CHURCH & DWIGHT CO INC /DE/ false 0000313927 --12-31 0000313927 2024-05-02 2024-05-02

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of the report (Date of earliest event reported): May 2, 2024

 

 

 

LOGO

CHURCH & DWIGHT CO., INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   1-10585   13-4996950
(State or Other Jurisdiction
of Incorporation)		  

(Commission

File Number)

   (I.R.S. Employer
Identification No.)

 

500 Charles Ewing Boulevard, Ewing, New Jersey   08628
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (609) 806-1200

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ☐

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

 

  ☐

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

 

  ☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240. 14d-2(b))

 

  ☐

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

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

 

Title of each class

  

Trading
Symbol

  

Name of each exchange

on which registered

Common Stock, $1 par value   CHD   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Church & Dwight Co., Inc. (the “Company”) held its Annual Meeting of Stockholders on May 2, 2024 (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company approved a proposal to amend the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to provide limited exculpation to covered officers in order to align with new provisions under Delaware law. The amendment, among other things, allows for the limitation of monetary liability of certain officers in connection with direct claims brought by stockholders, including class actions, for breaches of the duty of care in certain circumstances. The amendment to the Certificate of Incorporation to implement these changes was previously approved by the Company’s Board of Directors, subject to stockholder approval. The Company filed the amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware, and it became effective, on May 6, 2024.

The foregoing description is qualified in its entirety by reference to the text of the amendment to the Certificate of Incorporation, a copy of which is filed hereto as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

The final voting results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting are set forth below.

Proposal No. 1 — Election of Directors

The following nominees were elected by stockholders to serve on the Company’s Board of Directors for a term of one year each, or until their successors are elected and qualified. The voting results for each director nominee were as follows:

 

Nominees

    For      Against      Abstain      Broker Non-Votes  

Bradlen L. Cashaw

      188,284,981        7,009,471        720,488        21,782,436  

Matthew T. Farrell

      180,773,279        13,858,269        1,383,352        21,782,436  

Bradley C. Irwin

      183,086,166        12,183,828        744,906        21,782,436  

Penry W. Price

      185,530,958        9,854,288        629,654        21,782,436  

Susan G. Saideman

      188,852,779        6,564,085        598,036        21,782,436  

Ravichandra K. Saligram

      181,805,793        13,474,908        734,199        21,782,436  

Robert K. Shearer

      187,144,678        8,235,826        634,396        21,782,436  

Janet S. Vergis

      180,677,900        14,745,164        591,836        21,782,436  

Arthur B. Winkleblack

      184,487,833        10,913,259        613,808        21,782,436  

Laurie J. Yoler

      188,625,015        6,781,172        608,713        21,782,436  

Proposal No. 2 – Advisory Vote to Approve Compensation of the Named Executive Officers

The stockholders approved, on an advisory basis, the compensation of the named executive officers as disclosed in the Proxy Statement for the Annual Meeting. The result of the advisory vote is set forth below:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

172,851,148   22,273,985   889,767   21,782,436

Proposal No. 3 — Ratification of the Appointment of Independent Registered Public Accounting Firm

The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024. The voting results on the proposal were as follows:

 

For

  

Against

  

Abstain

204,761,427   12,598,071   437,838

Proposal No. 4 — Approval of Amendment to Amended and Restated Certificate of Incorporation

The stockholders approved the Amendment to Amended and Restated Certificate of Incorporation. The voting results on the proposal were as follows:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

171,743,848   23,824,583   446,469   21,782,436

Proposal No. 5 – Stockholder Proposal

The stockholders did not approve the stockholder proposal submitted as Proposal 5. The voting results on the proposal were as follows:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

36,433,191   157,011,743   2,569,966   21,782,436

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

SIGNATURES

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

 

    CHURCH & DWIGHT CO., INC.
Date: May 6, 2024     By:  

/s/ Patrick de Maynadier

    Name:   Patrick de Maynadier
    Title:   Executive Vice President, General Counsel and Secretary

Exhibit 3.1

CERTIFICATE OF AMENDMENT TO THE TENTH AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

CHURCH & DWIGHT CO., INC.

ADOPTED IN ACCORDANCE WITH SECTION 242 OF THE

DELAWARE GENERAL CORPORATION LAW

Church & Dwight Co., Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: The name of this Corporation is Church & Dwight Co., Inc. and the date of the filing of its original certificate of incorporation was December 14, 1925. The name under which this Corporation was initially incorporated is Church & Dwight Co. Inc.

SECOND: This Certificate of Amendment amending the Corporation’s Tenth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), has been duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware (the “GCL”), by the Board of Directors and the stockholders of the Corporation.

THIRD: Paragraph (a) of Article SEVENTH of the Certificate of Incorporation is hereby deleted in its entirety and replaced with the following:

(a) To the fullest extent permitted by the Delaware General Corporation Law as the same exists or may hereafter be amended, a director or officer of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer. Any amendment or repeal of, or adoption of any provision inconsistent with, this Article SEVENTH shall not adversely affect any right or protection of a director or officer of the Corporation in respect of any breach of fiduciary duty occurring in whole or in part prior to such amendment or repeal.

FOURTH: Except as amended hereby, all other provisions of the Certificate of Incorporation shall remain in full force and effect.

FIFTH: This Certificate shall become effective immediately upon its filing with the Secretary of State of the State of Delaware.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of this corporation on this 6th day of May, 2024.

 

/s/ Patrick D. de Maynadier

Patrick D. de Maynadier

Corporate Secretary

[Signature Page to the Certificate of Amendment to the Tenth Amended and Restated Certificate of Incorporation]

v3.24.1.u1
Document and Entity Information
May 02, 2024
Cover [Abstract]  
Entity Registrant Name CHURCH & DWIGHT CO INC /DE/
Amendment Flag false
Entity Central Index Key 0000313927
Current Fiscal Year End Date --12-31
Document Type 8-K
Document Period End Date May 02, 2024
Entity Incorporation State Country Code DE
Entity File Number 1-10585
Entity Tax Identification Number 13-4996950
Entity Address, Address Line One 500 Charles Ewing Boulevard
Entity Address, City or Town Ewing
Entity Address, State or Province NJ
Entity Address, Postal Zip Code 08628
City Area Code (609)
Local Phone Number 806-1200
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, $1 par value
Trading Symbol CHD
Security Exchange Name NYSE
Entity Emerging Growth Company false
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