<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment No. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_]Confidential, for Use of the
[_]Preliminary Proxy Statement Commission Only (as Permitted by
Rule 14a-6(e)(2))
[X]Definitive Proxy Statement
[_]Definitive Additional Materials
[_]Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
COLGATE-PALMOLIVE COMPANY
-----------------------------------------------------
(Name of Registrant as Specified In Its Charter)
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:
Notes:
<PAGE>
[LOGO OF COLGATE-PALMOLIVE COMPANY]
March 27, 2000
Dear Fellow Colgate Stockholder:
You are cordially invited to attend our Annual Meeting of Stockholders on
Tuesday, May 9, 2000, 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.
At the meeting, we will ask you to elect eight directors and ratify the
selection of auditors. We will also review the progress of the Company during
the past year and answer your questions.
This booklet includes the Notice of Annual Meeting and Proxy Statement. The
Proxy Statement describes the business we will conduct at the meeting and
provides information about the Company that you should consider when you vote
your shares.
It is important that your stock be represented at the meeting. Whether or
not you plan to attend the meeting in person, we hope that you will vote on the
matters to be considered by completing and mailing the enclosed proxy card in
the return envelope.
Very truly yours,
/s/ Reuben Mark /s/ Bill Shanahan
Reuben Mark William S. Shanahan
Chairman of the Board and President and Chief
Chief Executive Officer Operating Officer
<PAGE>
[LOGO OF COLGATE-PALMOLIVE COMPANY]
March 27, 2000
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The 2000 Annual Meeting of Stockholders of Colgate-Palmolive Company will be
held in the Broadway Ballroom of the Marriott Marquis Hotel, 1535 Broadway,
between 45th and 46th Streets, New York, New York 10036, on Tuesday, May 9,
2000, at 10:00 a.m., for the following purposes:
1. To elect the Board of Directors;
2. To ratify the selection of Arthur Andersen LLP as the Company's
independent public accountants for 2000; and
3. To consider and act upon such other business as may properly come before
the meeting.
Stockholders of record at the close of business on March 10, 2000 are
entitled to vote at the Annual Meeting.
Your vote is important. Please complete and mail the enclosed proxy card to
us in the return envelope, which requires no postage if mailed in the United
States. Mailing us your proxy card will not limit your right to vote in person
or to attend the meeting.
Andrew D. Hendry
Senior Vice President, General Counsel and Secretary
Colgate-Palmolive Company
300 Park Avenue
New York, New York 10022
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
VOTING PROCEDURES 1
GOVERNANCE OF THE COMPANY 4
The Board of Directors 4
Committees of the Board of Directors 7
Compensation of Directors 8
STOCK OWNERSHIP 10
Stock Ownership of Directors and Executive Officers 10
Compliance with Section 16(a) Beneficial Ownership Reporting 11
STOCK PRICE PERFORMANCE GRAPHS 11
EXECUTIVE COMPENSATION 14
Summary Compensation Table 14
Stock Options 17
Retirement Plan 19
Executive Severance Plan and Other Arrangements 21
Compensation Committee Interlocks and Insider Participation 22
P&O Committee Report on Executive Compensation 23
PROPOSALS REQUIRING YOUR VOTE 29
Proposal 1: Election of Directors 29
Proposal 2: Ratification of Selection of Auditors 29
OTHER INFORMATION 29
Future Stockholder Proposals 29
Nominations for Director 30
Cost and Methods of Soliciting Proxies 30
Other Business 30
APPENDIX A A-1
</TABLE>
i
<PAGE>
PROXY STATEMENT
Colgate-Palmolive Company (referred to in this Proxy Statement as "we" or
"the Company") is sending you this Proxy Statement in connection with the
solicitation by the Board of Directors of proxies to be voted at the 2000
Annual Meeting of Stockholders.
We are mailing this Proxy Statement, a proxy card and the 1999 Annual Report
of Colgate-Palmolive Company to stockholders beginning March 27, 2000. Although
the Annual Report is being mailed with the Proxy Statement, it is not part of
the proxy-soliciting material.
VOTING PROCEDURES
Who Can Vote
The Company has three classes of voting stock: Common Stock, $4.25 Preferred
Stock and Series B Convertible Preference Stock. If you were the record owner
of any of these classes of stock on March 10, 2000, the record date for voting
at the Annual Meeting, then you are entitled to vote at the meeting.
Determining the Number of Votes You Have
Your proxy card indicates the number of shares of each class of stock that
you own. Each share of Common Stock and $4.25 Preferred Stock has one vote, and
each share of Series B Convertible Preference Stock has eight votes.
How to Vote
You can vote your shares in two ways: either by using the enclosed proxy
card or by voting in person at the Annual Meeting by written ballot. Each of
these procedures is more fully explained below. Even if you plan to attend the
meeting, the Board of Directors recommends that you vote by proxy.
Voting by Proxy
Because many stockholders cannot attend the Annual Meeting in person, it is
necessary that a large number of stockholders be represented by proxy. To vote
your shares by proxy, complete and return the enclosed proxy card to us before
May 9, 2000, the date of the Annual Meeting. We will vote your shares as you
direct on your proxy card. You can specify on your proxy whether your shares
should be voted for all, some or none of the nominees for director. You can
also specify whether you approve, disapprove or abstain from voting on the
selection of Arthur Andersen LLP as the Company's independent auditors for
2000.
If you sign and return the proxy card but do not specify how to vote, we
will vote your shares in favor of our nominees for director and the
ratification of the selection of auditors.
1
<PAGE>
If any other matters are properly presented at the Annual Meeting for
consideration, the Company's directors named on your proxy card will have
discretion to vote for you on those matters. At the time this Proxy Statement
was printed, we knew of no other matters to be raised at the Annual Meeting.
Voting at the Annual Meeting
Written ballots will be available from the ushers at the Annual Meeting. If
your shares are held in the name of a bank, broker or other holder of record,
you must obtain a proxy, executed in your favor, from the holder of record to
be able to vote at the meeting. Voting by proxy will not limit your right to
vote at the Annual Meeting if you decide to attend in person. Of course, if you
send in your proxy card and also attend the meeting, there is no need to vote
again at the meeting unless you wish to change your vote.
Revocation of Proxies
You can revoke your proxy at any time before it is exercised at the Annual
Meeting by taking any one of the following actions: (1) you can deliver a valid
proxy with a later date; (2) you can notify the Secretary of the Company in
writing that you have revoked your proxy (see address in the Notice of Annual
Meeting of Stockholders above); or (3) you can vote in person by written ballot
at the Annual Meeting.
Quorum
To carry on the business of the meeting, a minimum number of shares,
constituting a quorum, must be present. The quorum for the Annual Meeting is a
majority of the votes represented by the outstanding stock of the Company. This
majority may be present in person or by proxy. Abstentions and "broker non-
votes" (which are explained below) are counted as present to determine whether
there is a quorum.
Broker Non-Votes
A "broker non-vote" occurs when your broker submits a proxy for your shares
but does not indicate a vote for a particular proposal because the broker does
not have authority to vote on that proposal and has not received voting
instructions from you. "Broker non-votes" are not counted as no-votes or
abstentions nor are they counted to determine the number of votes present for
the proposal in question.
Under the rules of The New York Stock Exchange, if your broker holds shares
in your name and delivers this Proxy Statement to you, the broker is entitled
to vote your shares on Proposals 1 and 2 even if it does not receive
instructions from you.
2
<PAGE>
Required Vote
Proposal 1: Election of Directors. The eight nominees for director who
receive the most votes of all the votes cast for directors will be elected.
This means that if you do not vote for a particular nominee, or if you indicate
you want to withhold authority to vote for a particular nominee on your proxy
card, your vote will not count for or against the nominee.
Proposal 2: Ratification of Selection of Auditors. The affirmative vote of a
majority of the votes represented at the meeting, either in person or by proxy,
and entitled to vote on this proposal, is required to ratify the selection of
the auditors. This means that if you abstain from voting on the selection of
auditors, it will have the same effect as if you voted against this proposal.
Confidential Voting
All proxies, ballots and vote tabulations that identify stockholders are
confidential. The return envelope for your proxy card is addressed to an
independent tabulator, who will receive, inspect and tabulate the proxies. Your
vote will not be disclosed to anyone other than the independent tabulator
without your consent, except if proxies are being solicited for a change of
control of the Company or if doing so is necessary to meet legal requirements.
Voting by Employees Participating in the Colgate-Palmolive Savings and
Investment Plan
If you are a Colgate employee who participates in the Company's U.S. Savings
and Investment Plan, the trustee for the Plan will send you a voting
instruction card prior to the Annual Meeting. This card will indicate the
aggregate number of shares of Series B Convertible Preference Stock and Common
Stock credited to your account under the Savings and Investment Plan as of
March 10, 2000, the record date for voting at the meeting.
. If you sign and return the card on time, the trustee will vote the
shares as you have directed.
. If you do not return the card on time, the trustee will vote your shares
in the same proportion as the shares voted by employees who return their
cards to the trustee on time.
Voting by Employees Participating in a Global Stock Ownership Plan
If you are an employee who participates in one of our Global Stock Ownership
Plans, you will receive separate voting instructions from your local Human
Resources Department.
3
<PAGE>
GOVERNANCE OF THE COMPANY
The Board of Directors
The Board of Directors oversees the business, assets, affairs and
performance of the Company. In accordance with the Company's long-standing
practice, the Board of Directors is independent, consisting of a majority of
outside directors. Currently, the Board has eight directors, consisting of
seven outside, non-employee directors and one employee director, Reuben Mark,
who is the Chief Executive Officer of the Company.
The Board of Directors met ten times during 1999. On average, the directors
attended 94% of the meetings of the Board and the committees on which they
served in 1999. No director attended fewer than 75% of these meetings. The
outside directors met at least twice during 1999 without Mr. Mark present.
The name, age, principal occupation and length of service of each director,
together with certain other biographical information, is set forth below. Each
of the directors has been nominated for re-election at this year's Annual
Meeting. Delano E. Lewis is not a director nominee, having resigned from the
Board of Directors in December 1999 in order to accept the appointment as U.S.
Ambassador to South Africa.
Chairman and Chief Executive Officer of the Company. Mr.
Mark joined the Company in 1963 and has held a series of
significant positions in the United States and abroad. He
was appointed Vice President and General Manager of the
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 also a director of Citigroup, Pearson plc and Time
Warner, Inc.
Director since 1983
[PHOTO OF REUBEN MARK]
Reuben Mark, 61
Visiting Scholar, Program in Science, Technology and
Society, Massachusetts Institute of Technology since 1985.
Mrs. Conway was President of Smith College from 1975 to
1985. She was Vice President, Internal Affairs, University
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 University Board of Overseers and The
Conference Board and as a trustee of Hampshire College,
Northfield Mt. Hermon School and The Clarke School for the
Deaf. Mrs. Conway is a member of the boards of Lend Lease
International, of which she is the Chairman-elect, Merrill
Lynch & Co., Inc. and Nike, Inc. She is also a trustee of
Adelphi University, Mt. Holyoke College, The Knight
Foundation and The Kresge Foundation.
Director since 1984
[PHOTO OF JILL K. CONWAY]
Jill K. Conway, 65
4
<PAGE>
Chairman and Chief Executive Officer of General Re
Corporation since 1987. Mr. Ferguson has been with General
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 Insurance Service
Offices, Inc. and the Insurance Institute of America. He is
a Fellow of the Casualty Actuarial Society and the American
Academy of Actuaries.
Director since 1987
[PHOTO OF RONALD E. FERGUSON]
Ronald E. Ferguson, 58
President and Chief Executive Officer of Exodus
Communications, Inc., a computer network and Internet
systems company. From July 1996 to July 1997, Mrs. Hancock
was Executive Vice President, Research and 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 Board of
Directors of Aetna. She is also on the Board of Trustees of
Marist College.
Director since 1988
[PHOTO OF ELLEN M. HANCOCK]
Ellen M. Hancock, 56
Chairman Emeritus of Campbell Soup Company. Mr. Johnson
began his business career as a management trainee at
Colgate Australia in 1959 and received a series of
promotions at 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 Chairman of Campbell
Soup Company from 1993 to 1999 and was its President and
Chief Executive Officer from January 1990 to July 1997. Mr.
Johnson is a member of the Board of Directors of Duane
Reade, Inc. and serves on the Advisory Council for the
University of Notre Dame College of Business Administration
as well as the University of Chicago's Graduate School of
Business.
Director since 1991
[PHOTO OF DAVID W. JOHNSON]
David W. Johnson, 67
5
<PAGE>
Officer, Faneuil Hall Associates, Inc., a private investment
company, since 1973. Mr. Kendall is a former Chairman of
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
[PHOTO OF JOHN P. KENDALL]
John P. Kendall, 71
Chairman and Chief Executive Officer, Schering-Plough
Corporation. Mr. Kogan joined Schering-Plough as Executive
Vice President, Pharmaceutical Operations in 1982 and
became President and Chief Operating Officer in 1986,
President and Chief Executive Officer in 1996 and Chairman
and Chief Executive Officer in 1998. Mr. Kogan is also a
director of The Bank of New York Company. He serves on the
boards of St. Barnabas Corporation & Medical Center and New
York University, and is a member of the Business Round
Table and the Council on Foreign Relations.
Director since 1996
[PHOTO OF RICHARD J. KOGAN]
Richard J. Kogan, 58
Former Chairman of Tambrands Inc., June 1993 to September
1996. Prior to becoming Chairman, Mr. Wentz had been a
director of Tambrands. Previously, he was Chairman of
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
[PHOTO OF HOWARD B. WENTZ, JR.]
Howard B. Wentz, Jr., 70
6
<PAGE>
Committees of the Board of Directors
The Board of Directors has four standing committees: the Audit Committee,
the Committee on Directors, the Finance Committee and the Personnel and
Organization Committee (the "P&O Committee"). The members and responsibilities
of these committees are set forth below.
Committee Membership (* indicates Chair and ** indicates Deputy Chair)
<TABLE>
<S> <C> <C> <C>
Audit Committee Committee on Directors Finance Committee P&O Committee
- -------------------- ---------------------- -------------------- ------------------
Jill K. Conway Jill K. Conway Ronald E. Ferguson Jill K. Conway*
Ronald E. Ferguson* David W. Johnson* Ellen M. Hancock** Ronald E. Ferguson
Ellen M. Hancock John P. Kendall John P. Kendall David W. Johnson**
John P. Kendall** Howard B. Wentz, Jr. Richard J. Kogan John P. Kendall
Howard B. Wentz, Jr. Reuben Mark
Howard B. Wentz, Jr.*
</TABLE>
Audit Committee
The Audit Committee oversees management's fulfillment of its financial
reporting and disclosure responsibilities and its maintenance of an appropriate
internal control system. It also recommends the 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. All members
of the Audit Committee are non-employee directors.
The Audit Committee met three times during 1999. To ensure independence, the
Audit Committee also meets separately with the Company's independent public
accountants, internal auditor and other members of management.
The Audit Committee has a charter that specifies its responsibilities and
the Committee believes it fulfills its charter. The Board of Directors, upon
the recommendation of the Audit Committee, approved a new charter in response
to the audit committee requirements adopted by the Securities and Exchange
Commission and The New York Stock Exchange in December 1999. A copy of the
Audit Committee charter is attached to this Proxy Statement as Appendix A.
Committee on Directors
The Committee on Directors recommends nominees for the Board of Directors
and reviews 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. The
Committee on Directors met four times during 1999. All members of the Committee
on Directors are non-employee directors.
7
<PAGE>
Finance Committee
The Finance Committee oversees the financial policies and practices of the
Company, reviews the budgets of the Company and makes recommendations to the
Board on financial and strategic matters. It also oversees the Company's
finance, treasury and related functions. The Finance Committee met six times
during 1999. With the exception of Reuben Mark, all members of the Finance
Committee are non-employee directors.
Personnel and Organization Committee
The P&O Committee oversees the organizational, personnel, compensation and
benefits policies and practices of the Company. It reviews the compensation of
executive officers and recommends to the Board the compensation of the Chief
Executive Officer. It also administers the stock option plans of the Company,
the Executive Incentive Compensation Plan and the Executive Severance Plan and
oversees the Company's charitable giving and other social responsibility
programs. The P&O Committee met seven times during 1999. All members of the P&O
Committee are non-employee directors.
Compensation of Directors
In 1999, each non-employee director (that is, all directors except Mr. Mark)
received the following compensation:
<TABLE>
<C> <S>
Annual Fee 2,600 shares of Common Stock/1/
Meeting Fees $1,000 for each Board or committee meeting
attended
Committee Chairperson Fees $3,000 for the chair of each committee
$1,500 for the deputy chair of each committee
Stock Option Grant Options to purchase 4,000 shares of Common
Stock
Expenses and Benefits Reimbursement of travel and related expenses
incurred in attending meetings
Life and travel/accident insurance
Matching Gifts Program to schools and other
qualified organizations
</TABLE>
Mr. Mark does not receive any compensation or fees for serving on the Board
of Directors or any Board committee.
- --------
/1/The Director Pension Plan was terminated on December 31, 1996. An annual
grant of 500 shares of Common Stock under the Stock Plan for Non-Employee
Directors, effective as of January 1, 1997, replaced the benefits of the
Director Pension Plan. Directors who were then within five years of the
mandatory retirement age were eligible to elect to remain in the Director
Pension Plan. Mr. Kendall made this election and, as a result, in 1999 he
received 2,100 shares of Common Stock rather than 2,600 shares of Common
Stock.
8
<PAGE>
Deferral of Fees
Pursuant to the Stock Plan for Non-Employee Directors (the "Stock Plan"),
directors may elect to defer all or a part of their annual 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. The directors also may elect to receive cash in lieu of up to
25% of the shares of Common Stock granted and not deferred under the Stock Plan
solely for the purpose of satisfying related tax obligations.
Directors may also elect to defer all or a part of their cash compensation
for committee chairperson and attendance fees under the Restated and Amended
Deferred Compensation Plan for Non-Employee Directors. As with the Stock Plan,
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 after the retirement or
resignation of the director. Distributions are made in annual installments or
by lump sum.
The table included in "Stock Ownership of Directors and Executive Officers"
on page 10 includes information concerning directors who have elected to defer
their fees.
Election to Purchase Stock
Directors may elect to purchase Common Stock with all or a portion of their
cash compensation for committee chairperson and attendance fees. Shares of
Common Stock that represent committee chairperson fees are purchased at the
beginning of the year, and shares that represent attendance fees are purchased
after the end of the year. In both cases, directors purchase shares on the
third business day following the Company's annual public earnings release.
During 1999, Ellen M. Hancock purchased 422 shares of Common Stock, and David
W. Johnson purchased 446 shares of Common Stock using this procedure.
9
<PAGE>
STOCK OWNERSHIP
At the close of business on March 10, 2000, there were 577,531,964 shares of
Common Stock, 113,910 shares of $4.25 Preferred Stock and 5,397,907 shares of
Series B Convertible Preference Stock outstanding and entitled to vote.
Stock Ownership of Directors and Executive Officers
The following table shows the beneficial ownership of Common Stock and
Series B Convertible Preference Stock of each director, each of the Named
Officers appearing in the Summary Compensation Table on page 14 and the
directors and executive officers (including the Named Officers) as a group. No
director or executive officer owns any $4.25 Preferred Stock.
"Beneficial ownership" as used above means more than "ownership" as that
term is commonly used. For example, you "beneficially" own Colgate stock if you
hold it directly or if you have (or share) the power to vote or sell the stock
indirectly (for example, through a relationship, a position as a director or
trustee or a contract or understanding). Beneficial ownership also includes
shares you have the right to acquire within 60 days, for example, through the
exercise of a stock option.
<TABLE>
<CAPTION>
Common Stock
--------------------------------- Series B Convertible
Amount and Nature of Preference
Beneficial Ownership/1/,/2/ Stock (ESOP)
----------------------------------------------------------------
Name of Directly Exercisable Common Amount and Nature of
Beneficial Owner Owned/3/ Options/4/ Stock Units/5/ Beneficial Ownership/2/,/6/
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Reuben Mark 4,142,782 7,120,000 -- 4,250
- ------------------------------------------------------------------------------------------
William S. Shanahan 732,328 885,029 -- 2,829
- ------------------------------------------------------------------------------------------
Lois D. Juliber 289,240 426,434 -- 1,272
- ------------------------------------------------------------------------------------------
David A. Metzler 496,563 -- -- 2,730
- ------------------------------------------------------------------------------------------
Stephen C. Patrick 63,444 261,777 -- 1,386
- ------------------------------------------------------------------------------------------
Jill K. Conway 29,769 10,653 10,892 --
- ------------------------------------------------------------------------------------------
Ronald E. Ferguson/7/ 52,645 10,777 26,760 --
- ------------------------------------------------------------------------------------------
Ellen M. Hancock/8/ 25,186 15,735 11,355 --
- ------------------------------------------------------------------------------------------
David W. Johnson 27,990 19,999 6,218 --
- ------------------------------------------------------------------------------------------
John P. Kendall/9/ 652,398 19,999 21,129 --
- ------------------------------------------------------------------------------------------
Richard J. Kogan 15,312 11,999 -- --
- ------------------------------------------------------------------------------------------
Howard B. Wentz, Jr./10/ 60,860 11,491 16,313 --
- ------------------------------------------------------------------------------------------
All directors and
executive officers
as a group (25 persons) 8,580,679 10,523,310 92,667 35,660
- ------------------------------------------------------------------------------------------
</TABLE>
/1/Information about Common Stock holdings is as of March 10, 2000, except for
shares held in the Savings and Investment Plan, which are shown as of March
7, 2000. Unless stated otherwise in these footnotes, each person named in the
table owns his or her shares directly and has sole voting and investment
power over such shares.
/2/Each person named in the table owns less than 1% of the outstanding Common
Stock and Series B Convertible Preference Stock, except for Mr. Mark, who
owns 1.93% of the outstanding Common Stock. The directors and executive
officers as a group own 3.25% of the outstanding Common Stock and less than
1% of the outstanding Series B Convertible Preference Stock.
(Footnotes continue on following page.)
10
<PAGE>
/3/This column includes shares of restricted stock that were outstanding as of
December 31, 1999 and that vested on March 1, 2000.
/4/As of March 10, 2000, the record date for the Annual Meeting, a total of
38,354,316 options were outstanding under the Company's stock option plans
and 31,115,137 shares were available for future grants.
/5/Includes Common Stock units credited to one or more of the following
accounts: (i) a deferred account under the Stock Plan for Non-Employee
Directors; (ii) a deferred account under the Restated and Amended Deferred
Compensation Plan for Non-Employee Directors; or (iii) an account
representing the accrued value under the Director Pension Plan that was
terminated as of December 31, 1996. In each case, the holder of Common Stock
units has no voting or investment power over such units.
/6/Information about holdings of Series B Convertible Preference Stock is as of
March 7, 2000. The Company issues Series B Convertible Preference Stock to a
trustee acting on behalf of the Company's Savings and Investment Plan.
Employees who participate in this plan, including the Named Officers
appearing in the table above, have sole voting power over such shares,
subject to the right of the plan trustee to vote shares if a participant
fails to do so. Participants have no investment power over such shares until
they are distributed or diversified at the participant's election in
accordance with the terms of the plan.
/7/In the ordinary course of business, General Re Corporation, its subsidiaries
and its parent company, Berkshire Hathaway, Inc., make portfolio investments
and may from time to time hold securities of the Company. Mr. Ferguson,
Chairman and Chief Executive Officer of General Re Corporation, disclaims any
beneficial ownership of these securities.
/8/Mrs. Hancock's holdings include 800 shares of Common Stock owned jointly
with her spouse.
/9/Mr. Kendall's holdings do not include 10,000 shares of Common Stock held by
his spouse, as to which he disclaims beneficial ownership.
/10/Mr. Wentz's holdings do not include 1,200 shares of Common Stock held by
his spouse, as to which he disclaims beneficial ownership.
Compliance with Section 16(a) Beneficial Ownership Reporting
The Securities Exchange Act of 1934 requires the Company's directors,
executive officers and any persons owning more than 10% of a class of the
Company's stock to file reports with the Securities and Exchange Commission and
The New York Stock Exchange regarding their ownership of the Company's stock
and any changes in such ownership. Based on our review of copies of these
reports and certifications given to us, we believe that the Company's executive
officers and directors complied with their filing requirements for 1999.
STOCK PRICE PERFORMANCE GRAPHS
The graphs shown on the following page compare cumulative total stockholder
returns on the Common Stock against the S&P Composite-500 Stock Index and a
peer company index for a ten-year period and a five-year period each ending
December 31, 1999.
11
<PAGE>
TEN YEAR STOCK PRICE PERFORMANCE GRAPH
[GRAPH]
1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
Colgate-Palmolive 100 120 163 190 217 227 258 347 562 720 1020
S&P 500 100 97 126 136 150 152 209 257 342 440 533
Peer Group 100 119 147 158 170 192 254 340 482 570 541
FIVE YEAR STOCK PRICE PERFORMANCE GRAPH
[GRAPH]
1994 1995 1996 1997 1998 1999
Colgate-Palmolive 100 114 153 248 317 450
S&P 500 100 138 169 226 290 351
Peer Group 100 132 177 251 297 282
12
<PAGE>
The 1999 return for the Common Stock shown on these graphs is based on a
closing price per share on December 31, 1999 of $65.00.
The companies included in the peer company index compete with the Company in
one or more of its primary businesses. The companies are as follows: Avon
Products, Inc., Clorox Company, Gillette Company, Ralston Purina Company (Pet
Foods Division), The Procter & Gamble Company and Unilever (N.V. and PLC).
These are the same companies that were included in last year's Proxy Statement,
except for Dow Chemical Company, which was removed from the peer company index
following its divestment of Dow Brands, the line of business that competed with
the Company. The Comparison Group discussed in the P&O Committee Report, which
appears later in this Proxy Statement, includes other industrial companies and
consumer products companies for reasons discussed in the report.
13
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table shows the compensation of the Chief Executive Officer
and the four other most highly compensated executive officers of the Company
(the "Named Officers") for 1999, 1998 and 1997.
<TABLE>
<CAPTION>
Long Term Compensation
---------------------------------
Annual Compensation Awards Payouts
- -----------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
- -----------------------------------------------------------------------------------------------------------------
Other Restricted Securities All
Annual Stock Underlying Other
Name and Compen- Awards Options LTIP Compen-
Principal Position Year Salary($) Bonus($)/1/ sation($)/2/ ($)/3/ (#)/4/ Payouts($) sation($)/5/
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Reuben Mark 1999 1,266,250 2,934,144 -- 5,542,768 -- -- 308,195
Chairman of the 1998 1,200,250 2,256,084 -- 6,999,503 307,010 -- 178,466
Board and Chief 1997 1,122,500 2,724,055 -- 3,379,485 5,200,000/6/ -- 141,305
Executive Officer
- -----------------------------------------------------------------------------------------------------------------
William S. Shanahan 1999 900,417 1,631,056 -- 925,672 911,694 -- 246,394
President and Chief 1998 840,000 1,414,229 -- 1,016,532 1,530,762 -- 142,212
Operating Officer 1997 756,167 1,503,000 -- 1,233,085 502,958 -- 116,472
- -----------------------------------------------------------------------------------------------------------------
Lois D. Juliber 1999 541,250 757,214 -- 434,016 224,455 -- 182,505
Executive Vice 1998 500,000 676,454 -- 441,694 151,814 -- 76,655
President, Chief of 1997 450,000 607,500 -- 804,051 215,462 -- 33,936
Operations, Developed
Markets
- -----------------------------------------------------------------------------------------------------------------
David A. Metzler 1999 527,500 664,795 -- 434,016 354,894 -- 209,325
Executive Vice 1998 500,000 632,229 -- 441,694 350,894 -- 95,355
President, Chief of 1997 450,000 607,500 -- 804,051 182,428 -- 73,091
Operations, High Growth
Markets
- -----------------------------------------------------------------------------------------------------------------
Stephen C. Patrick 1999 436,750 550,297 -- 325,028 74,269 -- 176,889
Chief Financial Officer 1998 397,500 518,842 -- 796,828 130,418 -- 63,705
1997 332,000 504,563 -- 206,996 72,860 -- 27,087
</TABLE>
/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/The Company's practice is to make restricted stock awards earned in a
particular year on or before March 15 of the following year. In the table, we
show restricted stock awards granted for the current bonus year, even though
they may have been earned over a multi-year performance period. Restricted
stock awards vest over a minimum period of three years. Dividend equivalents
accrue on the restricted stock during the vesting period. As of December 31,
1999, the Named Officers as a group held an aggregate of 522,433 shares of
restricted stock, with a value of $33,958,145 based on the closing market
price of the Common Stock on December 31, 1999. As
(Footnotes continue on following page.)
14
<PAGE>
of March 10, 2000, the record date for the Annual Meeting, all employees as a
group, including the Named Officers, held an aggregate of 1,926,235 shares of
restricted stock.
The number and value of the shares of restricted stock held by the Named
Officers at December 31, 1999, are as follows:
<TABLE>
<CAPTION>
Named Officer # of Shares $ Value
------------- ----------- ----------
<S> <C> <C>
Reuben Mark............................................ 329,585 21,423,025
William S. Shanahan.................................... 77,161 5,015,465
Lois D. Juliber........................................ 43,838 2,849,470
David A. Metzler....................................... 43,838 2,849,470
Stephen C. Patrick..................................... 28,011 1,820,715
</TABLE>
/4/Amounts include options granted pursuant to the Accelerated Ownership Feature
of the 1997 Stock Option Plan. This feature promotes increased employee share
ownership by encouraging the early exercise of options and the retention of
shares. Under this feature, if an employee surrenders shares he or she
already owns to pay the exercise price of a stock option or the related tax
withholding, he or she receives a new option for the same number of shares
surrendered. The exercise price of the new option is set at the then-current
market price, and the new option has the same expiration date as the original
option. Because the new, or reload, option is for the same number of shares
as those surrendered, the Accelerated Ownership Feature does not increase the
total number of shares and options held by an employee prior to the original
option exercise. The shares received upon exercise of the original stock
option in excess of the number of shares surrendered to pay the exercise
price may not be sold for two years.
The number of reload options included in the amounts shown in column (g) for
1999, 1998 and 1997, respectively, are as follows:
<TABLE>
<CAPTION>
Named Officer 1999 1998 1997
------------- ------- --------- -------
<S> <C> <C> <C>
Reuben Mark......................................... -- 307,010 --
William S. Shanahan................................. 651,694 1,170,762 338,958
Lois D. Juliber..................................... 134,455 51,814 51,462
David A. Metzler.................................... 274,894 250,894 18,428
Stephen C. Patrick.................................. 23,769 28,418 8,860
</TABLE>
See also 1999 Individual Grants table on page 17.
(Footnotes continue on following page.)
15
<PAGE>
/5/With the exception of the Supplemental Savings & Investment Plan Company
Match and the Bonus Savings Account, amounts shown in All Other Compensation,
column (i), are paid pursuant to programs available to all employees. The
dollar amount paid under each such program to the Named Officers in 1999 is
as follows:
<TABLE>
<CAPTION>
Supplemental Value of
Savings & Savings & Company-
Investment Investment Paid
Plan Retiree Success Plan Life Bonus
Company Insurance Sharing Company Insurance Savings
Named Officer Match Account Account Match Premiums Account
------------- ---------- --------- ------- ------------ --------- -------
<S> <C> <C> <C> <C> <C> <C>
Reuben Mark............. 6,720 14,434 3,125 154,805 14,820 114,831
William S. Shanahan..... 6,720 14,434 3,125 91,534 15,750 114,831
Lois D. Juliber......... 6,720 8,019 3,125 38,894 5,922 119,825
David A. Metzler........ 6,720 14,434 3,125 38,610 15,750 130,686
Stephen C. Patrick...... 6,720 11,227 3,125 30,678 7,811 117,328
</TABLE>
The amounts shown as Savings & Investment Plan Company Match, Retiree
Insurance Account, Success Sharing Account and Bonus Savings Account
represent the value (at 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/Mr. Mark's 1997 stock option grant was a multi-year grant intended to cover
the seven years from 1997 to 2003. Thus Mr. Mark did not receive any options
in 1998, other than reload options, or 1999. The exercise prices of the 1997
options were 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 were made
subject to early expiration if the price of the Common Stock did not exceed
certain market levels.
16
<PAGE>
Stock Options
The following table shows information about stock options granted to the
Named Officers in 1999. The table includes both new options granted in 1999 and
reload options granted under the Accelerated Ownership Feature of the Company's
1997 Stock Option Plan described on page 15 in footnote 4. The Accelerated
Ownership Feature does not increase the total number of shares and options held
by an employee. The Company did not grant any stock appreciation rights during
1999.
1999 Individual Grants
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e) (f)
- ------------------------------------------------------------------------------
% of Total
Number of Options
Securities Granted to
Underlying Employees Exercise or Grant Date
Options in Fiscal Base Exp. Present
Executive Officer Granted Year Price ($/SH) Date Value ($)/2/
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Reuben Mark -- -- -- -- --
- ------------------------------------------------------------------------------
William S. Shanahan
1999 Grant/1/ 260,000 2.28% 55.6563 09/09/09 2,699,140
5/99 Reload Options 651,694 5.71% 48.9688 /3/ 3,876,928
------- ---- ---------
TOTAL 911,694 7.99% 6,576,068
- ------------------------------------------------------------------------------
Lois D. Juliber
1999 Grant/1/ 90,000 0.79% 55.6563 09/09/09 934,317
10/99 Reload Options 78,377 0.69% 59.9688 /4/ 571,008
7/99 Reload Options 56,078 0.49% 49.4375 /5/ 336,804
------- ---- ---------
TOTAL 224,455 1.97% 1,842,129
- ------------------------------------------------------------------------------
David A. Metzler
1999 Grant/1/ 80,000 0.70% 55.6563 09/09/09 830,506
2/99 Reload Options 274,894 2.41% 43.5313 /6/ 1,453,749
------- ---- ---------
TOTAL 354,894 3.11% 2,284,255
- ------------------------------------------------------------------------------
Stephen C. Patrick
1999 Grant/1/ 50,500 0.44% 55.6563 09/09/09 524,257
11/99 Reload Options 9,584 0.08% 58.0000 /7/ 67,531
7/99 Reload Options 14,185 0.12% 49.3125 /8/ 84,980
------- ---- ---------
TOTAL 74,269 0.64% 676,768
- ------------------------------------------------------------------------------
</TABLE>
(Footnotes on the following page.)
17
<PAGE>
- --------
/1/The 1999 option grants (other than reload options granted pursuant to the
Accelerated Ownership Feature) 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 of the grant.
/2/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 four years), an
interest rate factor based on the U.S. Treasury rate over the option term
(ranging from 5.1% to 5.5%), a volatility factor based on the standard
deviation of the price of the Common Stock (ranging from 24% to 29%) 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.
/3/Includes the following options received pursuant to the Accelerated Ownership
Feature: 87,224 expiring on 09/12/00; 76,572 expiring on 10/10/01; 87,788
expiring on 09/03/02; 84,574 expiring on 09/01/03; 85,486 expiring on
09/07/04; 90,026 expiring on 09/06/05; 69,876 expiring on 09/05/06; 41,064
expiring on 09/11/07; and 29,084 expiring on 03/05/08.
/4/Includes the following options received pursuant to the Accelerated Ownership
Feature: 10,789 expiring on 09/03/02; 1,352 expiring on 11/05/02; 11,714
expiring on 09/01/03; 12,899 expiring on 09/07/04; and 41,623 expiring on
09/06/05.
/5/Includes the following options received pursuant to the Accelerated Ownership
Feature: 7,766 expiring on 09/12/00; 9,566 expiring on 10/10/01; 23,284
expiring on 09/03/02; 2,917 expiring on 11/05/02; and 12,545 expiring on
09/01/03.
/6/Includes the following options received pursuant to the Accelerated Ownership
Feature: 31,536 expiring on 09/12/00; 26,854 expiring on 10/10/01; 36,494
expiring on 09/03/02; 35,370 expiring on 09/01/03; 42,914 expiring on
09/07/04; 44,784 expiring on 09/06/05; 34,278 expiring on 09/05/06; and
22,664 expiring on 09/11/07.
/7/Includes 9,584 options received pursuant to the Accelerated Ownership Feature
expiring on 09/01/03.
/8/Includes the following options received pursuant to the Accelerated Ownership
Feature: 8,999 expiring on 09/03/02; and 5,186 expiring on 09/01/03.
18
<PAGE>
The following table contains information about the Named Officers' exercises
of stock options during 1999 and the number and value of any unexercised stock
options they held as of December 31, 1999.
1999 Option Exercises And Year-End Values
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
- ---------------------------------------------------------------------------
Number of
Securities Value of
Underlying Unexercised
Unexercised In-The-Money
Options at Options at FY-
Shares FY-End (#) End ($)
Acquired on Value Exercisable/ Exercisable/
Executive Officer Exercise (#) Realized ($) Unexercisable Unexercisable
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Reuben Mark 2,191,616 75,574,547 7,120,000/ 237,698,988/
2,080,000 32,218,784
- ---------------------------------------------------------------------------
William S. Shanahan 823,760 5,515,499 851,696/ 17,633,256/
554,668 11,402,118
- ---------------------------------------------------------------------------
Lois D. Juliber 262,554 9,792,512 291,979/ 10,385,422/
399,122 8,130,915
- ---------------------------------------------------------------------------
David A. Metzler 345,988 2,950,479 362,895/ 9,085,330/
254,667 6,022,938
- ---------------------------------------------------------------------------
Stephen C. Patrick 52,836 1,918,119 238,008/ 9,620,545/
173,603 3,612,158
</TABLE>
The Board of Directors has approved repurchases of Common Stock by the
Company, at its discretion, from officers and directors of the Company,
primarily as a vehicle for satisfying their tax obligations related to stock
option exercises. Since March 1999, the Company has purchased Common Stock from
the Named Officers and 12 other officers of the Company pursuant to such
authorization. In most cases, these purchases were made for tax payment
purposes 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. The Stock Repurchase Subcommittee of
the P&O Committee, comprised of two non-employee directors (Jill K. Conway and
David W. Johnson, the Chair and Deputy Chair of the P&O Committee), approves
all such purchases.
Retirement Plan
Eligible employees receive retirement benefits under the Colgate-Palmolive
Company Employees' Retirement Income Plan (the "Retirement Plan"). Under this
plan, benefits are determined in accordance with one of two formulas: (i) the
"final average earnings" formula, the original formula under the plan; or (ii)
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 in Table A, footnote 1)
19
<PAGE>
up to the Social Security wage base and 4% of recognized earnings in excess of
the wage base. Employees who made this election are entitled at retirement to
receive the greater of the benefit under the "final average earnings" benefit
formula or the benefit under the PRA formula. Employees who did not make this
election are entitled at retirement to receive the benefit under the PRA
formula. All of the Named Officers made this one-time election in 1989.
The tables below show the estimated annual retirement benefit payable using
these two formulas. Both tables include payments under the Supplemental
Employees' Retirement Plan in excess of limitations under the Internal Revenue
Code of 1986, as amended. Benefits payable under the Supplemental Employees'
Retirement Plan are subject to a maximum of 70% of the sum of an 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.
Final Average Earnings Formula
Table A shows the estimated maximum annual retirement benefit payable to
employees (including the Named Officers) retiring in 2000 under the "final
average earnings" formula of the Retirement Plan. Benefits under this formula
are computed by multiplying "final average earnings" by the product of years of
service and 1.8%.
TABLE A
(Expressed in $)
<TABLE>
<CAPTION>
Years of Service/2/
-------------------------------------------------------
Remuneration/1/ 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 an
individual's highest "recognized earnings" for any three consecutive years
during the ten years immediately preceding retirement. For the Named
Officers, "recognized earnings" is the sum of (i) the higher of the salary
earned during 1999 (column (c) in the Summary Compensation Table on page 14)
or the salary as of January 1, 2000 and (ii) the bonus paid during 1999
(column (d) in the Summary Compensation Table on page 14).
/2/The years of service credited under the Retirement Plan as of January 1, 2000
for the Named Officers are: Mr. Mark--36 years 7 months; Mr. Shanahan--34
years 5 months; Ms. Juliber--11 years 5 months; Mr. Metzler--34 years 11
months; Mr. Patrick--17 years 2 months.
20
<PAGE>
PRA Formula
Table B shows the estimated annual retirement benefit payable under the PRA
formula for each of the Named Officers based on 2000 recognized earnings. These
estimates assume no future increases in such earnings and an annuity rate of
9%.
TABLE B
<TABLE>
<CAPTION>
Year Amount of
Reaching Level
Named Officer Age 65 Annuity ($)
------------------------------------------
<S> <C> <C>
Reuben Mark 2004 1,364,587
------------------------------------------
William S. Shanahan 2005 836,158
------------------------------------------
Lois D. Juliber 2014 431,373
------------------------------------------
David A. Metzler 2007 552,558
------------------------------------------
Stephen C. Patrick 2014 470,310
</TABLE>
Benefits under the PRA formula are determined as follows: On July 1, 1989,
an account was established for each eligible person employed on June 30, 1989,
with an opening balance equal to the greater of (i) the value of the pension
then accrued under the "final average earnings" formula or (ii) an amount equal
to the sum of the monthly pay-based credits that would have been made to the
employee's account had the PRA always been in effect. Thereafter, monthly pay-
based credits accumulate in the employee's account. These credits equal a
percentage of the employee's monthly recognized earnings determined in
accordance with the following formula:
<TABLE>
<CAPTION>
Up to 1/4 of Over 1/4 of
Social Security 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>
The employee's account receives a monthly credit for interest at an annual
rate of 2% over the current six-month Treasury bill rate, adjusted quarterly.
The Company also establishes PRA accounts for all eligible employees hired on
or after July 1, 1989, which receive monthly credits as described above.
Executive Severance Plan and Other Arrangements
The Company has an Executive Severance Plan (the "Severance Plan"), which
the Board of Directors adopted effective September 14, 1989, and last amended
as of June 11, 1998. The Severance Plan, which is administered by the P&O
Committee, is designed to provide participants with reasonable compensation if
their employment is terminated in certain defined circumstances, primarily
following a change of control of the Company. 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. In
addition to the Severance Plan, the Company has incorporated other arrangements
relating to a change of control in its benefit plans.
21
<PAGE>
Severance Plan
Under the Severance Plan, at any time within two years of a change of
control of the Company (as defined in the Severance Plan), if a participant
terminates employment due to an adverse change in the conditions of employment
or the Company terminates the participant's employment, the participant is
entitled to receive an amount equal to (i) between 12 and 36 months of
compensation, plus (ii) a prorated cash bonus under the Executive Incentive
Compensation Plan for the period prior to termination. This amount is paid in a
lump sum, unless an outside accounting firm determines that a lump sum payment
under the Severance Plan would subject the participant to tax under Section
4999 of the Internal Revenue Code of 1986, as amended. In such event, the
participant may elect to receive a reduced amount that results in net after-tax
payments that are equal to or greater than the amount that would have been
received following payment of the lump sum. No severance payments are required
if a participant is terminated for cause, which is defined as serious willful
misconduct likely to result in material economic damage to the Company. For
purposes of (i) above, compensation means the participant's base salary as of
the termination date plus his or her highest bonus award under the Executive
Incentive Compensation Plan within the last five years.
In addition, whether or not a change of control has occurred, if the Company
terminates the employment of a Severance Plan participant at its convenience,
the Company must continue to pay the participant's base salary and certain
benefits for a period ranging from nine to 36 months. The Company is not
required to make these payments if it terminates the participant's employment
for cause or if the participant voluntarily terminates his or her employment.
The period during which the Company continues salary and benefits payments ends
when the participant turns 65 or attains 85 years of combined age and service
with the Company.
Other Arrangements
Other arrangements relating to a change of control in the Company's benefit
plans are as follows. Under the Company's stock option plans, stock options
held by employees that are not yet exercisable become exercisable upon a change
of control. Under the Non-Employee Director Stock Option Plan, stock options
held by non-employee directors that are not yet exercisable become exercisable
upon a change in control. Alternatively, non-employee directors may surrender
their options to the Company in exchange for a payment equal to the difference
between the exercise price of the options and the Common Stock's current value.
Restricted stock awards made under the current Executive Incentive Compensation
Plan, which was approved by stockholders on May 5, 1999, vest as follows: (i)
in the case of performance-based awards, upon a change of control; and (ii) in
the case of all other awards, upon a termination of employment that occurs
within two years of a change of control (as discussed above under "Severance
Plan"). All restricted stock awards made prior to May 5, 1999 vest 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 that requires the issuing bank to fund the accrued benefits
payable under such plan if the Company refuses to pay these benefits after a
change of control. Funding is to be made by payments to a trust, which
currently is subject to the claims of the Company's creditors if the Company
becomes insolvent.
Compensation Committee Interlocks and Insider Participation
The members of the P&O Committee during 1999 were Mrs. Conway and Messrs.
Ferguson, Johnson, Kendall and Lewis. None of these persons is an employee of
the Company, and none has any direct or indirect material interest in or
relationship with the Company or any of its subsidiaries.
22
<PAGE>
None of the executive officers of the Company has served on the board of
directors or compensation committee of another company at any time during
which an executive officer of such other company served on the Company's Board
of Directors or the P&O Committee.
P&O Committee Report on Executive Compensation
Overview of Compensation Philosophy and Program
The Company's executive compensation programs are designed to:
. Support the Company's business goals of fostering profitable growth and
increasing shareholder value.
. Align the interests of executives and stockholders through the use of
stock-based compensation plans.
. Attract, retain and motivate high-caliber executives.
. Pay for performance by linking compensation to achievement of
established goals and objectives.
. Pay competitively with other leading consumer products and industrial
companies.
The P&O Committee, which is made up entirely of non-employee directors,
oversees the Company's compensation practices. It reviews and recommends the
compensation of Reuben Mark, the Chairman and Chief Executive Officer, subject
to the approval of the other non-employee directors of the Board. In addition,
the P&O Committee reviews and approves, and the Board ratifies, the
compensation of the other executive officers of the Company.
To help it in its role of overseeing compensation practices, the P&O
Committee makes use of Company resources and also periodically retains the
services of independent compensation consultants. Services rendered by
independent consultants during the past several years include:
. A 1996 review by Hewitt & Associates and Towers Perrin of the
competitiveness of the Company's executive salary and bonus and long-
term incentive programs, including the Chief Executive Officer's annual
compensation.
. A 1997 review by Towers Perrin of the long-term incentive compensation
of the Chief Executive Officer.
The Company also has designed its compensation programs to maximize the tax
deductibility of compensation paid to executive officers to the extent
possible consistent with the need to attract and retain high-caliber
executives.
The Company measures the competitiveness of its compensation programs
against a comparison group of other leading companies, referred to in this
report as the "Comparison Group". The Comparison Group consists primarily of
consumer products companies but also includes other kinds of industrial
companies to better represent the market for executive talent in which the
Company competes. The P&O Committee reviews and approves the companies in the
Comparison Group, which are selected and updated periodically by the Company's
Human Resources department based on the recommendations of independent
compensation consultants.
23
<PAGE>
The key components of compensation used by the Company are:
. Base salary
. Performance-based incentives, including annual incentives, which are
paid in the form of cash bonuses, and long-term incentives, which
include stock options and restricted stock grants.
This report discusses each of these components of compensation as applied to
the executive officers generally and then concludes with a separate discussion
of Mr. Mark's compensation in particular.
Base Salary
The Company sets the midpoint of the salary range for executive officers 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. The
direct manager of each officer recommends whether to grant the officer an
annual salary increase based on the following factors:
. Individual performance
. Business unit performance, where applicable
. Assumption of new responsibilities
. The Company's overall annual salary budget guidelines
. Other performance measures, such as improvements in customer service,
faster product development, improvements in market share of Colgate
brands, global expansion and productivity increases
. Competitive data from the Comparison Group
In 1999, salaries for executive officers as a group were above the median of
the Comparison Group for similar jobs.
Performance-Based Incentives
Annual Cash Bonus
Executive officers are eligible for cash bonuses under the Company's
Executive Incentive Compensation Plan (the "EICP"). The guidelines for bonus
awards to certain designated executives and other executive officers are as
follows.
Designated Executives
The "Designated Executives" for EICP cash bonuses are the Chief Executive
Officer, the four executive officers who report directly to him, the two
Executive Vice Presidents/Chiefs of Operation and the Chief Technological
Officer. Designated Executives' annual EICP cash bonuses are paid only if the
Company attains one or more specific performance measures established by the
P&O Committee no later than the 90th day of the applicable year. In 1999, the
pre-established performance measure was an earnings-per-share goal. The EICP
cash bonus for each Designated Executive is set by a formula that takes into
account the extent to which the Company has achieved the earnings-per-share
goal. Additionally, a supplemental award may be made if EPS growth
24
<PAGE>
performance, as compared to the EPS growth of the companies included in the
peer company index (see page 13), meets certain requirements. The P&O Committee
has discretion only to adjust awards downward.
Each Designated Executive is assigned threshold, target and maximum bonus
award opportunities for his or her EICP cash bonus. The targets are set
generally at the median of the Comparison Group.
In 1999, the Company exceeded its earnings-per-share goal and its EPS growth
performance relative to the peer group companies qualified the Designated
Executives for a supplemental award. EICP cash bonuses granted to the
Designated Executives were limited to two times target plus the supplemental
award.
Other Executive Officers
Bonuses for executive officers other than Designated Executives are
determined by a formula that is based on:
. The financial performance of the Company as a whole or the business unit
to which an executive is assigned.
. The achievement of individual and team goals.
Financial performance measures are based on the budgetary process.
Adjustments are permitted to take account of unusual items beyond the control
of the Company or business unit involved. For 1999, the Company-wide financial
performance measure was an earnings-per-share goal, which applied to all
executive officers with corporate-wide responsibilities. The business unit
financial measures were sales and profit, which applied to all officers with
specific business unit responsibilities.
Executive officers other than the Designated Executives are also assigned
threshold, target and maximum bonus award opportunities based on their grade
levels. Target award opportunities are 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.
During 1999, the Company exceeded its earnings-per-share goal, and most
business units exceeded their sales and profit goals. EICP cash bonuses for the
executive officers were generally above target.
Long-Term Performance-Based Incentives
The Company uses two types of long-term performance-based incentives: stock
options and restricted stock awards under the Long-Term Global Growth Program
of the EICP. The purpose of these grants is to encourage the long-term growth
and performance of the Company. In addition, from time to time, the Company
grants stock options and restricted stock awards for special recognition and
retention purposes. The Company does not take into account the amount or terms
of existing stock holdings of executive officers in making decisions to award
stock options or restricted stock.
25
<PAGE>
Stock Option Awards
Stock option awards are granted under the 1997 Stock Option Plan. The
number of stock options granted is 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 awards may vary from the target based on individual
performance, business unit performance or the assumption of increased
responsibilities.
Generally, the Company grants stock options on an annual basis. If the
Company performs poorly during a given year, however, the P&O Committee may
decide not to grant stock options.
The key terms of the stock options granted annually by the Company are:/2/
. The exercise price of the options is equal to the market price of the
Common Stock on the date of grant.
. The options have a ten-year term.
. The options vest in equal annual installments over three years.
During 1999, stock option awards to executive officers as a group were
consistent with the Comparison Group target award levels.
Restricted Stock Awards
Restricted stock awards are made under the Long-Term Global Growth Program
of the EICP to Designated Executives and other executive officers. Generally,
these awards vest three years from the date of the award and are forfeited if
the recipient terminates his or her employment with the Company prior to the
end of the three-year vesting period.
Guidelines for restricted stock awards to certain Designated Executives and
other executive officers are as follows.
Designated Executives
For purposes of the Long-Term Global Growth Program, the term "Designated
Executives" includes Division Presidents as well as the executive officers
listed as Designated Executives in the "Annual Cash Bonus" section above.
Restricted stock awards for Designated Executives are granted based on whether
the Company achieves targeted levels of growth in compounded annual net sales
and earnings per share over a three-year measurement period.
Each year a Designated Executive is assigned a threshold, target and
maximum award opportunity that is realizable if the Company meets or exceeds
the targeted net sales and earnings-per-share growth over the following three
years. The target award opportunities are set in dollars as a percentage of
salary, except for the Chief Executive Officer's target, which is expressed as
a specific number of shares of Common Stock. Target awards range from
approximately the median to the seventy-fifth percentile of the Comparison
Group.
- --------
/2/With respect to the Chief Executive Officer, see footnote 6 to the Summary
Compensation Table on page 16.
26
<PAGE>
At the end of the measurement period, if the performance targets are met,
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. As noted, these awards
generally vest after three years and are conditioned on the employee's
continued employment by the Company. Grants of awards are subject to the
discretion of the P&O Committee.
Designated Executives received restricted stock awards under the Long-Term
Global Growth Program for 1999 based on sales and earnings-per-share growth
over the 1997 through 1999 measurement period, which exceeded the applicable
goals. These awards were above target.
Other Executive Officers
Restricted stock awards are granted to other executive officers under the
Long-Term Global Growth Program in accordance with the procedures for the
Designated Executives described above, except that supplemental measures
relating to the Company's business fundamentals may be taken into account from
time to time. These performance measures may be adjusted for unusual items
beyond the control of the Company or business unit involved.
The P&O Committee granted restricted stock awards to executive officers
other than the Designated Executives under the Long-Term Global Growth Program
for 1999 based on sales and earnings-per-share growth over the 1997 through
1999 measurement period, which exceeded the applicable goals. These awards were
above target.
Recognition and Retention Awards
The P&O Committee has the authority under the EICP to make separate non-
performance based awards of cash, common stock, restricted stock or a
combination thereof. These awards are not deductible to the extent that they
exceed the limits on tax deductibility imposed by Section 162(m) of the
Internal Revenue Code. In 1999, the P&O Committee granted discretionary
restricted stock awards to certain Designated Executives and executive officers
to help ensure the retention of these executives.
1999 Chief Executive Officer Compensation
The P&O Committee reviews and recommends the 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-employee directors.
Salary
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 base salary
for 1999, the P&O Committee considered the following key factors: the Company's
pre-established guidelines for determining salary increases, the Company's
success in exceeding its sales and profit goals in 1998 and Mr. Mark's
individual performance and contributions to the continuing success and
increased value of the Company. During 1999, the P&O Committee increased Mr.
Mark's annual salary by 5.5%. Mr. Mark's salary is at approximately the
fiftieth percentile of the Comparison Group.
27
<PAGE>
Annual Cash Bonus
As discussed above in the "Performance-Based Incentives--Annual Cash Bonus"
section, the Chief Executive Officer's annual EICP cash bonus, like that of the
other Designated Executives, 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
1999, the pre-established performance measure was an earnings-per-share goal.
Mr. Mark was awarded a formula-driven EICP cash bonus award of $2,934,144, a
30% increase from the prior year, which in turn was a 17.2% reduction from his
1997 award. Total cash awards for the Chief Executive Officer and all executive
officers as a group exceeded median bonus levels of the Comparison Group.
Restricted Stock Award
Mr. Mark is also eligible for restricted stock awards under the Company's
Long-Term Global Growth Program described above. Mr. Mark's target award
opportunity under this program is established in shares of Common Stock rather
than cash. For the measurement period 1997 through 1999, it was 97,200 shares.
As discussed above, the P&O Committee granted restricted stock awards to
Designated Executives and executive officers under the Long-Term Global Growth
Program for 1999 based on sales and earnings-per-share growth over the 1997
through 1999 measurement period. Mr. Mark was granted 125,972 shares of
restricted stock for the 1997 through 1999 measurement period. The Chief
Executive Officer and all executive officers as a group received an award above
target based on a pre-established formula relating sales and earnings-per-share
growth to target.
Stock Options
Mr. Mark did not receive a stock option grant in 1999.
Conclusion
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 and Kendall.
28
<PAGE>
PROPOSALS REQUIRING YOUR VOTE
The following two proposals will be presented at the meeting for your vote.
Space is provided in the accompanying proxy card to approve, disapprove or
abstain from voting on each of the proposals.
Proposal 1: Election of Directors
The Board has nominated eight people for election as directors at the
Annual Meeting. All of the nominees are currently serving as directors of the
Company and were elected at the 1999 Annual Meeting. If you re-elect them,
they will hold office until the next Annual Meeting or until their successors
have been elected and qualified.
The nominees are Jill K. Conway, Ronald E. Ferguson, Ellen M. Hancock,
David W. Johnson, John P. Kendall, Richard J. Kogan, Reuben Mark and Howard B.
Wentz, Jr. Biographical information regarding the nominees appears on pages
4-6 of this Proxy Statement.
The Board of Directors recommends a vote FOR the nominees for director
listed above.
Proposal 2: Ratification of Selection of Auditors
We are asking you to ratify the Board's selection of Arthur Andersen LLP as
our independent auditors for 2000. The Audit Committee recommended the
selection of Arthur Andersen to the Board. Arthur Andersen has audited the
accounts of the Company since its incorporation. The Board considers it
desirable to continue the services of Arthur Andersen.
Representatives of Arthur Andersen 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 ratify
the selection of auditors, the Board of Directors will designate auditors.
The Board of Directors recommends a vote FOR the ratification of the
selection of Arthur Andersen LLP as auditors.
OTHER INFORMATION
Future Stockholder Proposals
Under the rules of the Securities and Exchange Commission, if you wish us
to include a proposal in the proxy statement for next year's Annual Meeting of
Stockholders, we must receive it no later than November 27, 2000.
29
<PAGE>
Under the Company's By-Laws, if you wish to submit a proposal for
consideration at next year's Annual Meeting, the Secretary of the Company must
receive your proposal at least 60 days but not more than 90 days prior to the
date of the meeting. Generally, the Company holds its Annual Meeting of
Stockholders during the first or second week of May. Your proposal also must
comply with certain information requirements set forth in the Company's By-
Laws. You may obtain a copy of our By-Laws from the Secretary. These
requirements apply to any matter that a stockholder wishes to raise at the
Annual Meeting other than pursuant to the procedures set forth in Rule 14a-8 of
the Securities Exchange Act of 1934. The deadline for receiving proposals for
consideration at this year's Annual Meeting was March 10, 2000.
Nominations for Director
The Committee on Directors will consider nominees recommended by
stockholders for election as directors. Nominations by stockholders must be in
writing and made in accordance with the information and timely notice
requirements of the Company's By-Laws. The deadlines for nominations for this
year's and next year's Annual Meetings are described above under "Future
Stockholder Proposals".
Cost and Methods of Soliciting Proxies
We pay the cost of soliciting proxies for the meeting. Proxies may be
solicited in person by our employees, or by mail, courier, telephone or
facsimile. In addition, we have 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.
We will pay a fee of approximately $22,000 to D.F. King & Co. plus expenses for
these services.
Other Business
As of the date of this Proxy Statement's printing, we do not intend to
submit any matters to the meeting other than those set forth herein, and we
know of no additional matters that will be presented by others. However, if any
other business should come before the meeting, the directors designated in the
enclosed proxy have discretionary authority to vote your shares with respect to
such matters in accordance with their best judgment.
By order of the Board of Directors.
Andrew D. Hendry
Senior Vice President, General Counsel and Secretary
30
<PAGE>
APPENDIX A
Colgate-Palmolive Company
Audit Committee Charter
There shall be an Audit Committee (the Committee), consisting of at least
three outside Directors. Each member of the Committee shall meet the
independence and experience requirements of the New York Stock Exchange.
General Responsibilities
In carrying out its responsibilities, the Committee will:
1. Maintain open communications with the internal auditors, the independent
accountants, management and the Board of Directors.
2. Report Committee actions to the full Board of Directors and make
appropriate recommendations.
3. In its discretion, conduct or authorize investigations into matters
within its scope of responsibility and, if the Committee deems
appropriate, retain independent counsel, accountants or other experts to
assist in the conduct of any such investigations.
4. Meet at least three times each year, or more frequently as circumstances
require. The Chair of the Committee may call a Committee meeting
whenever deemed necessary. The Chair of the Committee should develop in
consultation with management when appropriate, the Committee agenda. The
Committee may ask members of management or others to attend meetings and
may request any information it deems relevant from management.
5. Prepare all reports, including the report required by the Securities and
Exchange Commission to be included in the Company's annual Proxy
Statement and take any other actions required of the Committee by law,
applicable regulations, or as requested by the Board of Directors.
6. Meet with the Director of Internal Audit, the Company's independent
accountants and management in executive sessions to discuss any matters
the Committee or these persons or groups believe should be discussed
privately.
7. Review and reassess the adequacy of the Committee's Charter annually.
8. Review policies and procedures covering officers' expense accounts and
perquisites, including their use of corporate assets, and consider the
results of any review of those areas by the Director of Internal Audit
or the independent accountants.
9. Review periodically with the general counsel any legal and regulatory
matters that may have a material effect on the Company's financial
statements, operations, compliance policies and programs.
10. Review with management the activities of the Global Business Practices
function, including its monitoring of compliance with the Company's
Code of Conduct.
11. Recommend to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-K.
A-1
<PAGE>
Responsibilities Regarding the Engagement of the Independent Accountants and
the Appointment of the Internal Auditor
1. Review and recommend to the Board of Directors the independent
accountants to be selected to audit the annual financial statements and
review the quarterly financial statements of the Company. The Committee
will also review and approve fees paid to the independent accountants
and review and approve dismissal of the independent accountants.
2. Review and approve requests for any significant management consulting
engagements to be performed by the independent accountants.
3. Review and concur in the appointment, replacement, reassignment or
dismissal of the Director of Internal Audit.
4. Ensure the independent accountants deliver to the Committee annually a
formal written statement delineating all relationships between the
independent accountants and the Company and addressing at least the
matters set forth in Independence Standards Board Standard No. 1;
discuss with the independent accountants any relationships or services
disclosed in such statement that may impact the objectivity and
independence of the Company's independent accountants; and recommend
that the Board of Directors take appropriate action in response to this
statement to satisfy itself of the independent accountants'
independence.
Responsibilities for Reviewing Internal Audits, the Annual External Audit and
the Review of Financial Statements
The Committee will:
1. Request the independent accountants to confirm that they are accountable
to the Board of Directors and the Committee and that they will provide
the Committee with timely analyses of significant financial reporting
and internal control issues.
2. Review with management significant risks and exposures identified by
management and management's steps to minimize them.
3. Review the scope of the internal and external audits with the Director
of Internal Audit and the independent accountants.
4. Review with management, the independent accountants and the Director of
Internal Audit:
a. The Company's internal controls, including computerized information
system controls and security.
b. Any significant findings and recommendations made by the independent
accountants or internal audit.
5. After the completion of the annual audit examination, review with
management and the independent accountants:
a. The Company's annual financial statements and related footnotes.
b. The independent accountants audit of and report on the financial
statements.
A-2
<PAGE>
c. The qualitative judgments about the appropriateness and
acceptability of accounting principles, financial disclosures and
underlying estimates.
d. Any significant difficulties or disputes with management encountered
during the course of the audit.
e. Any other matters about the audit procedures or findings that
Generally Accepted Accounting Standards (GAAS) require the auditors
to discuss with the Committee.
6. Review with management and the Director of Internal Audit:
a. Any difficulties the internal auditor encountered while conducting
audits, including any restrictions on the scope of their work or
access to required information.
b. Any changes to the planned scope of the internal audit plan that the
Committee thinks advisable.
c. The internal audit department's budget and staffing.
A-3
<PAGE>
[LOGO OF COLGATE-PALMOLIVE COMPANY]
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS AND PROXY STATEMENT
Printed on Recycled Paper
[LOGO OF RECYCLED PAPER]
<PAGE>
COLGATE-PALMOLIVE COMPANY
300 PARK AVENUE, NEW YORK, NY 10022
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR ANNUAL MEETING ON MAY 9, 2000
The undersigned hereby appoints as proxies, with full power of
substitution to each, REUBEN MARK, JILL K. CONWAY and HOWARD B. WENTZ,
P JR. (the Proxy Committee) to vote as designated on the reverse side
all shares that the undersigned would be entitled to vote at the
R annual meeting of stockholders of the Company to be held in New York,
New York on May 9, 2000 or at any adjournments thereof. Action
O 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
X one.
Y 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.)
- --------------------------------------------------------------------------------
[] FOLD AND DETACH HERE []
<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>
<S> <C>
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of [ ] [ ] Election of Directors, Nominees: 2. Ratify selection of [ ] [ ] [ ]
Directors. J.K. Conway, R.E. Ferguson, Arthur Andersen LLP
E.M. Hancock, D.W. Johnson, as Auditors.
J.P. Kendall, R.J. Kogan, R. Mark,
H.B. Wentz, Jr.
</TABLE>
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
- --------------------------------------------------------------------------------
[] FOLD AND DETACH HERE []
ANNUAL MEETING
OF
COLGATE-PALMOLIVE COMPANY STOCKHOLDERS
TUESDAY, MAY 9, 2000
MARRIOTT MARQUIS
10:00 A.M.
BROADWAY BALLROOM
1535 BROADWAY
(45TH STREET AND BROADWAY)
NEW YORK, NY 10036
o Your vote is important to us. Please detach the above proxy card, and sign,
date and mail it using the enclosed reply envelope at your earliest
convenience even if you plan to attend the meeting. Your vote is held in
confidence by our outside tabulator, First Chicago Trust Company of New York.
o If you plan to attend the meeting, please fill out and mail separately the
enclosed ticket request.
<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
P allocable to your interest in the Trust Funds established under such
Plan shall be voted by the appropriate Trustee at the annual meeting of
R stockholders to be held in New York, New York on May 9, 2000 or at any
adjournments thereof.
O
You are encouraged to specify your choices by marking the appropriate
X 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
Y 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>
Please mark your
X votes as in this 4061
example.
This proxy when properly executed will be voted in the manner directed herein.
If no direction is made, this proxy will be voted by the Trustee in accordance
with the Board's recommendations.
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR Items 1 and 2.
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of [ ] [ ] Election of Directors, Nominees: 2. Ratify selection of [ ] [ ] [ ]
Directors. J.K. Conway, R.E. Ferguson, Arthur Andersen LLP
E.M. Hancock, D.W. Johnson, as Auditors.
J.P. Kendall, R.J. Kogan, R. Mark,
H.B. Wentz, Jr.
</TABLE>
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
- --------------------------------------------------------------------------------
[] FOLD AND DETACH HERE []
ANNUAL MEETING
OF
COLGATE-PALMOLIVE COMPANY STOCKHOLDERS
Tuesday, May 9, 2000
Your vote is important to us. Please detach the above proxy card, and sign, date
and mail it using the enclosed reply envelope at your earliest convenience. Your
vote is held in confidence by our outside tabulator, First Chicago Trust Company
of New York.
<PAGE>
Colgate-Palmolive Australia
Employee Share Scheme
Colgate-Palmolive Dominican Republic
Stock/Savings Plan
Colgate-Palmolive U.K.
Stock/Savings Plan
To: Plan Participants
As a participant in one of the Plans listed above, you may direct the manner
in which shares of Colgate-Palmolive 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 of Colgate-
Palmolive Company to be held in New York, New York on May 9, 2000 or at any
adjournments thereof.
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.)
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE>
X Please mark your 5630
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 in accordance with the Board's recommendations.
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR Items 1 and 2.
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of [ ] [ ] Election of Directors, Nominees: 2. Ratify selection of [ ] [ ] [ ]
Directors. J.K. Conway, R.E. Ferguson, Arthur Andersen LLP
E.M. Hancock, D.W. Johnson, as Auditors.
J.P.Kendall, R.J. Kogan, R. Mark,
H.B.Wentz, Jr.
</TABLE>
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
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE>
- --------------------------------------------------------------------------------
COLGATE-PALMOLIVE (HELLAS) S.A.I.C.
Stock/Savings Plan
COLGATE-PALMOLIVE, S.A. DE C.V.
Retirement/Pension Plan and Seniority Premium
COLGATE-PALMOLIVE (Poland) Sp. Z o.o.
Global Stock/Savings Plan
P
Proxy Solicited by the Board of Directors of Colgate-Palmolive Company
R for Annual Meeting on May 9, 2000
O The undersigned hereby appoints as proxies, with full power of
substitution to each, REUBEN MARK, JILL K. CONWAY and HOWARD B. WENTZ,
X JR. (the Proxy Committee) to vote as designated on the reverse side all
shares that the undersigned would be entitled to vote at the annual
Y meeting of stockholders of the Company to be held in New York, New York
on May 9, 2000 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.
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.)
- ------------------------------------------------------------------------
[] FOLD AND DETACH HERE []
<PAGE>
Please mark your
X votes as in this 5689
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>
<S> <C>
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of [ ] [ ] Election of Directors, Nominees: 2. Ratify selection of [ ] [ ] [ ]
Directors. J.K. Conway, R.E. Ferguson, Arthur Andersen LLP
E.M. Hancock, D.W. Johnson, as Auditors.
J.P. Kendall, R.J. Kogan, R. Mark,
H.B. Wentz, Jr.
</TABLE>
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
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<PAGE>
Colgate-Palmolive Chile
One Plus One Saving Plan
Colgate-Palmolive France
Stock/Savings Plan
Colgate-Palmolive Germany
Stock/Savings Plan
Colgate-Palmolive Phils., Inc.
Stock/Savings Plan
Colgate-Palmolive PR
Savings and Investment Plan
To:Plan Participants
As a participant in one of the Plans listed above, you may direct the
manner in which shares of Colgate-Palmolive Company Common Stock allocable to
your interest in the Colgate-Palmolive Stock Fund established under such Plan
shall be voted at the annual meeting of stockholders of Colgate-Palmolive
Company to be held in New York, New York on May 9, 2000 or at any adjournments
thereof.
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.)
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<PAGE>
Please mark your 3843
X 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 in accordance with the Board's recommendations.
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The Board of Directors recommends a vote FOR Items 1 and 2.
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<TABLE>
<S> <C>
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of [ ] [ ] Election of Directors, Nominees: 2. Ratify selection of [ ] [ ] [ ]
Directors. J.K. Conway, R.E. Ferguson, Arthur Andersen LLP
E.M. Hancock, D.W. Johnson, as Auditors.
J.P. Kendall, R.J. Kogan, R. Mark,
H.B. Wentz, Jr.
</TABLE>
For, except vote withheld from the following nominee(s):
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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.
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SIGNATURE(S) DATE
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<PAGE>
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COLGATE-PALMOLIVE CANADA INC.
Stock/Savings Plan
P
Proxy Solicited by the Board of Directors of Colgate-Palmolive Company
R for Annual Meeting on May 9, 2000
O The undersigned hereby appoints as proxies, with full power of
substitution to each, REUBEN MARK, JILL K. CONWAY and HOWARD B. WENTZ,
X JR. (the Proxy Committee) to vote as designated on the reverse side all
shares that the undersigned would be entitled to vote at the annual
Y meeting of stockholders of the Company to be held in New York, New York
on May 9, 2000 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.
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.)
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<PAGE>
Please mark your
X votes as in this 5638
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.
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<TABLE>
<S> <C>
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of [ ] [ ] Election of Directors, Nominees: 2. Ratify selection of [ ] [ ] [ ]
Directors. J.K. Conway, R.E. Ferguson, Arthur Andersen LLP
E.M. Hancock, D.W. Johnson, as Auditors.
J.P. Kendall, R.J. Kogan, R. Mark,
H.B. Wentz, Jr.
</TABLE>
FOR, except vote withheld from the following nominee(s):
- --------------------------------------------------------
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----------------------------------------
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.
----------------------------------------
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SIGNATURE(S) DATE
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