affairs, and the CEO’s performance. The lead independent director presides over the independent executive sessions.

Related Person Transaction and Conflict of Interest Policies and Procedures

The Company has a written policy regarding Audit Committee review and approval of any Interested Transactions. An “Interested Transaction” is any transaction, arrangement, or relationship or series of similar transactions, arrangements, or relationships (including any debt or guarantee of debt) in which:

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

or improper benefit. In reviewing any Interested Transaction, the Audit Committee will consider whether the Interested Transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the Related Person’s interest in the transaction. Clorox’s policy on Interested Transactions requires the Company to review all transactions with Related Persons, regardless of materiality of the Related Person’s interest. From time to time, we enter into arm’s length transactions in the ordinary course of our business with organizations that are affiliated with Related Persons. We do not believe that any Related Persons had a direct or indirect material interest in any such transactions.

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

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Board Meeting Attendance

The Board held eleven meetings during fiscal year 2026. All incumbent directors attended at least 75% of the meetings of the Board and committees of which they were members during fiscal year 2026. All members of the Board are expected to attend the Annual Meeting. All directors serving at the time of the Company’s 2025 Annual Meeting of Shareholders attended.

Board Committees

The Board has established three standing committees: the Audit Committee, the NGCRC, and the MDCC. Each of these committees consists only of independent, non-management directors. Directors serving on the Audit Committee and the MDCC must meet additional independence and qualification requirements under the NYSE listing standards.

The charters for these committees are available in the Corporate Governance section of the Company’s website at thecloroxcompany. com/company/corporate-governance/committee-charters, or in print by contacting The Clorox Company, c/o Corporate Secretary, 1221 Broadway, Oakland, CA 94612-1888.

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⁽¹⁾ Spencer C. Fleischer served on the MDCC during fiscal year 2026 and retired from the Board in November 2025.

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Director Compensation

Only our non-employee directors receive compensation for their service as directors in the form of:

As part of its oversight of non-employee director compensation, the MDCC reviews the form and amount of compensation of non-employee directors at least annually to validate that the Company’s non-employee directors are compensated appropriately relative to peer companies. During fiscal year 2026, the MDCC worked with FW Cook for data analysis, guidance and recommendations regarding compensation levels as compared to our compensation peer group as defined in the Compensation Discussion and Analysis section of this proxy statement, as well as trends and recent developments in the area of non-employee director compensation. Clorox generally aims to compensate non-employee directors at or near the median of the compensation peer group.

The following table sets forth information regarding compensation for each of the Company’s non-employee directors during fiscal year 2026.

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Cash Compensation

Directors receive cash compensation, which consists of:

The following table lists the various annual retainers paid for Board service and service in the positions set forth below during fiscal year 2026.

Directors who serve as a Board member, independent chair, lead independent director, or committee chair for less than the full fiscal year receive pro-rated retainer amounts based on the number of days they served in such position during the fiscal year. In addition to the retainer amounts, each non-employee director is entitled to receive a fee of $2,500 per day for any special assignment requested by the Board. No special assignment fees were paid in fiscal year 2026.

Payment Elections. Under the Company’s Independent Directors’ Deferred Compensation Plan, a director may annually elect to receive all or a portion of their cash compensation in the form of cash, common stock, deferred cash, or DSUs.

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

Elective Deferral Program: Deferred Cash. For directors who elect deferred cash, the amount deferred is credited to an unfunded cash account that is credited with interest at an annual interest rate equal to Wells Fargo Bank, N.A.’s prime lending rate in effect on January 1 of each year. Upon termination of service as a director, the amounts credited to the director’s deferred cash account are paid out in five annual cash installments or in one lump-sum cash payment, as elected by the director.

Elective Deferral Program: Deferred Stock Units. For directors who elect DSUs, the amount deferred is credited to an unfunded account in the form of units equivalent to the fair market value of the common stock on the last trading day of the quarter for which the fees were earned. When dividends are declared, additional DSUs are allocated to the director’s DSU account in amounts equivalent to the dollar amount of common stock dividends paid by the Company divided by the fair market value of the common stock on the date the dividends are paid. Upon termination of service as a director, the amounts credited to the DSU account, which include any elective deferrals and the annual DSU grants described above, are paid out in shares of common stock in five annual installments or in one lump sum, as elected by the director. DSUs may only be settled in shares of common stock.

Equity Compensation

Each non-employee director receives a majority of their annual compensation in the form of DSUs. DSUs are shares of the Company’s common stock that the director receives only upon terminating their service with the Company. Each non-employee director receives an annual grant of DSUs, the value of which was increased from $165,000 to $170,000 effective October 1, 2025. The aggregate value of the DSU award amount earned by a non-employee director serving for the full fiscal year 2026 was $168,750. Awards are made as of the last business day in the calendar year and represent payment for services provided during such calendar year.

The Company believes that the use of DSUs provides a stronger alignment between directors and the Company’s shareholders compared to outright stock ownership since directors have no ability to sell the DSUs while they remain on the Board.

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

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Fiscal Year 2027 Compensation Changes

As discussed above, the MDCC reviews the form and amount of compensation of non-employee directors at least once a year to validate that the Company’s non-employee directors are being compensated appropriately relative to peer companies. The MDCC again reviewed non-employee director compensation in September 2026. As part of its review, the MDCC considered the data provided by FW Cook as well as its guidance and recommendations regarding compensation levels relative to our compensation peer group as well as trends and recent developments in the area of non-employee director compensation. After taking all of this information into account, the MDCC recommended, and the Board agreed, not to increase director compensation or make any other changes to the director compensation program.

Stock Ownership Philosophy and Guidelines for Directors

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

Furthermore, as directors must hold the DSUs until termination of their service on the Board, they have aligned interests and appropriate incentives to promote long-term value for shareholders during their service as a director. As of August 31, 2026, each non-employee director was in compliance with, or was on track to meet (based on current Clorox stock trading prices), the guidelines, and in fact, the majority of our directors held common stock or DSUs with value far in excess of this amount.

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Stock Ownership Information

Beneficial Ownership of Voting Securities

The following table shows the holdings of common stock (as of August 31, 2026, except as indicated below) by (i) any entity or person known to the Company to be the beneficial owner of more than 5% of the outstanding shares of common stock, (ii) the NEOs named in the Summary Compensation Table and the directors, and (iii) all directors, director nominees and executive officers of the Company as a group.

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

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

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The Clorox Company 2026 Proxy Statement > Executive Compensation	43

Executive Compensation

Proposal 2: Advisory Vote to Approve Executive Compensation

Board’s Recommendation

Vote Required

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Compensation Discussion and Analysis

Introduction

This Compensation Discussion and Analysis (CD&A) describes our executive compensation philosophy and program, the compensation decisions made under this program, and the specific factors we considered in making those decisions. This CD&A focuses on the compensation of our NEOs for fiscal year 2026, who were:

Linda Rendle Chair and Chief Executive Officer	Luc Bellet Executive Vice President and Chief Financial Officer	Chris Hyder Executive Vice President and Chief Operating Officer(1)	Kirsten Marriner Executive Vice President and Chief Administrative Officer	Angela Hilt Executive Vice President and Chief Legal & External Affairs Officer and Corporate Secretary

Table of Contents

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Executive Summary

Overview

About Us

Clorox is a leading multinational manufacturer and marketer of consumer and professional products with fiscal year 2026 net sales of $6.7 billion and about 9,200 employees worldwide as of June 30, 2026. We have operations in approximately 25 countries or territories and sell our products in approximately 95 markets, primarily through mass retailers; grocery outlets; warehouse clubs; dollar stores; home hardware centers; drug, pet and military stores; distributors; and increasingly through third-party and owned e-commerce channels. Clorox markets some

of the most trusted and recognized consumer brand names, including Clorox cleaning and disinfecting products; Pine-Sol cleaner; Liquid-Plumr clog removers; Poett home care products; Glad bags and wraps; Fresh Step cat litter; Kingsford grilling products; Hidden Valley dressings, dips, seasonings and sauces; Brita water-filtration products; Burt’s Bees natural personal care products; and Purell skin hygiene products. We also market industry-leading products and technologies for professional customers, including those sold under the Purell, CloroxPro, and

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Clorox Healthcare brand names. Over 80% of the Company’s sales are generated from brands that hold the No. 1 or No. 2 market share positions in their categories.

We completed the acquisition of GOJO in April 2026, expanding our product portfolio to include the Purell brand and GOJO’s health and hygiene solutions. Clorox acquired all the issued and outstanding membership interests of GOJO, which now operates as Clorox Purell ProCare and is based in northeast Ohio. The acquisition reflects Clorox’s strategy to strengthen our health and hygiene platform and expands our presence in business-to-business (B2B) channels, including healthcare and other institutional markets, through an established distribution network

and a large installed base of dispensing systems that drive recurring demand.

Our ongoing IGNITE strategy guides how we drive profitable category growth, deliver superior consumer experiences, and create long-term shareholder value. IGNITE focuses on four strategic choices aimed at fueling long-term, profitable growth; innovating consumer experiences; reimagining how we and our people work; and continuously evolving our product portfolio. In addition, IGNITE’s integrated approach to sustainability supports long-term value creation for the Company and its stakeholders. See the Our Company section earlier in this proxy statement on pg 13 for more information about IGNITE.

Fiscal Year 2026 Business Highlights

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Fiscal Year 2026 Results Reflect ERP-Related Timing Effects

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Our Executive Compensation Program

Executive Compensation Philosophy

A core principle of our compensation philosophy is to align pay with performance. We do so by delivering the majority of executive officer pay through “at-risk” incentive awards that help ensure realized pay is tied to attainment of critical operational goals and sustainable growth in shareholder value. This approach is designed to accomplish the following:

Objective		How we achieve this
	Pay for Performance	We reward performance that drives achievement of Clorox’s short- and long-term goals and, ultimately, shareholder value.
	Align Management and Shareholder Interests	We provide long-term, stock-based incentives and encourage a culture of ownership with stock retention guidelines. We reward executive officers for sustained performance as measured by operating results and shareholder value creation.
	Attract, Retain, and Motivate Talented Executives	We maintain pay targets and program designs that are competitive versus external market practices and allow Clorox to be a magnet for high-performing executives.
	Address Risk-Management Considerations	We motivate our executive officers to create long-term shareholder value and discourage behavior that could lead to unnecessary or excessive risk-taking by providing a balance of fixed and at-risk pay, with short- and long-term performance horizons, using a variety of metrics tied to key drivers of sustainable value creation.
	Support Financial Efficiency	We ensure that cash- and stock-based incentive payouts are appropriately driven by performance and design awards to minimize unnecessary accounting charges.

How We Make Compensation Decisions

Roles and Responsibilities in Setting Executive Compensation
	Management Development and Compensation Committee	The MDCC regularly reviews the design and implementation of our executive compensation program and reports on its discussions and actions to the Board. The MDCC oversees our executive compensation program; approves the performance goals and strategic objectives for our CEO and evaluates results against those targets each year; determines and approves the compensation of our CEO (after consulting with the other independent members of the Board), our other NEOs, the non-NEO members of the Clorox Executive Committee (CEC), and any other executive officers covered by Section 16 of the Exchange Act; and approves the structure of our annual cash- and stock-based incentive plans. The MDCC makes its determinations about executive officer compensation based on a variety of factors, including Clorox’s performance, individual executive officers’ performance, peer group data, and recommendations from its independent compensation consultant and management. The MDCC evaluates individual performance holistically, based on each executive officer’s strategic, financial, operational, sustainability, and leadership contributions, the individual’s skill set relative to industry peers, overall experience and time in the position, retention risk and difficulty of replacement, expected future contributions, readiness for promotion to a higher level, the criticality of the individual’s role, and scope relative to that of other executive officers. In determining the compensation package for each of our NEOs other than our CEO, the MDCC receives input and recommendations from our CEO and our chief administrative officer. Executive officers do not have a role in the determination of their own compensation. The MDCC may delegate its duties and responsibilities to subcommittees or Clorox employees, as appropriate and consistent with applicable law, with any actions taken pursuant to such delegated authority reported to the MDCC at its next scheduled meeting.

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	Board of Directors	The independent members of the Board undertake a thorough process to review our CEO’s annual performance, with each independent director providing candid feedback and observations. The Board considers a variety of substantive factors it has identified as being most important for effective CEO performance. For fiscal year 2026, the areas of focus were accelerating profitable growth, delivering structural margin expansion, unlocking value from our transformation, achieving financial results, and providing strong leadership. The full Board discusses the evaluations of our CEO’s performance against these factors and then provides its input on CEO compensation to the MDCC. The MDCC, after evaluating input from the Board and its independent compensation consultant, makes a final determination on our CEO’s compensation. The Board’s feedback and observations are shared in aggregate with our CEO. Our CEO does not have a role in her own compensation determination other than participating in a discussion with the Board regarding her performance relative to specific targets and strategic objectives set at the beginning of the fiscal year, which the Board considers in both its compensation determination and when setting performance targets for the upcoming fiscal year.
	Independent Compensation Consultant	The MDCC retains the services of an independent compensation consulting firm to assist in the performance of its duties. During fiscal year 2026, the MDCC used the services of FW Cook. At the direction of the MDCC, FW Cook provided data analysis, guidance, and recommendations on the following topics: compensation levels relative to our peers, market trends in incentive plan design, setting performance goals and definitions of performance metrics in our incentive plans, risk and reward structure of executive compensation plans, addressing technical issues related to compensation matters, preparing compensation disclosures, and other policies and practices, including the policies and views of third-party proxy advisory firms. FW Cook has provided the MDCC with appropriate assurances and confirmation of its independent status in accordance with the MDCC’s charter and other considerations, including factors specified in NYSE listing standards. The MDCC believes FW Cook has been independent throughout its service to the MDCC, and there is no conflict of interest between FW Cook or individuals at FW Cook and the MDCC, Clorox’s executive officers, or Clorox. FW Cook does not work for Clorox apart from its services to the MDCC.
	Chief Executive Officer	Our CEO makes compensation recommendations to the MDCC for all executive officers other than herself. In making these recommendations, our CEO evaluates the performance of the executive officers and considers their responsibilities as well as the compensation analysis provided by the independent compensation consultant.
	Other Members of Management	Senior human resources management provides analyses regarding competitive practices and pay ranges, compensation programs, stock awards, and benefit plans (including perquisites). Senior human resources, legal, and finance executives attend non-executive sessions of the MDCC meetings to provide additional perspective and expertise, as appropriate based on the topics discussed at any given meeting.

Say-on-Pay Vote and Shareholder Engagement

At our 2025 Annual Meeting of Shareholders, we asked our shareholders to approve, on an advisory basis, the fiscal year 2025 compensation awarded to our NEOs, commonly referred to as a “say-on-pay” vote. Our shareholders overwhelmingly approved the compensation to our NEOs, with approximately 91% of votes cast in favor of our proposal, signaling their support of our compensation program. We continued our general approach to compensation for fiscal year 2026, specifically our pay-for-performance philosophy and our efforts to attract, retain, and motivate our NEOs. We value the opinions of our shareholders and will continue to consider the results from advisory votes on executive compensation, as well as feedback received from our shareholders throughout the year, when making compensation decisions for our NEOs.

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Use of Market Data

The MDCC uses a peer group of consumer products companies (the compensation peer group) to help determine competitive compensation rates for our executive officers, including the NEOs. The compensation peer group was selected by the MDCC, with input from FW Cook, and is used to evaluate levels of executive compensation and compensation practices within the consumer products industry.

The MDCC reviews the compensation peer group annually and adjusts it as needed to ensure the companies included continue to meet relevant criteria. To determine the compensation peer group for each year, the MDCC considers companies: Holding leadership positions in branded consumer products. Of reasonably similar size based on market capitalization and revenue. Competing with Clorox for executive talent. Having executive positions similar in breadth, complexity, and scope of responsibility to those of Clorox. For fiscal year 2026, the compensation peer group comprised the following 17 companies: Campbell Soup Company CPB Church & Dwight Co., Inc. CHD Colgate-Palmolive Company CL Conagra Brands, Inc. CAG Edgewell Personal Care Company EPC The Estée Lauder Companies Inc. EL General Mills, Inc. GIS The Hershey Company HSY Hormel Foods Corporation HRL The J.M. Smucker Company SJM Kellanova K Keurig Dr Pepper Inc. KDP McCormick & Company, Inc. MKC Newell Brands Inc. NWL Post Holdings, Inc. POST Reynolds Consumer Products Inc. REYN S.C. Johnson & Son Inc. (private)

At the time of our regular compensation peer group review in May 2025, Clorox was at the 48th percentile for market capitalization and 23rd percentile for revenue compared with the compensation peer group in effect for compensation analyses occurring in fiscal year 2026. The MDCC reviews the compensation peer group annually and considers changes in our position versus the overall group based on market capitalization, revenue, and other factors.

Management engaged Aon to obtain and aggregate compensation data for the compensation peer group and this data was used to advise the MDCC on setting target compensation for our NEOs for fiscal year 2026. At the direction of the MDCC, FW Cook also performed an independent analysis of the compensation peer group data to advise the MDCC. Although each individual component of executive compensation is reviewed, our overall goal is to target total direct compensation competitively relative to the median of the compensation peer group. Other factors, such as an executive officer’s level of experience or scope of role, may result in target total direct compensation for individual NEOs being set higher or lower within a competitive range.

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Executive Compensation Governance

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

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

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

Stock Award Granting Practices. Clorox typically grants LTI awards each September at a regularly scheduled MDCC meeting. The meeting date, or a later date as determined by the MDCC at the September meeting, is the effective grant date for the awards and the grant price (or exercise price, if applicable) is equal to the closing price of Clorox common stock on the grant date.

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

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Executive Stock Ownership Guidelines. To align the interests of our executive officers and our shareholders, all executive officers are expected to build and maintain a significant level of direct stock ownership. Ownership levels may be achieved in a variety of ways, such as by retaining stock received upon the exercise of stock options or the vesting of stock awards or by purchasing stock on the open market. At minimum, executive officers are expected to establish and maintain direct ownership of common stock having a value equal to a multiple of each executive officer’s annual base salary: six times base salary for the CEO and three times base salary for NEOs and non-NEO members of the CEC. The following table reflects the guidelines and our active NEOs’ ownership status, as of August 31, 2026:

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

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

Securities Trading Policy and Prohibition on Hedging and Pledging. Our Insider Trading Policy does not permit any director, officer, employee, or consultant of Clorox to (1) trade in the stock or other securities of any company (including Clorox) when aware of material nonpublic information about such company gained through their work at Clorox, or (2) engage in tipping or short-term, speculative, or derivative transactions involving Clorox stock. This policy prohibits for all covered parties options trading and hedging and cautions against pledging Clorox stock as collateral; directors and executive officers are prohibited from pledging Clorox stock and from holding Clorox stock in a margin account.

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

The following transactions are expressly prohibited by this policy:

Trading Clorox securities by directors, executive officers, and certain other designated employees and contractors who are deemed to be insiders is permitted only during announced trading periods or in accordance with a previously established trading plan meeting SEC requirements and approved by the chief legal officer. At all times, including during announced trading periods, directors, executive officers, and Grade 32 and above vice presidents are required to obtain preclearance from our chief legal officer prior to executing any transactions in Clorox securities, unless those sales occur in accordance with a previously established trading plan as described above.

Clawback Provisions. Effective October 2, 2023, the MDCC approved an amendment to our February 2021 Clawback Policy related to incentive compensation granted, promised, or paid to certain current and former executive officers (and others as the MDCC may determine) on or after the effective date. The amended and restated Clawback Policy complies with the listing standards adopted by the NYSE implementing the SEC’s Exchange Act Rule 10D-1 and is comprised of two parts, a Restatement Policy, which was modified by the amendment to the Clawback Policy, and a Detrimental Conduct Policy, which was not modified by the amendment to the Clawback Policy.

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In addition, certain of our existing compensation plans and agreements, including the Annual Incentive Plan (AIP) and our LTI program award agreements, contain a provision providing for clawback of incentive compensation following a restatement of Clorox financial statements if the covered individual’s fraud or intentional misconduct was a significant contributing factor to the restatement.

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

Equity Grant Policy. It is the MDCC’s practice to approve ordinary course annual stock awards for the current fiscal year at its regularly scheduled meeting held in September of each year. At this meeting, the MDCC approves each NEO’s annual stock award, including any portion that may be granted as stock options. The MDCC believes maintaining a consistent grant practice, based on a date that is usually set three years in advance, is in the best interests of Clorox, as it solidifies the relationship between pay and performance while reducing the risk that timing of awards may benefit our NEOs.

We do not schedule our stock grants in anticipation of the release of material, non-public information (MNPI), nor do we time the release of MNPI based on grant dates of stock. The MDCC also does not take MNPI into account when determining the timing and terms of granting annual stock awards. In the event MNPI becomes known to the MDCC prior to granting a stock award, the MDCC will take the existence of such information into consideration and use its business judgment to determine whether to delay the grant of stock to avoid any impropriety.

During the last completed fiscal year, we did not award stock options to any of our NEOs.

Executive Compensation Framework

A substantial portion of target total direct compensation for our executive officers is variable, with 91% of target compensation at risk for our CEO and 80% of target compensation at risk on average for our other NEOs. Base salary is the only fixed component of direct compensation.

Component and Rationale	CEO Proportion(1)	NEO(2) Proportion(1)	Performance Measures	Performance Period	Characteristics
Base Salary Fixed pay to attract and retain talent, based on role, level of responsibilities, and individual performance.			• N/A	N/A	Fixed cash
Annual Incentives Variable pay to incent and recognize performance in areas of short-term strategic importance.			• Net sales (50%) • Net earnings (30%) • Gross margin (20%)	One Year	Performance-based cash
Long-Term Incentives Stock-based pay to incent and recognize performance in areas of long-term strategic importance, promote retention and stability, and align executives with shareholders.			• Economic profit (PSUs) • Variation in underlying stock price due to overall business results	Three Years (PSUs)	PSUs and RSUs

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Fiscal Year 2026 Compensation of Our Named Executive Officers

Base Salary

The MDCC generally seeks to establish base salaries competitive with the compensation peer group for our NEOs. Salaries vary in relation to each NEO’s specific role, level of experience, and performance over time. Percentage increases reflect, in part, year-over-year changes in pay for the relevant role(s) among our peers.