<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF
1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_]Preliminary Proxy Statement [_]CONFIDENTIAL, FOR USE OF THE
[X]Definitive Proxy Statement COMMISSION ONLY (AS PERMITTED BY
[_]Definitive Additional Materials RULE 14A-6(E)(2))
[_]Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
COLGATE-PALMOLIVE COMPANY
- -------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X]No fee required.
[_]Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- -------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- -------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange ActRule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- -------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- -------------------------------------------------------------------------------
(5) Total fee paid:
- -------------------------------------------------------------------------------
[_]Fee paid previously with preliminary materials.
- -------------------------------------------------------------------------------
[_]Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- -------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- -------------------------------------------------------------------------------
(3) Filing Party:
- -------------------------------------------------------------------------------
(4) Date Filed:
- -------------------------------------------------------------------------------
<PAGE>
[LOGO of Colgate-Palmolive Company]
MARCH 24, 1998
Dear Colgate Stockholder:
On behalf of the Board of Directors and management, I cordially invite you to
attend the Annual Meeting of Stockholders on Thursday, May 7, 1998, at 10:00
a.m. in the Broadway Ballroom of the Marriott Marquis Hotel, 1535 Broadway,
between 45th and 46th Streets, New York, New York 10036.
The principal items of business will be the election of directors and the
approval of the selection of auditors. Further details about the meeting are in
the accompanying Notice of Annual Meeting and Proxy Statement. At the meeting,
I will also report on the progress of the Company during the past year and
answer stockholder questions.
IT IS IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THE MEETING. WHETHER OR NOT
YOU PLAN TO ATTEND PERSONALLY, PLEASE COMPLETE AND MAIL THE ENCLOSED PROXY CARD
IN THE RETURN ENVELOPE.
Very truly yours,
[/SIG/ Reuben Mark]
Reuben Mark
Chairman of the Board and
Chief Executive Officer
<PAGE>
[LOGO of Colgate-Palmolive Company]
MARCH 24, 1998
NOTICE OF MEETING
The Annual Meeting of Stockholders of Colgate-Palmolive Company, a
Delaware corporation, will be held on Thursday, May 7, 1998, at 10:00
a.m. in the Broadway Ballroom of the Marriott Marquis Hotel, 1535
Broadway, between 45th and 46th Streets, New York, New York 10036.
Items of business will be as follows:
1.Election of directors.
2.Approval of selection of auditors.
3.Such other business as may properly come before the meeting.
Stockholders of record at the close of business on March 10, 1998 are
entitled to notice of and to vote at the meeting.
Andrew D. Hendry
Senior Vice President, General Counsel and Secretary
300 Park Avenue
New York, New York 10022
1
<PAGE>
COLGATE-PALMOLIVE COMPANY
300 Park Avenue
New York, New York 10022
March 24, 1998
PROXY STATEMENT
The accompanying proxy is solicited by the Board of Directors of Colgate-
Palmolive Company, a Delaware corporation (the "Company"), for use at the
Annual Meeting of Stockholders to be held in New York City on May 7, 1998, and
at any adjournments thereof. The proxy may be revoked at any time before it is
voted. If no contrary instruction is received, signed proxies returned by
stockholders will be voted in accordance with the Board of Directors'
recommendations.
This proxy statement and accompanying proxy are first being sent to
stockholders on or about the date set forth above.
Because respect for the rights and privacy of stockholders has always been a
practice at the Company, the Company has adopted a policy to assure that all
proxies, ballots and vote tabulations that identify stockholders are kept
confidential. Proxy cards will be returned in envelopes addressed to an
independent tabulator, which will receive, inspect and tabulate the proxies.
The identity of the vote of any stockholder will not be disclosed without the
consent of the stockholder except for use by the independent tabulator, for
solicitations for change of control of the Company and to meet legal
requirements.
Stockholders of record at the close of business on March 10, 1998 are entitled
to vote at the meeting. On that date, the Company had outstanding 296,068,188
shares of Common Stock (the "Common Stock"), 125,000 shares of $4.25 Preferred
Stock (the "$4.25 Preferred Stock") and 5,707,593 shares of Series B
Convertible Preference Stock (the "Series B Convertible Preference Stock").
Each outstanding share of Common Stock and $4.25 Preferred Stock has one vote,
and each outstanding share of Series B Convertible Preference Stock has four
votes, corresponding to its conversion ratio.
The holders of a majority of the votes entitled to be cast that are present at
the meeting, either in person or by proxy, shall constitute a quorum for
purposes of the 1998 Annual Meeting of Stockholders. Abstentions and broker
non-votes are counted for purposes of determining whether a quorum is present
on any matter. A plurality vote is required for the election of directors.
Accordingly, abstentions and broker non-votes will not affect the outcome of
the election. All other matters to be voted on will be decided by the
affirmative vote of a majority of the votes of the shares represented at the
meeting, either in person or by proxy, and entitled to vote. On any such
matter, an abstention will have the same effect as a negative vote but,
because shares held by brokers will not be considered to be entitled to vote
on matters as to which the brokers withhold authority, a broker non-vote will
have no effect on the vote.
The Company will pay the cost of soliciting proxies for the meeting. Proxies
may be solicited by regular employees of the Company in person, or by mail,
courier, telephone or facsimile. In addition, the Company has retained D.F.
King & Co. Inc. to solicit proxies by mail, courier, telephone and facsimile
and to request brokerage houses and other nominees to forward soliciting
material to beneficial owners. For these services, the Company will pay a fee
of approximately $22,000 plus expenses.
2
<PAGE>
1. ELECTION OF DIRECTORS
The Board of Directors proposes the election of the following nine nominees as
directors, to serve until their successors have been elected and have
qualified. Each nominee is currently serving as one of the Company's
directors.
NOMINEES
The name, age and principal occupation of each nominee, the nominee's length
of service as a director of the Company, the names of the other public
companies of which the nominee is a director and certain other biographical
information are set forth below.
Chairman and Chief Executive Officer of the Company. Mr.
Mark joined the Company in 1963 and held a series of
significant positions in the United States and abroad. He
REUBEN MARK, was appointed Vice President and General Manager of the
59 Household Products Division in 1975. From March 1979 to
March 1981, he was Group Vice President of domestic
operations. In March 1981, he was elected Executive Vice
President and became President and a director of the
Company on March 1, 1983. Mr. Mark was elected Chief
Executive Officer in May 1984 and Chairman in May 1986. Mr.
Mark is a director of Citicorp, Pearson, plc and Time
Warner, Inc.
Director since 1983
Visiting Scholar, Program in Science, Technology and
Society, Massachusetts Institute of Technology since 1985.
Mrs. Conway was President of Smith College from 1975 to
JILL K. 1985. She was Vice President, Internal Affairs, University
CONWAY, 63 of Toronto, from 1973 to 1975 and a member of its graduate
faculty from 1971 to 1975. She has served as a member of
the Harvard Board of Overseers and The Conference Board and
as a trustee of Hampshire College, Northfield Mt. Hermon
School and The Clarke School of the Deaf. Mrs. Conway is a
member of the boards of Merrill Lynch & Co., Inc., Arthur
D. Little, Inc., Nike, Inc., the Allen Group and Lend Lease
International. She is also a trustee of Adelphi University,
Mt. Holyoke College, The Knight Foundation, The Enterprise
Foundation, The Kresge Foundation and Lifespan Inc.
Director since 1984
3
<PAGE>
Chairman and Chief Executive Officer of General Re
RONALD E. Corporation since 1987. Mr. Ferguson has been with General
FERGUSON, 56 Re since 1969. Prior to joining General Re, Mr. Ferguson
worked for the Kemper Insurance Group from 1965 to 1969 and
served with the U.S. Public Health Service from 1966 to
1968. Mr. Ferguson is a director of General Signal
Corporation and the Insurance Institute of America. He is a
Fellow of the Casualty Actuarial Society and the American
Academy of Actuaries.
Director since 1987
President of Exodus Communications, Inc., a computer network
and Internet systems company. From July 1996 to July 1997,
ELLEN M. Mrs. Hancock was Executive Vice President, Research and
HANCOCK, 54 Development, Chief Technology Officer of Apple Computer
Inc. She previously was Executive Vice President and Chief
Operating Officer, National Semiconductor. Prior to joining
National Semiconductor in 1995, she was Senior Vice
President and Group Executive at IBM. Mrs. Hancock is on
the boards of directors of Aetna and Siemens Business
Communications Systems, Inc. She is also on the Board of
Trustees of Marist College.
Director since 1988
Chairman of Campbell Soup Company. Mr. Johnson began his
business career as a management trainee at Colgate
DAVID W. Australia in 1959 and received a series of promotions at
JOHNSON, 65 the Company, becoming General Manager of Colgate's South
African subsidiary in 1967. He then held several positions
with Warner-Lambert from 1972 to 1982, including President
of its Asian Management Center, President of its Personal
Products Division and President of American Chicle
Division. In 1982, Mr. Johnson became President and Chief
Executive Officer of Entenmann's, Inc. From 1987 to 1989,
he served as Chairman, Chief Executive Officer and
President of Gerber Products Company and from 1989 to 1990
he served as Chairman and Chief Executive Officer of
Gerber. Mr. Johnson was elected Chairman of Campbell Soup
Company in 1993 and was its President and Chief Executive
Officer from January 1990 to July 1997. Mr. Johnson serves
on the Advisory Council for the University of Notre Dame
College of Business Administration as well as University of
Chicago's Graduate School of Business.
Director since 1991
4
<PAGE>
Officer, Faneuil Hall Associates, Inc., a private investment
JOHN P. company, since 1973. Mr. Kendall is a former Chairman of
KENDALL, 69 The Kendall Company, which he joined in 1956. He held a
series of significant positions with The Kendall Company in
the United States and abroad. He is President of the Henry
P. Kendall Foundation and a former director of the Shawmut
Bank of Boston, N.A. He has served a number of educational
and scientific organizations as president, chairman and
trustee.
Director since 1972
President, Chief Executive Officer and director, Schering-
Plough Corporation. Mr. Kogan joined Schering-Plough as
RICHARD J. Executive Vice President, Pharmaceutical Operations in 1982
KOGAN, 56 and became President and Chief Operating Officer in 1986
and then President and Chief Executive Officer in 1996. Mr.
Kogan is also a director of the Bank of New York Company
Inc. He serves on the boards of civic, educational and
public service organizations, including Leonard Stern
School of Business, New York University, Saint Barnabas
Medical Center and the Council on Foreign Relations.
Director since 1996
Chief Executive Officer and President, National Public
Radio. From 1988 through 1993, until he assumed his present
position, Mr. Lewis was the President and Chief Executive
DELANO E. Officer of Chesapeake & Potomac Telephone Company. From
LEWIS, 59 1973 through 1988, Mr. Lewis held positions of increasing
responsibility with that company, including Vice President
responsible for External Affairs. Mr. Lewis has also served
on the Peace Corps staff in Africa and on the staff of the
United States Equal Employment Opportunity Commission and
the United States Department of Justice. Mr. Lewis is also
a director of Hallibarton Co., Guest Services and Black
Entertainment Television and has served on the boards of
many civic, educational and public service organizations,
including Catholic University, the United Negro College
Fund, the Washington Performing Arts Society and the
Greater Washington Board of Trade.
Director since 1991
5
<PAGE>
Former Chairman of Tambrands, Inc., June 1993 to September
HOWARD B. 1996. Prior to becoming Chairman, Mr. Wentz had been a
WENTZ, JR., director of Tambrands. Previously, he was Chairman of
68 ESSTAR Incorporated and Chairman, President and Chief
Executive Officer of Amstar Company. Mr. Wentz joined
Amstar in 1969 as Vice President of Operations for its
subsidiary, Duff-Norton Company, Inc. He was elected
President of Duff-Norton in 1970, Vice President of Amstar
in 1972, a director in 1976 and Executive Vice President
and Chief Operating Officer in 1979. He assumed the
additional responsibilities of President in 1981, Chief
Executive Officer in 1982 and Chairman in 1983. In 1984,
Mr. Wentz was appointed President and a director of Amstar
Holdings, Inc.
Director since 1982
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES FOR DIRECTOR LISTED
ABOVE.
6
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table shows the beneficial ownership of Common Stock and Series
B Convertible Preference Stock by each director, each executive officer named
in the Summary Compensation Table on page 11 and directors and executive
officers as a group. No director or executive officer owns any $4.25 Preferred
Stock.
<TABLE>
<CAPTION>
COMMON STOCK
---------------------
AMOUNT AND NATURE OF SERIES B CONVERTIBLE
BENEFICIAL PREFERENCE
OWNERSHIP/1/,/2/ STOCK (ESOP)
--------------------- ---------------------------
NAME OF DIRECTLY EXERCISABLE AMOUNT AND NATURE OF
BENEFICIAL OWNER OWNED/3/ OPTIONS BENEFICIAL OWNERSHIP/2/,/4/
---------------- --------- ----------- ---------------------------
<S> <C> <C> <C>
Reuben Mark.................. 1,423,904 4,941,566 3,312
William S. Shanahan.......... 346,812 149,879 2,041
Lois D. Juliber.............. 96,452 174,769 772
David A. Metzler............. 208,027 16,761 1,945
Andrew D. Hendry/5/.......... 71,345 43,083 387
Jill K. Conway/6/............ 14,125 5,999 --
Ronald E. Ferguson/7/........ 32,401 5,999 --
Ellen M. Hancock/8/.......... 16,478 3,867 --
David W. Johnson/9/.......... 14,021 5,999 --
John P. Kendall/10/.......... 342,856 5,999 --
Richard J. Kogan............. 5,056 1,999 --
Delano E. Lewis/11/.......... 10,293 5,999 --
Howard B. Wentz, Jr./12/..... 37,157 4,001 --
All directors and executive
officers as a group
(28 persons)................ 3,547,062 6,095,447 28,142
</TABLE>
- --------
/1/ Information regarding Common Stock holdings is as of March 9, 1998, except
for holdings in the Savings and Investment Plan, which are as of December
23, 1997. Unless otherwise indicated, beneficial ownership of Common Stock
is direct, and the person indicated has sole voting and investment power.
/2/ Each indicated person beneficially owns less than 1% of the outstanding
Common Stock and Series B Convertible Preference Stock, except for Mr.
Mark, who beneficially owns 2.1% of the outstanding Common Stock. All
directors and executive officers as a group beneficially own 3.2% of the
outstanding Common Stock and less than 1% of the outstanding Series B
Convertible Preference Stock. Ownership of Common Stock includes direct
ownership, options exercisable within 60 days and Savings and Investment
Plan holdings.
/3/ This column includes shares of restricted stock which were outstanding as
of December 31, 1997 that vested on March 2, 1998.
/4/ Information regarding Series B Convertible Preference Stock holdings is as
of December 23, 1997. Series B Convertible Preference Stock is issued to a
trustee acting on behalf of the Company's Savings and Investment Plan.
Participants in such plan, including the executive officers named in the
Summary Compensation Table, have sole voting power over such shares,
subject to the trustee's right to vote such shares if the participant fails
to do so, but no investment power until distribution in accordance with the
terms of such plan, subject to statutory diversification requirements.
(Footnotes continue on following page.)
7
<PAGE>
/5/ Mr. Hendry's holdings include 1,040 shares of Common Stock held by him as
custodian for his son under the Uniform Gifts to Minors Act.
/6/ Mrs.Conway's holdings include (i) 1,310 Common Stock units credited to a
deferred account under the Stock Plan for Non-Employee Directors (the
"Stock Plan") and (ii) 3,378 Common Stock units credited to an account
representing the accrued value under the Director Pension Plan which was
terminated as of December 31, 1996 (the "Terminated Pension Plan"), in each
case, over which she has no voting or investment power.
/7/ Mr. Ferguson's holdings include (i) 9,390 Common Stock units credited to
deferred accounts under the Stock Plan and the Restated and Amended
Deferred Compensation Plan for Non-Employee Directors (the "Deferred
Compensation Plan") and (ii) 1,865 Common Stock units credited to an
account representing the accrued value under the Terminated Pension Plan,
in each case, over which he has no voting or investment power. In addition,
in the ordinary course of business, General Re Corporation makes portfolio
investments and may from time to time hold securities of the Company. Mr.
Ferguson, Chairman of the Board and Chief Executive Officer of General Re
Corporation, disclaims any beneficial ownership of these securities.
/8/ Mrs. Hancock's holdings include 400 shares of Common Stock owned jointly
with her spouse. Mrs. Hancock's holdings also include (i) 2,621 Common
Stock units credited to a deferred account under the Stock Plan and (ii)
1,652 Common Stock units credited to an account representing the accrued
value under the Terminated Pension Plan, in each case, over which she has
no voting or investment power.
/9/ Mr. Johnson's holdings include 3,043 Common Stock units credited to an
account representing the accrued value under the Terminated Pension Plan
over which he has no voting or investment power.
/10/ Mr. Kendall's holdings do not include 621,004 shares of Common Stock held
by trusts in which he has a contingent remainderman's interest and 115,380
shares of Common Stock held by trusts in which he has a limited power of
appointment. He has no voting or investment power in these trusts, and he
disclaims beneficial ownership of such shares. Mr. Kendall's holdings
include 8,850 Common Stock units credited to deferred accounts under the
Stock Plan and the Deferred Compensation Plan, in each case, over which he
has no voting or investment power.
/11/ Mr. Lewis's holdings include (i) 2,621 Common Stock units credited to a
deferred account under the Stock Plan and (ii) 1,640 Common Stock units
credited to an account representing the accrued value under the Terminated
Pension Plan, in each case, over which he has no voting or investment
power.
/12/ Mr. Wentz's holdings include (i) 1,300 Common Stock units credited to a
deferred account under the Stock Plan and (ii) 4,863 Common Stock units
credited to an account representing the accrued value under the Terminated
Pension Plan, in each case, over which he has no voting or investment
power.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based on a review of the forms and written representations received by the
Company pursuant to Section 16(a) of the Securities Exchange Act of 1934, the
Company believes that, during 1997, its executive officers and directors
complied with all applicable Section 16 filing requirements.
8
<PAGE>
BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors is composed of eight outside, non-employee directors
and one employee director, Mr. Mark, who is the Chairman of the Board and
Chief Executive Officer of the Company. The Board of Directors met nine times
during 1997. The outside directors met at least once during 1997 without Mr.
Mark present.
The standing committees of the Board are the Audit Committee, Finance
Committee, Personnel and Organization Committee and Committee on Directors.
The Audit Committee oversees management's fulfillment of its financial
reporting and disclosure responsibilities and its maintenance of an
appropriate internal control system. It recommends appointment of the
Company's independent public accountants and oversees the activities of the
Company's internal audit function and the Global Business Practices function.
To ensure independence, the independent public accountants, internal auditors
and general counsel meet with the Audit Committee with and without management
representatives present. Its current members are: Ronald E. Ferguson (Chair),
Jill K. Conway, John P. Kendall (Deputy Chair) and Howard B. Wentz, Jr. It met
three times in 1997.
The Finance Committee oversees the financial policies and practices of the
Company. It also reviews the budgets of the Company, makes recommendations to
the Board regarding financial and strategic matters and oversees the Company's
finance, treasury and related functions. Its current members are: Howard B.
Wentz, Jr. (Chair), Ronald E. Ferguson, Ellen M. Hancock (Deputy Chair), John
P. Kendall, Richard J. Kogan and Reuben Mark. It met six times in 1997.
The Personnel and Organization Committee oversees organizational, personnel,
compensation and benefits policies and practices of the Company. It reviews
the compensation of the executive officers and recommends to the Board the
compensation of the Chief Executive Officer. The Committee administers the
Company's Stock Option Plans, the Executive Incentive Compensation Plan and
the Executive Severance Plan. It also oversees the Company's charitable giving
and other social responsibility programs. Its current members are: Jill K.
Conway (Chair), Ronald E. Ferguson, David W. Johnson (Deputy Chair), John P.
Kendall and Delano E. Lewis. It met eight times in 1997.
The Committee on Directors recommends nominees for the Board of Directors. It
conducts a review of the performance of the Board of Directors in accordance
with a formal procedure. It also makes recommendations to the Board regarding
Board and committee structure, corporate governance and director compensation.
Its current members are: Delano E. Lewis (Chair), Jill K. Conway, John P.
Kendall and Howard B. Wentz, Jr. It met three times in 1997. The Committee on
Directors will consider nominees recommended by stockholders. Nominations by
stockholders must be made in accordance with the information and timely notice
requirements of the Company's By-Laws, a copy of which may be obtained from
the Secretary of the Company. Such nominations must be in writing and, for
consideration at the 1998 Annual Meeting, received by the Secretary no later
than April 3, 1998.
All directors attended at least 86%, and on average 95%, of the meetings of
the Board and the committees on which they served in 1997.
9
<PAGE>
COMPENSATION OF DIRECTORS
In 1997, non-employee directors (that is, all directors except Mr. Mark)
received the following compensation: a retainer of 1,300 shares of Common
Stock,/1/ a committee retainer of $3,000 for the chair of each committee and
$1,500 for the deputy chair of each committee, meeting fees of $1,000 for each
Board or committee meeting attended and a stock option grant for 2,000 shares
of Common Stock.
Pursuant to the Stock Plan for Non-Employee Directors, each non-employee
director may make an annual irrevocable election to defer receipt of all or a
part of his or her stock compensation. Deferred stock compensation is credited
to a stock unit account, which is adjusted to reflect changes in the market
price of the Common Stock and dividends paid. Distributions of the stock unit
account are made in shares of Common Stock, either in annual installments or
by lump sum, after the retirement or resignation of the director. Each non-
employee director also may make an annual irrevocable election to receive cash
in lieu of up to 25% of the shares of Common Stock granted under, and not
deferred pursuant to, this plan solely for the purpose of satisfying related
tax obligations. Directors may also elect to have all or a portion of their
cash compensation for committee chairperson and attendance fees used to
purchase Common Stock. Shares of Common Stock that represent committee
chairperson fees are purchased prospectively at the beginning of the year;
shares that represent attendance fees are purchased retroactively after the
end of the year. In each case, directors purchase shares on the third business
day following the Company's annual public earnings release.
Under the Restated and Amended Deferred Compensation Plan for Non-Employee
Directors, directors may elect to defer payment of all or a part of their cash
compensation for committee chairperson and attendance fees. Deferred fees are
credited to a stock unit account, which is adjusted to reflect changes in the
market price of the Common Stock and dividends paid. Distributions are made in
shares of Common Stock, either in annual installments or by lump sum, in
accordance with the director's election. For information concerning directors
who have deferred fees, see the footnotes to the table included in "Security
Ownership of Management" on pages 7-8.
In 1997, the Company provided a $50,000 insurance policy for each non-employee
director (coverage ends at retirement) and up to $300,000 in travel and
accident insurance coverage. In addition, directors are eligible to
participate in the Company's matching gift program, under which gifts to
educational or medical institutions are matched up to a maximum of $8,000.
- --------
/1/ Under the Stock Plan for Non-Employee Directors, effective as of January 1,
1997, the Director Pension Plan was replaced by an annual grant of 250
shares of Common Stock. At the time the Director Pension Plan was
terminated, directors who were within five years of the mandatory retirement
age were eligible, due to their long service on the Board, to elect to
continue to receive the benefits they received under the terminated plan
instead of the annual grant of 250 shares. Mr. Kendall made this election
and, as a result, in 1997 he received a retainer of 1,050 shares of Common
Stock rather than 1,300 shares of Common Stock.
10
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the 1997, 1996 and 1995 compensation of the
Chief Executive Officer and the four other most highly compensated executive
officers of the Company (the "Named Officers").
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
-----------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
- ---------------------------------------------------------------------------------------------------
(A) (B) (C) (D) (E) (F) (G) (H) (I)
OTHER RESTRICTED SECURITIES ALL
ANNUAL STOCK UNDERLYING OTHER
NAME AND COMPENSA- AWARDS OPTIONS LTIP COMPEN-
PRINCIPAL POSITION YEAR SALARY($) BONUS($)/1/ TION($)/2/ ($)/3/ (#)/4/ PAYOUTS($) SATION($)/5/
------------------ ---- --------- ----------- ---------- ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Reuben Mark Chairman of 1997 1,122,500 2,724,055 -- 3,379,485 2,600,000* -- 141,305
the Board and Chief 1996 1,021,000 1,656,302 -- 2,416,800 -- -- 130,802
Executive Officer 1995 984,667 1,000,000 -- 1,516,063 228,148(/6/) -- 124,767
William S. Shanahan 1997 756,167 1,503,000 -- 1,233,085 251,479 -- 116,472
President and Chief 1996 716,917 859,478 -- 415,160 88,000 -- 94,488
Operating Officer 1995 685,667 487,000 -- 355,429 82,000 -- 81,923
Lois D. Juliber 1997 450,000 607,500 -- 804,051 107,731 -- 35,140
Executive Vice President 1996 388,958 350,097 -- 188,660 73,172 -- 25,540
Chief of Operations 1995 370,499 338,746 -- 157,672 106,554 -- 23,531
Developed Markets
David A. Metzler 1997 450,000 607,500 -- 804,051 91,214 -- 75,137
Executive Vice President 1996 391,000 269,037 -- 188,660 40,000 -- 47,459
Chief of Operations High 1995 371,958 193,171 -- 157,672 113,650 -- 47,019
Growth Markets
Andrew D. Hendry Senior 1997 372,500 508,950 -- 151,644 54,685 -- 36,504
Vice President General 1996 356,167 329,562 -- 151,036 53,974 -- 26,886
Counsel and Secretary 1995 339,875 168,000 -- 128,818 35,632 -- 21,616
</TABLE>
- --------
* Mr. Mark's 1997 stock option grant is a multi-year grant intended to cover
the seven years from 1997 to 2003 and is in lieu of annual stock option
grants that might otherwise have been made during that period. The exercise
prices of the options are set at premiums ranging from 10% to 70% over the
market price of the Common Stock at the date of grant. In addition, the
options are subject to early expiration, as early as five years after the
date of grant, if the price of the Common Stock does not achieve certain
market levels. If these levels are achieved, the options have a ten-year
term. One-half of the options vested on the date of grant, a portion of the
balance vests in annual increments of 130,000 until 2001, and the remaining
780,000 options vest in 2002. The total grant date present value of the
options, as shown in the Individual Grants Table on page 14 using a Black-
Scholes based method, is estimated to be $14.3 million, which represents an
average value of approximately $2 million per year over the seven-year
period intended to be covered by the options. See also Individual Grants
Table on page 14 and "1997 Chief Executive Officer Compensation" on pages
23-25.
(Footnotes continue on following page.)
11
<PAGE>
/1/ Amounts include bonuses earned for the years indicated, paid on or before
March 15 of the following year, consistent with past practice.
/2/ None of the Named Officers received perquisites or other personal benefits
in an amount large enough to require reporting in this column, nor did any
of them receive any other compensation required to be reported in this
column.
/3/ Awards shown include those made for periods ended during the years
indicated, awarded on or before March 15 of the following year, consistent
with past practice. Awards vest over a period of a minimum of three years.
Dividend equivalents accrue on the restricted stock during the vesting
period. As of December 31, 1997, the Named Officers as a group held an
aggregate of 537,013 shares of restricted stock, with a value of
$39,470,456 based on the closing market price of the Common Stock on
December 31, 1997 .
The number and value of the restricted stock holdings of each of the Named
Officers at December 31, 1997, are set forth below:
<TABLE>
<CAPTION>
# OF SHARES $ VALUE
----------- ----------
<S> <C> <C>
Reuben Mark......................................... 370,844 27,257,034
William S. Shanahan................................. 92,233 6,779,126
Lois D. Juliber..................................... 28,076 2,063,586
David A. Metzler.................................... 28,076 2,063,586
Andrew D. Hendry.................................... 17,784 1,307,124
</TABLE>
/4/ Amounts include reload options granted pursuant to the Accelerated
Ownership Feature of the Company's Stock Option Plans. This feature was
implemented to promote increased employee share ownership by encouraging
the early exercise of options and retention of shares. Under this feature,
if an employee uses shares he or she already owns to pay the exercise price
of a stock option or the related taxes withheld, he or she receives a new
option for an equal number of shares at the then current market price with
the same expiration date as the original option. The incremental shares
received upon exercise of the stock option over the shares surrendered are
restricted from sale for a period of two years. The new, or reload, option
grant does not result in an increase in the combined total number of shares
and options held by an employee prior to the exercise.
The number of reload options included in the amounts shown in column (g) for
1997, 1996 and 1995 are as follows:
<TABLE>
<CAPTION>
1997 1996 1995
------- ------ -------
<S> <C> <C> <C>
Reuben Mark......................................... -- -- 228,148
William S. Shanahan................................. 169,479 -- --
Lois D. Juliber..................................... 25,731 35,172 70,554
David A. Metzler.................................... 9,214 -- 75,650
Andrew D. Hendry.................................... 28,685 27,974 9,632
</TABLE>
See also Individual Grants Table on page 14.
12
<PAGE>
/5/ Amounts shown in All Other Compensation, column (i), are pursuant to
programs available to all employees generally, broken down as follows for
1997:
<TABLE>
<CAPTION>
SUPPLEMENTAL
SAVINGS & SAVINGS &
INVESTMENT INVESTMENT VALUE OF
PLAN RETIREE SUCCESS PLAN COMPANY PAID
COMPANY INSURANCE SHARING COMPANY LIFE INSURANCE
NAMED OFFICER MATCH ACCOUNT ACCOUNT MATCH PREMIUMS
------------- ----------- ---------- -------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
Reuben Mark............. 6,685 34,856 3,125 79,923 16,716
William S. Shanahan..... 6,685 34,856 3,125 45,640 26,166
Lois D. Juliber......... 5,252 1,743 3,125 20,202 4,818
David A. Metzler........ 6,685 34,856 3,125 20,172 10,299
Andrew D. Hendry........ 5,252 10,457 3,125 12,210 5,460
</TABLE>
The amounts shown as Savings and Investment Plan Company Match, Retiree
Insurance Account and Success Sharing Account represent the value (as of the
time of allocation) of shares of Series B Convertible Preference Stock
allocated to the Named Officers' accounts under the Savings and Investment
Plan. Premium payments for life insurance were not made pursuant to split
dollar life insurance arrangements.
/6/ The amount shown represents options granted exclusively under the
Accelerated Ownership Feature of the 1987 Stock Option Plan. See footnote 4
above. Mr. Mark did not receive an annual stock option grant in 1995.
13
<PAGE>
1997 OPTION GRANTS
The following table shows information regarding grants of stock options in
1997 to the Named Officers. The table includes both new options granted in
1997 and reload options granted automatically under the Accelerated Ownership
Feature of the Company's Stock Option Plans described on page 12 in footnote
4. Use of the Accelerated Ownership Feature does not result in an increase in
the total combined number of shares and options held by an employee. The
Company did not grant any stock appreciation rights during 1997.
INDIVIDUAL GRANTS
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e) (f)
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE GRANT DATE
OPTIONS EMPLOYEES OR BASE PRESENT
EXECUTIVE OFFICER GRANTED IN FISCAL YEAR PRICE ($/SH) EXP. DATE VALUE ($)/8/
----------------- ---------- -------------- ------------ --------- ------------
<S> <C> <C> <C> <C> <C>
Reuben Mark
11/97 Grant/1/......... 260,000 3.38% 68.6125 (/1/) 1,827,696
260,000 3.38% 74.8500 (/1/) 1,616,888
260,000 3.38% 81.0875 (/1/) 1,705,145
260,000 3.38% 87.3250 (/1/) 1,609,465
260,000 3.38% 93.5625 (/1/) 1,556,035
1,300,000 16.88% 106.0375 (/1/) 6,036,355
--------- ----- ----------
TOTAL................. 2,600,000 33.78% 14,351,584
========= ===== ==========
William S. Shanahan
9/97 Grant/2/.......... 82,000 1.06% 62.1563 09/11/07 880,915
8/97 Reload
Options/3/............ 169,479 2.20% 73.1563 (/5/) 1,369,876
--------- ----- ----------
TOTAL................. 251,479 3.26% 2,250,791
========= ===== ==========
Lois D. Juliber
5/97 Grant/4/.......... 40,000 0.52% 55.2813 05/01/07 666,664
9/97 Grant/2/.......... 42,000 0.55% 62.1563 09/11/07 451,199
8/97 Reload
Options/3/............ 25,731 0.33% 73.1563 (/6/) 214,722
--------- ----- ----------
TOTAL................. 107,731 1.40% 1,332,585
========= ===== ==========
David A. Metzler
5/97 Grant/4/.......... 40,000 0.52% 55.2813 05/01/07 666,664
9/97 Grant/2/.......... 42,000 0.55% 62.1563 09/11/07 451,199
4/97 Reload
Options/3/............ 9,214 0.12% 55.3438 09/07/98 54,017
--------- ----- ----------
TOTAL................. 91,214 1.19% 1,171,880
========= ===== ==========
Andrew D. Hendry
9/97 Grant/2/.......... 26,000 0.33% 62.1563 09/11/07 279,316
8/97 Reload
Options/3/............ 28,685 0.37% 70.7500 (/7/) 231,500
--------- ----- ----------
TOTAL................. 54,685 0.70% 510,816
========= ===== ==========
</TABLE>
(Footnotes on following page.)
14
<PAGE>
- --------
/1/ Mr. Mark's 1997 stock option grant is a multi-year grant intended to cover
the seven years from 1997 to 2003 and is in lieu of annual stock option
grants that might otherwise have been made during that period. The exercise
prices of the options are set at premiums ranging from 10% to 70% over the
market price of the Common Stock at the date of grant. In addition, the
options are subject to early expiration, as early as five years after the
date of grant, if the price of the Common Stock does not achieve certain
market levels. If these levels are achieved, the options have a ten-year
term. One-half of the options vested on the date of grant, a portion of the
balance vests in annual increments of 130,000 until 2001, and the remaining
780,000 options vest in 2002. The total grant date present value of the
options, as shown above, represents an average value of approximately $2
million per year over the seven-year period intended to be covered by the
options. See also "1997 Chief Executive Officer Compensation" on
pages 23-25.
/2/ The September 1997 option grants become exercisable in increments of one-
third annually commencing on the first anniversary date of the option grant
and become fully exercisable on the third anniversary date thereof.
/3/ Reload options received pursuant to the Accelerated Ownership Feature
become fully exercisable six months after the date of grant and terminate
on the expiration date of the original option. See also footnote 4 on
page 12.
/4/ The May 1997 option grants become exercisable in increments of one-third
annually commencing on the fifth anniversary date of the option grant and
become fully exercisable on the eighth anniversary date thereof.
/5/ Includes/the following options received pursuant to the Accelerated
Ownership Feature: 29,311 expiring on 09/07/98; 2,104 expiring on 09/12/00;
46,191 expiring on 10/10/01; 8,498 expiring on 09/03/02; 51,019 expiring on
09/01/03; and 32,356 expiring on 09/07/04.
/6/ Includes the following options received pursuant to the Accelerated
Ownership Feature: 1,933 expiring on 09/13/99; 13,237 expiring on 09/12/00;
and 10,561 expiring on 10/10/01.
/7/ Includes the following options received pursuant to the Accelerated
Ownership Feature: 6,494 expiring on 09/03/02; 10,238 expiring on 09/01/03;
and 11,953 expiring on 09/07/04.
/8/ Amounts shown are estimates of the value of the options calculated using a
Black-Scholes based option valuation model. The material assumptions and
adjustments incorporated into the model include the exercise price of the
option, the option term until exercise (ranging from two to seven years),
an interest rate factor based on the U.S. Treasury rate over the option
term (ranging from 5.8% to 6.4%), a volatility factor based on the standard
deviation of the price of the Common Stock (ranging from 17% to 26%) and a
dividend rate based on the annualized dividend rate per share of Common
Stock. The actual value of the options, if any, will depend on the extent
to which the market value of the Common Stock exceeds the price of the
option on the date of exercise. Management believes that the Black-Scholes
model was not developed for the purpose of valuing employee stock options,
particularly those having rights such as the Accelerated Ownership Feature.
There can be no assurance that this Black-Scholes based model will
approximate the value the executive will actually realize.
15
<PAGE>
1997 OPTION EXERCISES AND YEAR-END VALUES
The following table shows information regarding the exercise of stock options
during 1997 by the Named Officers and the number and value of any unexercised
stock options as of December 31, 1997.
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
SHARES FY-END (#) FY-END ($)
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
EXECUTIVE OFFICER EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
----------------- ------------ ------------ ------------- -------------
<S> <C> <C> <C> <C>
Reuben Mark............... 305,716 18,164,302 4,941,566/ 148,599,446/
1,300,000 635,375
William S. Shanahan....... 328,562 15,508,627 376,127/ 15,746,133/
337,480 3,987,407
Lois D. Juliber........... 38,474 1,587,053 189,718/ 7,321,742/
145,065 2,516,757
David A. Metzler.......... 24,586 726,991 226,296/ 9,205,514/
121,334 2,577,853
Andrew D. Hendry.......... 45,240 1,961,937 96,685/ 3,651,190/
80,686 1,283,042
</TABLE>
The option values shown above reflect an increase in the market value of the
Company from $2.7 billion as of December 31, 1987 (the earliest grant year of
the options reported above) to $21.7 billion as of December 31, 1997.
On March 6, 1997, the Board of Directors approved repurchases of Common Stock
by the Company, in its discretion, from officers and directors of the Company,
primarily as a vehicle for satisfying their tax obligations related to stock
option exercises. Since that date, the Company has purchased Common Stock from
the Named Officers and eight other officers and directors of the Company
pursuant to such authorization. In most cases, these purchases were made in
connection with stock option exercises under the Accelerated Ownership
Feature, the use of which by an officer or director results in an increase in
his or her share ownership. Two non-employee directors (Jill K. Conway and
David W. Johnson, the Chair and Deputy Chair of the P&O Committee) approve all
such purchases.
16
<PAGE>
RETIREMENT PLAN
Table A below shows the estimated maximum annual retirement benefit payable to
persons (including the Named Officers) retiring in 1998 under the "final
average earnings" formula of the Colgate Employees' Retirement Income Plan
(the "Retirement Plan"). Table B shows the estimated annual retirement benefit
for each of the Named Officers payable under the Colgate Personal Retirement
Account ("PRA") formula, which was added to the Retirement Plan on July 1,
1989. All salaried employees of the Company employed at June 30, 1989 were
offered a one-time election to maintain the Retirement Plan's benefit under
the "final average earnings" formula by making monthly contributions of 2% of
recognized earnings (described below) up to the Social Security wage base and
4% of recognized earnings in excess of the wage base. All of the Named
Officers (excluding Mr. Hendry) made this one-time election in 1989. The Named
Officers and other employees who so elected are entitled at retirement to
receive the greater of the benefit under the "final average earnings" benefit
formula (Table A) or the benefit under the PRA formula (Table B). Those who
did not so elect are entitled at retirement to receive the benefit under the
PRA formula only.
TABLE A
(EXPRESSED IN $)
<TABLE>
<CAPTION>
YEARS OF SERVICE
REMUNERATION /1/,/2/,/3/ 15 20 25 30 35 40
- ------------------------ ------- ------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
500,000............... 135,000 180,000 225,000 270,000 315,000 360,000
750,000............... 202,500 270,000 337,500 405,000 472,500 540,000
1,250,000............... 337,500 450,000 562,500 675,000 787,500 900,000
1,750,000............... 472,500 630,000 787,500 945,000 1,102,500 1,260,000
2,250,000............... 607,500 810,000 1,012,500 1,215,000 1,417,500 1,620,000
2,750,000............... 742,500 990,000 1,237,500 1,485,000 1,732,500 1,980,000
</TABLE>
- --------
/1/ Remuneration equals "final average earnings," which is the average of the
individual's highest consecutive three years of "recognized earnings" out of
the ten years immediately preceding retirement. For the Named Officers,
"recognized earnings" is the sum of the regular salary earned during the
prior year (column (c) in the Summary Compensation Table on page 11), or
annual salary as of January 1, if higher, plus the cash bonus paid during
the preceding calendar year (column (d) in the Summary Compensation Table on
page 11).
/2/ The number of years of credited service under the Retirement Plan as of
January 1, 1998 for the Named Officers are: Mr. Mark--34 years 7 months; Mr.
Shanahan--32 years 5 months; Ms. Juliber--9 years 5 months; Mr. Metzler--32
years 11 months; and Mr. Hendry--6 years 10 months.
/3/ Includes payments under the Supplemental Salaried Employees' Retirement Plan
in excess of limitations under the Internal Revenue Code of 1986, as
amended. Benefits are computed by multiplying "final average earnings" by
the product of years of credited service and 1.8%. Benefits payable under
the Supplemental Salaried Employees' Retirement Plan are subject to a
maximum of 70% of the sum of the individual's base salary at retirement and
bonus for the calendar year immediately preceding retirement, less benefits
payable under the basic Retirement Plan. Benefits are subject to an offset
for Social Security and certain other benefits.
Benefits under the PRA are determined as follows: On July 1, 1989, an account
with an opening balance was established for each eligible person employed on
June 30, 1989, equal to the greater of
17
<PAGE>
(i) the lump-sum value of the pension then accrued under the Retirement Plan's
"final average earnings" formula or (ii) an amount calculated by aggregating
the monthly pay-based credits which would have been made to the employee's
account had the PRA always been in effect. Thereafter, and with respect to PRA
accounts established for any eligible employee hired on or after July 1, 1989,
monthly pay-based credits are accumulated in an employee's account, being
determined as a percentage of the employee's monthly recognized earnings in
accordance with the following formula:
<TABLE>
<CAPTION>
UP TO 1/4 OF OVER 1/4 OF
SOCIAL SECURITY THE SOCIAL SECURITY
YEARS OF SERVICE WAGE BASE WAGE BASE
---------------- ---------------- --------------------
<S> <C> <C>
0-9.................................... 2.50% 3.75%
10-14.................................. 3.00% 4.50%
15-19.................................. 4.00% 6.00%
20-24.................................. 5.35% 8.00%
25 or more............................. 7.50% 11.25%
</TABLE>
In addition, the employee's account is credited monthly with interest at an
annual rate of 2% over the current six-month Treasury bill rate, adjusted
quarterly.
TABLE B
Table B shows the estimated annual retirement benefits payable under the PRA
for each of the Named Officers, based on 1998 recognized earnings and assuming
no future increases in such earnings and an annuity rate of 9%:
<TABLE>
<CAPTION>
YEAR AMOUNT OF
REACHING LEVEL
AGE 65 ANNUITY ($) /1/
--------- ---------------
<S> <C> <C>
Reuben Mark........................................ 2004 1,248,120
William S. Shanahan................................ 2005 736,008
Lois D. Juliber.................................... 2014 314,159
David A. Metzler................................... 2007 450,112
Andrew D. Hendry................................... 2012 158,601
</TABLE>
- --------
/1/ Includes payments in excess of Internal Revenue Code limitations under the
Supplemental Salaried Employees' Retirement Plan. Benefits payable under the
Supplemental Salaried Employees' Retirement Plan are subject to a maximum of
70% of the sum of the individual's base salary at retirement and bonus for
the calendar year immediately preceding retirement, less benefits payable
under the basic Retirement Plan.
EXECUTIVE SEVERANCE PLAN AND OTHER ARRANGEMENTS
The Executive Severance Plan (the "Severance Plan") was adopted by the Board
of Directors effective September 1, 1985, and was last amended as of June 8,
1995. The Severance Plan is administered by the Personnel and Organization
Committee (the "P&O Committee"). The P&O Committee selects participants from
among the executive officers and other key personnel of the Company and has
selected the Named Officers, among others, as participants.
18
<PAGE>
If within two years of a change of control of the Company (as defined in the
Severance Plan), an executive participating in the Severance Plan terminates
employment due to an adverse change in conditions of employment or the Company
terminates the executive's employment other than for cause (defined as serious
willful misconduct likely to result in material economic damage to the
Company), the executive is entitled to receive, in a lump sum, an amount equal
to between 12 and 36 months of compensation and a pro rata cash bonus under
the Executive Incentive Compensation Plan for the period prior to termination.
Compensation is defined to include the executive's base salary as of the
termination date plus his or her highest cash award under the Executive
Incentive Compensation Plan within the last five years. If an outside
accounting firm determines that receipt of such a lump sum under the Severance
Plan would subject the executive officer to tax under Section 4999 of the
Internal Revenue Code of 1986, as amended, he or she may elect to receive in
lieu of such lump sum, a reduced amount resulting in equal or greater net
after-tax aggregate payments than would be received by payment of the lump
sum.
In addition, the Company has made commitments to participants in the Severance
Plan that if it terminates the employment of a participant at its convenience
rather than as a result of a change of control, it will continue the
participant's base salary and certain benefits for a period ranging from nine
to 36 months. No payments are made in the event of a voluntary termination
(which does not include termination due to an adverse change in conditions of
employment) or termination for cause. In addition, the period during which
salary is continued and benefits are paid does not extend beyond attainment of
age 65 or attainment of 85 or more combined years of age and service with the
Company.
Other arrangements relating to a change of control contained in existing
Company benefit plans are as follows. Under the Company's Stock Option Plans,
all outstanding stock options held by employees, whether or not then currently
exercisable, become immediately exercisable upon a change of control. Under
the Non-Employee Director Stock Option Plan, all outstanding options granted
to non-employee directors also become immediately exercisable upon a change of
control regardless of whether or not they were then fully vested and
exercisable, or the options may be surrendered for the difference between
their exercise price and the stock's current value. In addition, the vesting
of restricted stock awards to employees granted under the Executive Incentive
Compensation Plan is accelerated upon a change of control. With respect to the
Supplemental Salaried Employees' Retirement Plan, which is an unfunded plan,
the Company has arranged for a letter of credit which requires the issuing
bank to fund the accrued benefits payable under such plan in the event of a
change of control of the Company and the Company's refusal to pay the benefit.
Funding will be made by payments to a trust, which currently is subject to the
claims of the Company's creditors in the event of an insolvency.
COMPENSATION COMMITTEE INTERLOCKS
As discussed above, the members of the P&O Committee during 1997 were Mrs.
Conway and Messrs. Ferguson, Johnson, Kendall and Lewis. All five members are
non-management directors, and none has any direct or indirect material
interest in or relationship with the Company or any of its subsidiaries, other
than stockholdings as discussed above and as related to his or her position as
director. None of the executive officers of the Company has served on the
Board of Directors or compensation committee of any other entity, any of whose
executive officers served either on the Company's Board of Directors or the
P&O Committee.
19
<PAGE>
P&O COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's executive compensation practices are designed to support its
business goals of fostering profitable growth and increasing shareholder
value. The Company seeks to align the interests of executives and stockholders
through the use of stock-based compensation plans. In addition, the Company's
policy is to pay for performance; that is, the better the individual, team,
business unit and/or global performance against established goals and
objectives, the greater the compensation reward. Finally, each element of the
Company's compensation package is designed to be competitive with the
compensation practices of other leading consumer products and industrial
companies.
The P&O Committee is composed entirely of non-management directors. In
addition to using Company resources, the P&O Committee periodically retains
the services of independent compensation consultants to help it assess the
competitiveness and effectiveness of the Company's executive compensation
practices in general and for the Chief Executive Officer in particular. In
1994, Towers Perrin consulted with the P&O Committee in its review of Section
162(m) of the Internal Revenue Code of 1986, as amended, and in developing
modifications to existing compensation plans to qualify compensation paid to
the Company's executive officers for deductibility. The Company's practice is
to maximize the deductibility of compensation paid to executive officers, to
the extent possible consistent with the Company's objective to attract and
retain high caliber executives. In 1995, Towers Perrin conducted a
comprehensive review of the Company's long term incentive program including
the appropriateness of the performance measures, payout levels relative to
performance and the competitiveness of the plan design features. In 1996,
Hewitt & Associates and Towers Perrin contributed to a comprehensive review of
the competitiveness of the Company's executive salary and bonus and long term
incentive programs, including a review of the Chief Executive Officer's annual
compensation. In 1997, Towers Perrin reviewed the long term incentive
compensation of the Chief Executive Officer, as discussed later in this
report.
The P&O Committee reviewed and recommended the overall compensation of Reuben
Mark, the Chairman and Chief Executive Officer of the Company, subject to the
approval of the non-management directors of the Board. In addition, the P&O
Committee reviewed and approved, and the Board ratified, the overall
compensation of the other executive officers of the Company. The key elements
of compensation used by the Company are base salary and performance-based
incentives including annual cash bonuses, stock options, restricted stock
grants and other long term incentives. This report discusses the Company's
practices regarding each of these elements as applied to the executive
officers generally and concludes with a separate discussion of Mr. Mark's
compensation in particular.
BASE SALARY
The Company's practice is to pay salaries that are competitive with a
comparison group of other leading consumer products and industrial companies
(the "Comparison Group"). The companies in the Comparison Group are selected
and periodically updated by the Company's Human Resources department based on
the recommendation of independent compensation consultants and are reviewed
and approved by the P&O Committee. While the Comparison Group is comprised
primarily of consumer products companies, companies outside the consumer
products field are also included because the Company believes, and the P&O
Committee concurs, that the market for executive talent is broader than simply
other consumer products companies. The peer group used in the Stock Price
Performance Graphs on page 26 is composed solely of companies with whom the
Company competes in one or more of its primary businesses (the "Peer Group").
20
<PAGE>
The midpoint of the salary range for executive officers is set at the median
of the Comparison Group, with salaries above the median available to
exceptional performers and key contributors to the success of the Company.
Annual salary adjustments are based on individual performance, assumption of
new responsibilities, competitive data from the Comparison Group and the
Company's overall annual salary budget guidelines. If an executive officer is
responsible for a particular business unit, this unit's financial results are
taken into account. In addition, other performance measures, such as
improvements in customer service, faster product development, improving market
share of Colgate brands, global expansion and productivity increases, are
considered.
The direct manager of each officer recommends such officer's salary increase
based on the factors discussed above. In 1997, salaries for executive officers
as a group were above the median of the Comparison Group for similar jobs.
ANNUAL CASH BONUS
In 1997, the Company's executive officers were eligible for annual cash
bonuses under the Executive Incentive Compensation Plan ("EICP" or the "EICP
Plan").
Annual bonuses under the EICP Plan for the Chief Executive Officer, the four
executive officers who report directly to him and the two Executive Vice
Presidents/Chiefs of Operation (the "Designated Executives") are payable only
upon the successful attainment of specific performance measures established in
advance by the P&O Committee. The amount of the annual EICP bonus for the
Designated Executives is based upon the degree of achievement of the pre-
established performance measures, subject to the P&O Committee's discretion to
adjust awards downward. The pre-established performance measure for 1997 was
an earnings per share goal.
The Designated Executives were assigned threshold, target and maximum bonus
award opportunities for EICP cash bonuses. The targets were set generally at
the median of the Comparison Group. In 1997 the Company exceeded its earnings
per share goal. EICP cash bonuses granted to the Designated Executives were
limited to two times target.
Bonuses for executive officers other than Designated Executives were
determined by a formula based on the financial performance of the Company as a
whole or the business unit to which an executive was assigned as well as the
achievement of individual and team goals. Financial performance measures were
based on the budgetary process, which permits adjustments from time to time to
take account of unusual items beyond the control of the Company or business
unit involved. For 1997, the Company-wide financial performance measure was an
earnings per share goal, and this applied to all executive officers with
corporate-wide responsibilities. The business unit financial measures were
sales and profit, and these applied to all officers with specific business
unit responsibilities.
Executive officers other than the Designated Executives were also assigned
threshold, target and maximum bonus award opportunities based on their grade
levels. Target award opportunities were set generally at the median of the
Comparison Group. If the Company or business unit exceeds its earnings per
share or sales and profit goals, above-target bonuses may be granted. If the
minimum financial goals are not met, bonuses, if any, may be below the target
level. Since during 1997 the Company exceeded its earnings per share goal and
most business units exceeded their sales and profit goals, EICP cash bonuses
for these executive officers were generally above target.
21
<PAGE>
As a separate grant outside the EICP Plan, the Board of Directors made
discretionary cash awards to the Designated Executives, approximating 11% of
their total cash bonuses, to recognize properly the contributions of these
executives to the Company's outstanding 1997 results. These efforts included
the successful launches of Colgate Total in the U.S. and Sorriso in Brazil,
record levels of cash generation, management's continued focus on expense
containment strategies and the Company's outstanding earnings per share growth
versus the Peer Group.
Total cash awards for all executive officers as a group exceeded median bonus
levels of the Comparison Group.
LONG TERM PERFORMANCE-BASED INCENTIVES
Colgate has two principal compensation vehicles for encouraging the long term
growth and performance of the Company. The first is stock options granted
under the Company's Stock Option Plans, and the second is restricted stock
awards under the Long Term Global Growth Program of the EICP Plan. In
addition, from time to time, stock options and restricted stock awards also
may be granted for special recognition and retention purposes.
THE 1997 STOCK OPTION PLAN
Under the Company's 1997 Stock Option Plan, stock options are generally
granted annually to executive officers. Guidelines for the size of annual
stock option awards are developed based on factors similar to those used to
determine salary and bonus, including a review of the practices of the
Comparison Group. Since the Company and the P&O Committee view the granting of
stock options as a way to obtain competitive compensation advantage, the
Company's strategy is to set target award levels at the 75th percentile of the
Comparison Group. Actual award grants may vary from the target based on
individual performance, business unit performance or the assumption of
increased responsibilities. In the event of poor corporate performance, the
P&O Committee may decide not to grant annual stock options. 1997 stock option
awards for executive officers as a group were below the Comparison Group
target award levels. However, as a result of the 1996 review of executive
compensation, the Company is gradually increasing annual stock option awards
to reach the Comparison Group target award levels in 1998. The amount and
terms of current stock holdings by executive officers did not influence grant
decisions.
Stock options during 1997 (other than options granted under the Accelerated
Ownership Feature described on page 12 in footnote 4 and those granted to the
Chief Executive Officer described below) were granted with an exercise price
equal to the market price of the Common Stock on the date of grant and have a
ten-year term. The annual stock option grants vest in equal annual
installments over three years. This approach is designed to motivate the
creation of stockholder value over the long term since the full benefit of the
stock option grant cannot be realized unless stock price appreciation occurs
over a number of years. In addition, the Accelerated Ownership Feature of the
Company's Stock Option Plans facilitates ownership and retention of Common
Stock by executive officers of the Company. Since its inception, the
Accelerated Ownership Feature has resulted in a significant increase in
ownership of Common Stock by executive officers of the Company.
THE LONG TERM GLOBAL GROWTH PROGRAM
Under the Long Term Global Growth Program, long term incentive awards for
Designated Executives are granted based on whether the Company achieves
targeted levels of growth in compounded global
22
<PAGE>
annual net sales and earnings per share over a three-year measurement period.
(For purposes of the Long Term Global Growth Program, during 1997 "Designated
Executives" also included Division Presidents.) For executive officers other
than Designated Executives, in addition to these financial measures,
supplemental measures relating to the Company's business fundamentals are
established from time to time and influence awards. The performance measures
may be adjusted for unusual items beyond the control of the Company.
Each year an executive officer is assigned a threshold, target and maximum
award opportunity that is realizable if the Company meets or exceeds specific
financial goals over the following three years. The target award opportunities
are set in dollars as a percentage of salary ranging from approximately the
median to the seventy-fifth percentile of the Comparison Group, except for the
Chief Executive Officer's target which is expressed as a specific number of
shares. At the end of the measurement period, awards are made in the form of
restricted stock based on the fair market value of the Common Stock on the
date the award is made. Grants of awards are subject to the discretion of the
P&O Committee. Once awarded after the three-year measurement period, the
restricted stock grants are subject to possible forfeiture for an additional
three year period if the executive's employment with the Company is terminated
during that time.
The P&O Committee granted restricted stock awards to executive officers other
than the Designated Executives under the Long Term Global Growth Program for
1997 based on compounded net sales and earnings per share growth over the 1995
through 1997 measurement period and supplemental measures established for the
same period. The supplemental measures were cash generation, marketing and
sales effectiveness and customer service. All such executives received an
above-target award.
Designated Executives received restricted stock awards under the Long Term
Global Growth Program for 1997 based on compounded net sales and earnings per
share growth over the 1995-1997 measurement period. As a separate grant, the
Board of Directors made discretionary restricted stock awards to the
Designated Executives in order to recognize properly the contributions of
these executives to the Company's outstanding 1997 results based on the
efforts described on page 22 above. In the case of Mr. Mark and several other
Designated Executives, the total of the restricted share grant under the Long
Term Global Growth Program and the separate grant of restricted shares was
below target. In other cases, the total was above target.
The amount and terms of current stock holdings by executive officers did not
influence grant decisions.
1997 CHIEF EXECUTIVE OFFICER COMPENSATION
The P&O Committee reviewed and recommended the overall compensation of Reuben
Mark, the Chairman and Chief Executive Officer of the Company, subject to the
approval of the directors of the Company other than Mr. Mark, all of whom are
non-management directors. As discussed in the Base Salary section above, the
midpoint of the salary range for executive officers is set at the median of
the Comparison Group, with salaries above the median available to exceptional
performers and key contributors to the success of the Company. In setting Mr.
Mark's 1997 base salary, the key factor the P&O Committee considered was the
finding of the 1996 executive compensation review that Mr. Mark's salary was
below the seventy-fifth percentile of the Comparison Group. Given Mr. Mark's
tenure as Chairman and Chief Executive Officer and the outstanding results
achieved during this period, the P&O Committee determined that Mr. Mark's
salary should be closer to the seventy-fifth percentile of
23
<PAGE>
the Comparison Group. Other factors included the Company's pre-established
guidelines for determining salary increases, the Company's success in
exceeding its sales and profit goals in 1996 and Mr. Mark's individual
performance and contributions to the continuing success and increased value of
the Company. During 1997, the P&O Committee increased Mr. Mark's salary by
11.8%. As a result, Mr. Mark's 1997 salary was set at approximately the
sixtieth percentile of the Comparison Group.
As discussed above in the Annual Cash Bonus section, the Chief Executive
Officer's annual EICP bonus is payable based upon the successful attainment of
specific performance measures established in advance by the P&O Committee,
subject to the P&O Committee's discretion to adjust the award downward. During
1997, the pre-established performance measure was an earnings per share goal.
Mr. Mark was awarded a total cash bonus of $2,724,055. Included in this award
are the formula-driven EICP bonus award and a separate, discretionary cash
award as discussed on page 22 above. Given the outstanding results achieved in
1997, total cash awards for the Chief Executive Officer and executive officers
as a group exceeded median bonus levels of the Comparison Group.
In 1997, the P&O Committee retained Towers Perrin to help design a new long
term incentive program for Mr. Mark for 1997 and beyond. This review was
initiated in 1997, one year earlier than originally anticipated, following the
results of the 1996 executive compensation review which showed that Mr. Mark's
long term incentive compensation had fallen significantly below the median of
the Comparison Group. The P&O Committee approved a new program in 1997 that is
designed to give the Chief Executive Officer strong incentive to lead the
Company to achieve exceptional results. The program is structured to provide a
substantial benefit to Mr. Mark if the performance of the Company is
outstanding, but a modest benefit or no benefit at all if the Company's
performance is average or below average.
Under the new program, Mr. Mark received a multi-year grant of "above-market"
stock options intended to cover grants that might otherwise have been made
during the seven years from 1997 to 2003. Options on 2,600,000 shares were
granted, all at prices above the market price of the Common Stock on the date
of grant (November 7, 1997). The premium exercise price and vesting schedule
for the options are as follows:
<TABLE>
<CAPTION>
NUMBER OF OPTIONS PREMIUM EXERCISE PRICE VESTING SCHEDULE
----------------- ---------------------- -----------------------
<S> <C> <C>
50% on date of grant
260,000................... 10% above market price 50% on November 7, 1998
50% on date of grant
260,000................... 20% above market price 50% on November 7, 1999
50% on date of grant
260,000................... 30% above market price 50% on November 7, 2000
50% on date of grant
260,000................... 40% above market price 50% on November 7, 2001
50% on date of grant
260,000................... 50% above market price 50% on November 7, 2002
50% on date of grant
1,300,000................... 70% above market price 50% on November 7, 2002
</TABLE>
24
<PAGE>
For these options to result in gains for Mr. Mark, the stock price must grow
in excess of the applicable price premium during the term of the options. The
term of the options is ten years, but will expire at the end of five years
from the date of grant if at any point during this period the closing price of
the Common Stock has not reached or exceeded a 50% premium over the market
price on the date the options were granted. The option term is again subject
to early expiration at the end of seven years from the date of grant if at any
point during this period the Common Stock closing price has not reached or
exceeded a 70% premium over the market price on the date of grant.
As part of the new long term incentive program developed for Mr. Mark, the P&O
Committee also approved Mr. Mark's continuing participation in the Company's
Long Term Global Growth Program described below.
Mr. Mark's target award opportunity under this program was 48,600 shares for
the measurement period 1995-1997. As discussed above in the Long Term Global
Growth Program section, the P&O Committee granted restricted stock awards to
executive officers under the Long Term Global Growth Program for 1997 based on
compounded net sales and earnings per share growth over the 1995 through 1997
measurement period. The Chief Executive Officer and all Designated Executives
received an award below target based on this pre-established formula. Mr. Mark
was granted 33,777 restricted shares for the 1995-1997 measurement period,
below his target of 48,600. As a separate grant, the Board of Directors
granted Mr. Mark 8,900 additional restricted shares in order to recognize
properly his contribution to the Company's outstanding 1997 results. The sum
of Mr. Mark's restricted share grant under the Long Term Global Growth Program
and the separate grant of restricted shares was also below his target.
In summary, the P&O Committee believes that executive performance
significantly influences Company performance. Therefore the P&O Committee's
approach to executive compensation is guided by the principle that executives
should have the potential for increased earnings when performance objectives
are exceeded, provided that there is appropriate downside risk if performance
targets are not met.
The foregoing report has been furnished by Mrs. Conway (Chair) and Messrs.
Ferguson, Johnson, Kendall and Lewis.
STOCK PRICE PERFORMANCE GRAPHS
The graphs on the following page compare cumulative total stockholder returns
on the Common Stock against the S&P Composite-500 Stock Index and a Peer Group
index for a ten-year and a five-year period each ending December 31, 1997.
25
<PAGE>
10 Year Stock Price Performance Graph
[Colgate-Palmolive Peer Group S&P 500]
[GRAPH APPEARS HERE]
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997
Colgate-Palmolive 100 124 173 206 281 327 375 391 445 598 970
Peer Group 100 108 152 160 198 214 229 262 340 450 634
S&P 500 100 117 154 149 194 209 230 233 321 394 526
</TABLE>
5 Year Stock Price Performance Graph
[Colgate-Palmolive Peer Group S&P 500]
[GRAPH APPEARS HERE]
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
1992 1993 1994 1995 1996 1997
Colgate-Palmolive 100 115 120 136 183 296
Peer Group 100 107 123 159 211 297
S&P 500 100 110 112 153 189 252
</TABLE>
26
<PAGE>
The 1997 return for the Common Stock shown on these graphs is based on a
closing price per share as of December 31, 1997 of $73.50; as of the date of
this proxy statement's printing, March 19, 1998, the closing price per share
of the Common Stock was $85.1875.
The companies included in the Peer Group index compete with the Company in one
or more of its primary businesses and are the same as included in last year's
proxy statement. The companies are as follows: Avon Products, Inc., Clorox
Company, Dow Chemical Company (Dow Brands), Gillette Company, Ralston Purina
Company (Pet Foods Division), The Procter & Gamble Company, Quaker Oats
Company (Pet Foods Division) and Unilever N.V. The Comparison Group discussed
in the P&O Committee Report earlier in this proxy statement includes other
industrial companies and consumer products companies for reasons discussed in
the report.
2. APPROVAL OF SELECTION OF AUDITORS
The Board of Directors, on the recommendation of the Audit Committee, has
selected Arthur Andersen LLP as auditors for the year ending December 31,
1998. Arthur Andersen LLP has audited the accounts of the Company since its
incorporation. The Board of Directors considers it desirable to continue the
services of Arthur Andersen LLP. Representatives of Arthur Andersen LLP are
expected to be present at the meeting. They will have the opportunity to make
a statement and will be available to respond to questions. If the stockholders
should fail to approve the selection of auditors, auditors will be designated
by the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE SELECTION OF
ARTHUR ANDERSEN LLP AS AUDITORS.
FUTURE STOCKHOLDER PROPOSALS
Stockholder proposals for inclusion in the proxy materials relating to the
1999 Annual Meeting of Stockholders must be received by the Company no later
than November 24, 1998.
OTHER BUSINESS
Management has no present intention of submitting any matters to the meeting
other than those set forth above. It knows of no additional matters that will
be presented by others. However, with respect to any other business that may
come before the meeting, the persons designated in the enclosed proxy will
vote in accordance with their best judgment.
By order of the Board of Directors.
Andrew D. Hendry
Senior Vice President, General Counsel and Secretary
27
<PAGE>
[COLGATE-PALMOLIVE COMPANY--LOGO]
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS AND PROXY STATEMENT
[LOGO] Printed on Recycled Paper
<PAGE>
- --------------------------------------------------------------------------------
PROXY
COLGATE-PALMOLIVE COMPANY
300 Park Avenue, New York, NY 10022
Proxy Solicited by the Board of Directors
for Annual Meeting on May 7, 1998
The undersigned hereby appoints as proxies, with full power of substitution to
each, REUBEN MARK, JILL K. CONWAY and HOWARD B. WENTZ, JR. (the Proxy Committee)
to vote as designated on the reverse side all shares which the undersigned would
be entitled to vote at the annual meeting of stockholders of the Company to be
held at New York, New York on May 7, 1998 or at any adjournments thereof. Action
hereunder may be taken by a majority of said proxies or their substitutes who
are present or if only one be present, then by that one.
Election of Directors, Nominees:
J.K. Conway, R.E. Ferguson,
E.M. Hancock, D.W. Johnson, J.P. Kendall,
R.J. Kogan, D.E. Lewis, R. Mark,
H.B. Wentz, Jr.
You are encouraged to specify your choices by marking the appropriate boxes, SEE
REVERSE SIDE, but you need not mark any boxes if you wish to vote in accordance
with the Board of Directors' recommendations. The Proxy Committee cannot vote
your shares unless you sign and return this card.
(Continued and to be signed on other side.)
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
|X| Please mark your | 0124
votes as in this
example.
This proxy when properly executed will be voted in the manner directed
herein. If no direction is made, this proxy will be voted in accordance with the
Board's recommendations.
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR Items 1 and 2.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FOR WITHHELD FOR AGAINST ABSTAIN
<S> <C>
1. Election of |_| |_| 2. Approve selection |_| |_| |_|
Directors. of Arthur Andersen
(see reverse) LLP as Auditors.
FOR, except vote withheld from the following nominee(s):
_________________________________________________________
----------------------------------------------------
In its discretion, the Proxy Committee is
authorized to vote upon such other business as may
properly come before the meeting.
----------------------------------------------------
NOTE: Please sign exactly as name appears hereon.
Joint owners should each sign. When signing as
attorney, executor, administrator, trustee or
guardian, please give full title as such.
----------------------------------------------------
----------------------------------------------------
SIGNATURE(S) DATE
</TABLE>
- --------------------------------------------------------------------------------
[UP ARROW] FOLD AND DETACH HERE [UP ARROW]
ANNUAL MEETING
OF
COLGATE-PALMOLIVE COMPANY STOCKHOLDERS
Thursday, May 7, 1998
Marriott Marquis
10:00 a.m.
Broadway Ballroom
1535 Broadway
(45th Street and Broadway)
New York, NY
o Your vote is important to us. Please detach the above proxy, sign the card
and insert it in the enclosed envelope at your earliest convenience.
Further, be advised that your vote is held in confidence by our outside
tabulator, First Chicago Trust Company of New York.
o If you intend to attend the meeting, please fill out and mail separately
the enclosed ticket request.
<PAGE>
- --------------------------------------------------------------------------------
COLGATE-PALMOLIVE, S.A. DE C.V.
RETIREMENT/PENSION PLAN
AND SENIORITY PREMIUM
To: Plan Participants
As a participant in the above Plan, you may direct the manner in which
shares of Company Common Stock allocable to your interest in the funds
established under such Plan shall be voted by the Trustee at the annual meeting
of stockholders to be held at New York, New York on May 7, 1998 or at any
adjournments thereof.
Election of Directors, Nominees:
J.K. Conway, R.E. Ferguson,
E.M. Hancock, D.W. Johnson,
J.P. Kendall, R.J. Kogan, D.E. Lewis,
R. Mark, H.B. Wentz, Jr.
You are encouraged to specify your choices by marking the appropriate boxes, SEE
REVERSE SIDE, but you need not mark any boxes if you wish to vote in accordance
with the Board of Directors' recommendations. If a signed card is not returned,
shares allocable to your interest in the Plan may be voted in the same
proportion as shares for which instruction cards are received.
(Continued and to be signed on other side.)
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
|X| Please mark your | 0935
votes as in this
example.
This proxy when properly executed will be voted in the manner directed
herein. If no direction is made, this proxy will be voted in accordance with the
Board's recommendations.
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR Items 1 and 2.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FOR WITHHELD FOR AGAINST ABSTAIN
<S> <C>
1. Election of |_| |_| 2. Approve selection |_| |_| |_|
Directors. of Arthur Andersen
(see reverse) LLP as Auditors.
FOR, except vote withheld from the following nominee(s):
_________________________________________________________
----------------------------------------------------
If voting by proxy, the Trustee is directed to
authorize the Proxy Committee to vote, in its
discretion, upon such other business as may
properly come before the meeting.
----------------------------------------------------
NOTE: Please sign exactly as name appears hereon.
Joint owners should each sign. When signing as
attorney, executor, administrator, trustee or
guardian, please give full title as such.
----------------------------------------------------
----------------------------------------------------
SIGNATURE(S) DATE
</TABLE>
- --------------------------------------------------------------------------------
[UP ARROW] FOLD AND DETACH HERE [UP ARROW]
<PAGE>
- --------------------------------------------------------------------------------
COLGATE-PALMOLIVE GERMANY
STOCK/SAVINGS PLAN
To: Plan Participants
As a participant in the above Plan, you may direct the manner in which
shares of Company Common Stock allocable to your interest in the funds
established under such Plan shall be voted by the Trustee at the annual meeting
of stockholders to be held at New York, New York on May 7, 1998 or at any
adjournments thereof.
Election of Directors, Nominees:
J.K. Conway, R.E. Ferguson,
E.M. Hancock, D.W. Johnson,
J.P. Kendall, R.J. Kogan, D.E. Lewis,
R. Mark, H.B. Wentz, Jr.
You are encouraged to specify your choices by marking the appropriate boxes, SEE
REVERSE SIDE, but you need not mark any boxes if you wish to vote in accordance
with the Board of Directors' recommendations. If a signed card is not returned,
shares allocable to your interest in the Plan may be voted in the same
proportion as shares for which instruction cards are received.
(Continued and to be signed on other side.)
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
|X| Please mark your | 1956
votes as in this
example.
This proxy when properly executed will be voted in the manner directed
herein. If no direction is made, this proxy will be voted in accordance with the
Board's recommendations.
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR Items 1 and 2.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FOR WITHHELD FOR AGAINST ABSTAIN
<S> <C>
1. Election of |_| |_| 2. Approve selection |_| |_| |_|
Directors. of Arthur Andersen
(see reverse) LLP as Auditors.
FOR, except vote withheld from the following nominee(s):
_________________________________________________________
----------------------------------------------------
If voting by proxy, the Trustee is directed to
authorize the Proxy Committee to vote, in its
discretion, upon such other business as may
properly come before the meeting.
----------------------------------------------------
NOTE: Please sign exactly as name appears hereon.
Joint owners should each sign. When signing as
attorney, executor, administrator, trustee or
guardian, please give full title as such.
----------------------------------------------------
----------------------------------------------------
SIGNATURE(S) DATE
</TABLE>
- --------------------------------------------------------------------------------
[UP ARROW] FOLD AND DETACH HERE [UP ARROW]
<PAGE>
- --------------------------------------------------------------------------------
COLGATE-PALMOLIVE U.K.
STOCK/SAVINGS PLAN
To: Plan Participants
As a participant in the above Plan, you may direct the manner in which
shares of Company Common Stock allocable to your interest in the funds
established under such Plan shall be voted by the Trustee/Custodian at the
annual meeting of stockholders to be held at New York, New York on May 7, 1998
or at any adjournments thereof.
Election of Directors, Nominees:
J.K. Conway, R.E. Ferguson,
E.M. Hancock, D.W. Johnson,
J.P. Kendall, R.J. Kogan, D.E. Lewis,
R. Mark, H.B. Wentz, Jr.
You are encouraged to specify your choices by marking the appropriate boxes, SEE
REVERSE SIDE, but you need not mark any boxes if you wish to vote in accordance
with the Board of Directors' recommendations. If a signed card is not returned,
shares allocable to your interest in the Plan will not be voted.
(Continued and to be signed on other side.)
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
|X| Please mark your | 1957
votes as in this
example.
This proxy when properly executed will be voted in the manner directed
herein. If no direction is made and this proxy is executed and returned, this
proxy will be voted by the Trustee/Custodian in accordance with the Board's
recommendations.
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR Items 1 and 2.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FOR WITHHELD FOR AGAINST ABSTAIN
<S> <C>
1. Election of |_| |_| 2. Approve selection |_| |_| |_|
Directors. of Arthur Andersen
(see reverse) LLP as Auditors.
FOR, except vote withheld from the following nominee(s):
_________________________________________________________
----------------------------------------------------
If voting by proxy, the Trustee is directed to
authorize the Proxy Committee to vote, in its
discretion, upon such other business as may
properly come before the meeting.
----------------------------------------------------
NOTE: Please sign exactly as name appears hereon.
Joint owners should each sign. When signing as
attorney, executor, administrator, trustee or
guardian, please give full title as such.
----------------------------------------------------
----------------------------------------------------
SIGNATURE(S) DATE
</TABLE>
- --------------------------------------------------------------------------------
[UP ARROW] FOLD AND DETACH HERE [UP ARROW]
<PAGE>
- --------------------------------------------------------------------------------
COLGATE-PALMOLIVE PHILS., INC.
STOCK/SAVINGS PLAN
To: Plan Participants
As a participant in the above Plan, you may direct the manner in which
shares of Company Common Stock allocable to your interest in Funds "C" and "D"
of the CPPI Employees' Retirement Plan shall be voted by the Trustee/Custodian
at the annual meeting of stockholders to be held at New York, New York on May 7,
1998 or at any adjournments thereof.
Election of Directors, Nominees:
J.K. Conway, R.E. Ferguson,
E.M. Hancock, D.W. Johnson,
J.P. Kendall, R.J. Kogan, D.E. Lewis,
R. Mark, H.B. Wentz, Jr.
You are encouraged to specify your choices by marking the appropriate boxes, SEE
REVERSE SIDE, but you need not mark any boxes if you wish to vote in accordance
with the Board of Directors' recommendations. If a signed card is not returned,
shares allocable to your interest in the Plan will be voted by the Custodian in
accordance with the instructions of the Trustee.
(Continued and to be signed on other side.)
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
|X| Please mark your | 1958
votes as in this
example.
This proxy when properly executed will be voted in the manner directed
herein. If no direction is made and this proxy is executed and returned, this
proxy will be voted by the Trustee/ Custodian in accordance with the Board's
recommendations.
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR Items 1 and 2.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FOR WITHHELD FOR AGAINST ABSTAIN
<S> <C>
1. Election of |_| |_| 2. Approve selection |_| |_| |_|
Directors. of Arthur Andersen
(see reverse) LLP as Auditors.
FOR, except vote withheld from the following nominee(s):
_________________________________________________________
----------------------------------------------------
If voting by proxy, the Trustee is directed to
authorize the Proxy Committee to vote, in its
discretion, upon such other business as may
properly come before the meeting.
----------------------------------------------------
NOTE: Please sign exactly as name appears hereon.
Joint owners should each sign. When signing as
attorney, executor, administrator, trustee or
guardian, please give full title as such.
----------------------------------------------------
----------------------------------------------------
SIGNATURE(S) DATE
</TABLE>
- --------------------------------------------------------------------------------
[UP ARROW] FOLD AND DETACH HERE [UP ARROW]
<PAGE>
- --------------------------------------------------------------------------------
COLGATE-PALMOLIVE COMPANY
EMPLOYEES SAVINGS AND INVESTMENT PLAN
To: Plan Participants
As a participant in the above Plan, you may direct the manner in which
shares of Company Common Stock and/or Convertible Preference Stock allocable to
your interest in the Trust Funds established under such Plan shall be voted by
the appropriate Trustee at the annual meeting of stockholders to be held at New
York, New York on May 7, 1998 or at any adjournments thereof.
Election of Directors, Nominees:
J.K. Conway, R.E. Ferguson,
E.M. Hancock, D.W. Johnson, J.P. Kendall,
R.J. Kogan, D.E. Lewis, R. Mark,
H.B. Wentz, Jr.
You are encouraged to specify your choices by marking the appropriate boxes, SEE
REVERSE SIDE, but you need not mark any boxes if you wish to vote in accordance
with the Board of Directors' recommendations. If a signed card is not returned,
shares allocable to your interest in the Plan will be voted in the same
proportion as shares for which instruction cards are received.
(Continued and to be signed on other side.)
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
|X| Please mark your | 4061
votes as in this
example.
This proxy when properly executed will be voted in the manner directed
herein. If no direction is made, this proxy will be voted in accordance with the
Board's recommendations.
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR Items 1 and 2.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FOR WITHHELD FOR AGAINST ABSTAIN
<S> <C>
1. Election of |_| |_| 2. Approve selection |_| |_| |_|
Directors. of Arthur Andersen
(see reverse) LLP as Auditors.
FOR, except vote withheld from the following nominee(s):
_________________________________________________________
----------------------------------------------------
If voting by proxy, the Trustee is directed to
authorize the Proxy Committee to vote, in its
discretion, upon such other business as may
properly come before the meeting.
----------------------------------------------------
NOTE: Please sign exactly as name appears hereon.
Joint owners should each sign. When signing as
attorney, executor, administrator, trustee or
guardian, please give full title as such.
----------------------------------------------------
----------------------------------------------------
SIGNATURE(S) DATE
</TABLE>
- --------------------------------------------------------------------------------
[UP ARROW] FOLD AND DETACH HERE [UP ARROW]
ANNUAL MEETING
OF
COLGATE-PALMOLIVE COMPANY STOCKHOLDERS
Thursday, May 7, 1998
Your vote is important to us. Please detach the above proxy, sign the card and
insert it in the enclosed envelope at your earliest convenience. Further, be
advised that your vote is held in confidence by our outside tabulator, First
Chicago Trust Company of New York.
<PAGE>
- --------------------------------------------------------------------------------
COLGATE-PALMOLIVE FRANCE
STOCK/SAVINGS PLAN
To: Plan Participants
As a participant in the above Plan, you may direct the manner in which
shares of Company Common Stock allocable to your interest in the funds
established under such Plan shall be voted by the Trustee at the annual meeting
of stockholders to be held at New York, New York on May 7, 1998 or at any
adjournments thereof.
Election of Directors, Nominees:
J.K. Conway, R.E. Ferguson,
E.M. Hancock, D.W. Johnson,
J.P. Kendall, R.J. Kogan, D.E. Lewis,
R. Mark, H.B. Wentz, Jr.
You are encouraged to specify your choices by marking the appropriate boxes, SEE
REVERSE SIDE, but you need not mark any boxes if you wish to vote in accordance
with the Board of Directors' recommendations. If a signed card is not returned,
shares allocable to your interest in the Plan may be voted in the same
proportion as shares for which instruction cards are received.
(Continued and to be signed on other side.)
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
|X| Please mark your | 5605
votes as in this
example.
This proxy when properly executed will be voted in the manner directed
herein. If no direction is made, this proxy will be voted in accordance with the
Board's recommendations.
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR Items 1 and 2.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FOR WITHHELD FOR AGAINST ABSTAIN
<S> <C>
1. Election of |_| |_| 2. Approve selection |_| |_| |_|
Directors. of Arthur Andersen
(see reverse) LLP as Auditors.
FOR, except vote withheld from the following nominee(s):
_________________________________________________________
----------------------------------------------------
If voting by proxy, the Trustee is directed to
authorize the Proxy Committee to vote, in its
discretion, upon such other business as may
properly come before the meeting.
----------------------------------------------------
NOTE: Please sign exactly as name appears hereon.
Joint owners should each sign. When signing as
attorney, executor, administrator, trustee or
guardian, please give full title as such.
----------------------------------------------------
----------------------------------------------------
SIGNATURE(S) DATE
</TABLE>
- --------------------------------------------------------------------------------
[UP ARROW] FOLD AND DETACH HERE [UP ARROW]
<PAGE>
- --------------------------------------------------------------------------------
COLGATE-PALMOLIVE PR
SAVINGS AND INVESTMENT PLAN
To: Plan Participants
As a participant in the above Plan, you may direct the manner in which
shares of Company Common Stock allocable to your interest in the
Colgate-Palmolive Stock Fund established under such Plan shall be voted by the
Trustee at the annual meeting of stockholders to be held at New York, New York
on May 7, 1998 or at any adjournments thereof.
Election of Directors, Nominees:
J.K. Conway, R.E. Ferguson,
E.M. Hancock, D.W. Johnson,
J.P. Kendall, R.J. Kogan, D.E. Lewis,
R. Mark, H.B. Wentz, Jr.
You are encouraged to specify your choices by marking the appropriate boxes, SEE
REVERSE SIDE, but you need not mark any boxes if you wish to vote in accordance
with the Board of Directors' recommendations. If a signed card is not returned,
shares allocable to your interest in the Colgate-Palmolive Stock Fund will be
voted in the same proportion as shares for which instruction cards are received.
(Continued and to be signed on other side.)
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
|X| Please mark your | 5607
votes as in this
example.
This proxy when properly executed will be voted in the manner directed
herein. If no direction is made, this proxy will be voted in accordance with the
Board's recommendations.
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR Items 1 and 2.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FOR WITHHELD FOR AGAINST ABSTAIN
<S> <C>
1. Election of |_| |_| 2. Approve selection |_| |_| |_|
Directors. of Arthur Andersen
(see reverse) LLP as Auditors.
FOR, except vote withheld from the following nominee(s):
_________________________________________________________
----------------------------------------------------
If voting by proxy, the Trustee is directed to
authorize the Proxy Committee to vote, in its
discretion, upon such other business as may
properly come before the meeting.
----------------------------------------------------
NOTE: Please sign exactly as name appears hereon.
Joint owners should each sign. When signing as
attorney, executor, administrator, trustee or
guardian, please give full title as such.
----------------------------------------------------
----------------------------------------------------
SIGNATURE(S) DATE
</TABLE>
- --------------------------------------------------------------------------------
[UP ARROW] FOLD AND DETACH HERE [UP ARROW]
