Business Context and Reporting Period
This Form 8-K Current Report was filed by The Clorox Company on September 20, 2005. The filing discloses material definitive agreements regarding executive compensation for the fiscal year ending June 30, 2006, and the election of a new director to the Board of Directors.
Key Financial Metrics
The filing does not provide consolidated financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation structures and corporate governance changes.
Material Changes and Executive Compensation
The Compensation Committee established base salary levels and target bonus opportunities for Named Executive Officers for fiscal year 2006. Most salary changes are effective October 1, 2005, except for Gerald E. Johnston, whose changes are effective January 1, 2006.
| Named Executive Officer | FY 2006 Base Salary | Target Bonus |
|---|---|---|
| Gerald E. Johnston | $1,050,000 | $1,260,000 |
| Lawrence S. Peiros | $500,000 | $375,000 |
| Daniel J. Heinrich | $460,000 | $345,000 |
| Frank A. Tataseo | $425,000 | $318,750 |
| Mary Beth Springer | $410,000 | $307,500 |
Bonus opportunities are tied to earnings per share from continuing operations, working capital as a percentage of sales, and net sales growth. Maximum awards can reach 384% of base salary for the CEO and 240% for other Named Officers if performance measures are significantly exceeded. Bonuses could be zero if corporate performance measures are not met.
Corporate Governance and Outlook
On September 20, 2005, Pamela Thomas-Graham was elected to the Company's Board of Directors. A press release detailing this election was issued on September 21, 2005. The filing contains no specific financial guidance, risk factors, or management commentary regarding future operational outlook beyond the compensation plan metrics.
Investor Verification Checklist
- Verify the effective dates of salary adjustments, noting the January 1, 2006 start date for Gerald E. Johnston versus October 1, 2005 for others.
- Review the specific performance targets for earnings per share, working capital, and net sales growth to assess bonus achievability.
- Confirm the background and qualifications of the newly elected director, Pamela Thomas-Graham, via the referenced press release (Exhibit 99.1).
- Note that this filing does not contain updated financial statements; refer to the most recent 10-Q or 10-K for financial performance data.