COLGATE PALMOLIVE CO

This proposal requests that the Board adopt a formal policy (and amend governing documents if needed) to prohibit consideration of race, ethnicity, gender and other characteristics associated with diversity, equity and inclusion (DEI) when selecting Board candidates, to the extent consistent with law. The proponent (National Legal and Policy Center, holder of 43 shares) argues DEI-based considerations are not defined by Title VII and may create legal and governance risks, citing recent court decisions and EEOC guidance as part of the rationale. The proposal points to Colgate’s existing nominee criteria that reference race/ethnicity/gender and argues the Committee should evaluate candidates only on fiduciary qualifications and business-relevant skills. It is presented as a structural governance change to the Board nomination process rather than an operational or personnel action.

This proposal requests that the Board adopt a standing policy requiring the offices of Board Chairman and Chief Executive Officer to be held by two different people, with the Chairman being an independent director. The proponent (John Chevedden, holder of 100 shares) argues separation would improve impartial oversight, reduce conflicts of interest, strengthen management accountability and increase investor confidence. The submission cites recent company challenges reported in the press (e.g., guidance revisions, sales pressures and missed sustainability targets) as context for adopting a separated leadership structure. The resolution allows the Board discretion to appoint an interim chairman who is not independent while an independent chairman is sought and frames the change as a governance-level structural reform.