Form 8-K

8-K — CLOROX CO /DE/

Accession: 0001206774-26-000586

Filed: 2026-10-29

Period: 2026-10-27

CIK: 0000021076

SIC: 2842 (SPECIALTY CLEANING, POLISHING AND SANITATION PREPARATIONS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — clx4708451-8k.htm (Primary)

EX-99.1 — PRESS RELEASE DATED OCTOBER 29, 2026 OF THE CLOROX COMPANY (clx4708451-ex991.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

October 27, 2026

THE CLOROX COMPANY

(Exact name of registrant as specified in its charter)

Delaware

1-07151

31-0595760

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

1221 Broadway, Oakland, California 94612-1888

(Address of principal executive offices) (Zip code)

(510) 271-7000

(Registrant’s telephone number, including

area code)

Not applicable

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 Under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock - $1.00 par value

CLX

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17

CFR 240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ¨

Item 5.02 Departure of Directors or Certain Officers; Election of

Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 28, 2026, the Board of Directors (the “Board”)

of The Clorox Company (the “Company”), appointed Fabian Garcia to serve as the Chief Executive Officer (“CEO”)

of the Company and a member of the Board, effective as of January 5, 2027 (the “Effective Date”). Linda Rendle will step down

from her role as CEO of the Company and Chair and a member of the Board as of the Effective Date and will serve as a senior advisor to

the Company through April 2, 2027, to assist with transition matters.

As of the Effective Date, Matthew J. Shattock, currently Lead Independent

Director of the Board, will serve as Independent Chair of the Board. In connection with this role, Mr. Shattock will receive an Independent

Chair retainer of $225,000 in addition to the annual director retainer and annual grant of deferred stock units, each paid in line with

our non-employee director compensation practices.

Mr. Garcia, age 66, has served as Business Group President, Personal

Care at Unilever PLC (“Unilever”) since 2022. He joined Unilever as the President of Unilever North America in 2020 and before

that, was the CEO of Revlon, Inc. from 2016 to 2018. Mr. Garcia previously held various positions at the Colgate-Palmolive Company from

2003 to 2016, including Chief Operating Officer, Global Innovation and Growth. Earlier in his career, he held a series of global leadership

roles at Procter & Gamble.

Mr. Garcia currently serves on the Board of Directors of Wells Fargo,

having previously served on the Boards of Directors of Kimberly-Clark and Arrow Electronics.

Mr. Garcia has no familial relationships nor related party transactions

with the Company that would require disclosure under Items 401(d) or 404(a) of Regulation S-K (17 CFR 229.401(d) and 229.404(a)) in connection

with his appointment described above. Mr. Garcia will not receive additional compensation for his service as a director of the Company.

Offer Letter with Mr. Garcia

In connection with Mr. Garcia’s appointment as CEO, the Company

entered into an offer letter, dated October 27, 2026, with Mr. Garcia (the “Offer Letter”).

Pursuant to the Offer Letter, Mr. Garcia will receive an annual base

salary of $100,000 and will be eligible for an annual short-term incentive award with a target annual bonus opportunity of $2,000,000,

settled in shares of Company common stock and prorated for fiscal year 2027 and a long-term incentive award with a target value of $4,550,000,

reflecting a pro-rated long-term incentive award for the current fiscal year and comprised of 60% performance share units, which will

vest following the end of the fiscal 2027–2029 performance period subject to performance, and 40% RSUs, vesting ratably over four

years, in each case, generally subject to continued employment and otherwise subject to the terms of the applicable award agreement. Beginning

in September 2027, Mr. Garcia will be eligible to receive an annual long-term incentive award, with a target annual award value of $9,100,000,

comprised of performance share units, which will vest following the end of the applicable three-fiscal year performance period subject

to performance, and RSUs, vesting ratably over four years, in each case generally subject to continued employment and otherwise subject

to the terms of the applicable award agreement.

In addition, pursuant to the Offer Letter, Mr. Garcia will be entitled

to a one-time sign-on award of restricted stock units (“RSUs”) with a target value of $11,000,000 to compensate Mr. Garcia

for the value of equity incentive awards that he forfeits upon leaving his prior employer, which award will vest ratably over three years,

subject to continued employment, and will vest in full on an involuntary termination without “Cause” or with “Good Reason”

(each as defined in and as set forth in the Clorox Company Third Amended and Restated Executive Change in Control Severance Plan).

Clorox intends to use a peer median salary, as informed by a competitive

study annually presented to the Board’s Management Development and Compensation Committee to establish the salary used for purposes

of all salary-related benefits and perquisites, subject to the terms and limitations of the applicable plans, including in calculations

under the Company’s severance and change in control benefits for senior executives. The median salary will initially be set at $1,250,000

and will be reviewed annually.

Advisory Arrangement with Ms. Rendle

In connection with Ms. Rendle’s transition to a senior advisor,

on January 5, 2027, the Board approved the terms of the arrangement pursuant to which Ms. Rendle will serve the Company in an advisory

capacity as of the Effective Date and through April 2, 2027 (the “Advisory Arrangement” and such period, the “Advisory

Period”). In connection with Ms. Rendle’s transition to an advisory role, her current base salary of $1,350,000 will remain

in effect during the advisory period. Ms. Rendle’s transition will be a “Retirement” pursuant to the terms of her outstanding

long-term incentive awards and such awards will vest in accordance with their original terms. Ms. Rendle will not receive any additional

long-term or incentive equity awards during the advisory period.

The descriptions of the Offer Letter and the Advisory Agreement contained

in this Current Report on Form 8-K purport to be complete and are qualified in their entirety by reference to the Offer Letter and the

Advisory Agreement, respectively, copies of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter

ending December 31, 2026.

Item 7.01 Regulation FD Disclosure.

On October 29, 2026, the Company announced the appointment of Mr. Garcia

to serve as CEO. The full text of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

See the Exhibit Index below.

EXHIBIT INDEX

Exhibit

Description

99.1

Press Release dated October 29, 2026 of The Clorox Company

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE CLOROX COMPANY

Date: October 29, 2026

By:

/s/ Angela Hilt

Angela Hilt

Executive Vice President - Chief Legal and

External Affairs Officer & Corporate Secretary

EX-99.1 — PRESS RELEASE DATED OCTOBER 29, 2026 OF THE CLOROX COMPANY

EX-99.1

Filename: clx4708451-ex991.htm · Sequence: 2

Exhibit 99.1

PRESS

RELEASE

Clorox

Appoints Fabian Garcia as CEO

Matthew

Shattock to Resume Position as Independent Chair

OAKLAND,

Calif., Oct. 29, 2026 — The Clorox Company (NYSE: CLX) today announced that its Board of Directors has appointed Fabian Garcia

as CEO, effective Jan. 5, 2027, following a comprehensive search. Garcia will succeed Linda Rendle, who announced in May that

she would step down for health reasons. Rendle will continue to serve as chair and CEO until Garcia assumes the CEO role.

the time of Garcia’s appointment, he will join the Board of Directors, and Matthew Shattock, the company’s lead independent

director and former Board chair, will become independent chair. On that date, Rendle will step down as CEO and as a director, while continuing

to serve in an advisory capacity through April 2, 2027 to ensure a smooth transition.

“Fabian

is an accomplished global business leader with an exceptional track record of delivering results, building enduring brands and developing

high-performing teams,” said Shattock. “His experience leading large-scale consumer businesses, advancing innovation, successfully

managing complex and evolving customer and channel dynamics, and driving disciplined growth makes him well suited to lead Clorox. The

Board is confident that Fabian has the vision and leadership to build on the strong foundation Linda has established, strengthen execution

and position Clorox for sustainable value creation.”

Shattock

continued, “We are also incredibly grateful for Linda’s leadership through some of the most consequential moments in the

company’s history. She strengthened the business and positioned it for the future. We greatly appreciate her continued support

during this transition.”

Garcia

currently serves as president of Unilever Personal Care and is a member of the Unilever Leadership Executive team, bringing more than

four decades of global consumer products leadership experience. Since joining Unilever in 2020, he has held several senior leadership

roles, including serving as president of Unilever North America. Before joining Unilever, Garcia served as CEO of Revlon and as chief

operating officer for Global Innovation and Growth at Colgate-Palmolive, where he led global growth strategy, consumer innovation and

operational productivity initiatives. Earlier in his career, he held a series of global leadership roles at Procter & Gamble, helping

shape his foundation in brand building, commercial excellence and consumer-focused growth. Garcia currently serves on the Board of Directors

of Wells Fargo, having previously served on the boards of Kimberly-Clark and Arrow Electronics.

“I

am honored to join Clorox and grateful for the Board’s confidence,” said Garcia. “This is a company with an exceptional

portfolio of trusted brands, deep consumer loyalty, a clear purpose and a talented team. While there is more work ahead to strengthen

performance and realize the company’s full potential, I am energized by the opportunity and confident in Clorox’s future.

I look forward to working with the team to build on these strengths, drive growth and create long-term value for all of our stakeholders.”

“It

has been the privilege of my career to lead Clorox and work alongside such talented teammates around the world,” said Rendle. “As

I prepare to hand over leadership of this remarkable company in the coming months, I do so with great confidence. Clorox’s future is

bright, and I look forward to seeing all that the company will accomplish under Fabian’s leadership.”

Clorox

will report its first-quarter fiscal year 2027 earnings results on Monday, Nov. 2, and Rendle and Chief Financial Officer Luc Bellet

will participate in an earnings call with analysts. Links to the webcast, press release and prepared remarks can be found at Clorox Quarterly

Results.

About

The Clorox Company

The

Clorox Company (NYSE: CLX) champions people to be well and thrive every single day. Headquartered in Oakland, California since 1913,

Clorox integrates sustainability into how it does business. Driven by consumer-centric innovation, the company is committed to delivering

clearly superior experiences through its trusted brands, including Brita®, Burt’s Bees®, Clorox®, Fresh Step®, Glad®,

Hidden Valley®, Kingsford®, Liquid-Plumr®, Pine-Sol® and Purell® as well as international brands such as Chux®,

Clorinda® and Poett®. Visit thecloroxcompany.com to learn more.

Media

Contact:

corporate.communications@clorox.com

Investor

Relations Contact:

investorrelations@clorox.com

CLX-F

###

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