CHURCH & DWIGHT CO INC /DE/ false 0000313927 --12-31 0000313927 2021-04-29 2021-04-29

 

 

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): April 29, 2021

 

 

 

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 (the “Annual Meeting”) on April 29, 2021. At the Annual Meeting, the stockholders of the Company approved proposals to amend the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to (i) remove the requirement for holders of two thirds of the Company’s outstanding common stock to fill vacancies on the Board of Directors of the Company (the “Board”); (ii) remove the requirement to have the holders of two-thirds of the Company’s outstanding stock approve certain mergers, consolidations or dispositions of substantial assets of the Company; and (iii) remove certain procedural provisions that are no longer required now that the Board is fully declassified, each as described in more detail in the definitive proxy statement on Schedule 14A delivered to the Company’s stockholders in connection with the Annual Meeting and filed with the Securities and Exchange Commission on March 19, 2021 (the “Proxy Statement”). The amendment to the Certificate of Incorporation to implement these changes was previously approved by the Board, subject to stockholder approval. The Company filed the amendment to the Certificate of Incorporation with the Delaware Secretary of State, and it became effective, on April 30, 2021.

The foregoing description is qualified in its entirety by reference to the amendment to the Certificate of Incorporation, a copy of which is attached 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

James R. Craigie

   178,310,698    8,095,332    160,173    24,744,355

Matthew T. Farrell

   168,711,296    16,379,799    1,475,108    24,744,355

Bradley C. Irwin

   170,335,572    16,067,707    162,924    24,744,355

Penry W. Price

   181,475,300    4,923,689    167,214    24,744,355

Susan G. Saideman

   184,123,952    1,752,526    689,725    24,744,355

Ravichandra K. Saligram

   169,648,785    16,752,165    165,253    24,744,355

Robert K. Shearer

   173,846,765    12,537,105    182,333    24,744,355

Janet S. Vergis

   180,384,022    6,030,297    151,884    24,744,355

Arthur B. Winkleblack

   171,585,665    14,814,803    165,735    24,744,355

Laurie J. Yoler

   179,389,715    6,484,267    692,221    24,744,355


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
160,407,692   25,319,969   838,542   24,744,355

Proposal No. 3 — Amendment to the Company’s Amended and Restated Certificate of Incorporation to remove the requirement for holders of two-thirds of the Company’s outstanding stock to fill vacancies on the Board of Directors

The stockholders approved the amendment to the Company’s Certificate of Incorporation to remove the requirement for holders of two-thirds of the Company’s outstanding stock to fill vacancies on the Board of Directors. The voting results on the proposal were as follows:

 

For   Against   Abstain   Broker Non-Votes
184,995,898   1,266,404   303,901   24,744,355

Proposal No. 4 — Amendment to the Company’s Amended and Restated Certificate of Incorporation to remove the requirement to have the holders of two-thirds of the Company’s outstanding stock approve certain mergers, consolidations or dispositions of substantial assets

The stockholders approved the amendment to the Company’s Certificate of Incorporation to remove the requirement to have the holders of two-thirds of the Company’s outstanding stock approve certain mergers, consolidations or dispositions of substantial assets of the Company. The voting results on the proposal were as follows:

 

For   Against   Abstain   Broker Non-Votes
184,896,468   1,373,700   296,035   24,744,355

Proposal No. 5 — Amendment to the Company’s Amended and Restated Certificate of Incorporation to remove certain procedural provisions that will no longer be required now that the Board is fully declassified

The stockholders approved the amendment to the Company’s Certificate of Incorporation to remove certain procedural provisions that will no longer be required now that the Board is fully declassified. The voting results on the proposal were as follows:

 

For    Against    Abstain
209,370,551    1,515,557    424,450

Proposal No. 6 — 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 2021. The voting results on the proposal were as follows:

 

For    Against    Abstain
196,558,452    14,570,099    182,007


Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

  

Description

3.1    Church & Dwight Co., Inc. Amended and Restated Certificate of Incorporation
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


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: April 30, 2021     By:  

/s/ Patrick de Maynadier

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