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 28, 2022

 

 

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Church & Dwight Co., Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on April 28, 2022. At the Annual Meeting, the stockholders of the Company approved the Amendment and Restatement of the Church & Dwight Co., Inc. Amended and Restated Omnibus Equity Compensation Plan, renamed the Church & Dwight Co., Inc. 2022 Omnibus Equity Compensation Plan (the “Amended Plan”). The Amended Plan had been approved by the Company’s Board of Directors on March 14, 2022, subject to receipt of stockholder approval, and became effective upon receipt of stockholder approval on April 28, 2022. The Amended Plan, among other things, extends the term of the plan until March 13, 2032, eliminates certain provisions from Section 162(m) of the Internal Revenue Code of 1986, and revises the minimum vesting standards that apply to equity awards under the Amended Plan. A description of the Amended Plan is included on pages 84 – 95 of the Company’s proxy statement for the 2022 annual meeting filed with the Securities and Exchange Commission on March 18, 2022 (the “Proxy Statement”) and is incorporated herein by reference as Exhibit 99.1. Such description and the other information relating to the Amended Plan included herein are qualified in their entirety by reference to the actual terms of the Amended Plan, which is attached as approved as Exhibit 10.1 to this Current Report on Form 8-K.

 

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		189,522,294		1,094,352		403,167		21,555,140
James R. Craigie		181,700,860		8,988,065		330,888		21,555,140
Matthew T. Farrell		175,048,354		14,767,374		1,204,085		21,555,140
Bradley C. Irwin		171,985,178		18,674,929		359,706		21,555,140
Penry W. Price		187,253,750		3,361,198		404,865		21,555,140
Susan G. Saideman		184,207,749		6,397,595		414,469		21,555,140
Ravichandra K. Saligram		169,464,559		20,291,632		1,263,622		21,555,140
Robert K. Shearer		177,418,687		13,224,800		376,326		21,555,140
Janet S. Vergis		181,660,558		8,964,436		394,819		21,555,140
Arthur B. Winkleblack		177,425,012		13,157,545		437,256		21,555,140
Laurie J. Yoler		182,420,123		8,202,653		397,037		21,555,140

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
160,368,809		28,921,717		1,729,287		21,555,140

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 2022. The voting results on the proposal were as follows:

 

For		Against		Abstain
198,419,893		13,521,924		633,136

Proposal No. 4 — Approval of an Amendment and Restatement of the Company’s Amended and Restated Omnibus Equity Compensation Plan

The stockholders approved an Amendment and Restatement of the Company’s Amended and Restated Omnibus Equity Compensation Plan. The voting results on the proposal were as follows:

 

For		Against		Abstain		Broker Non-Votes
159,423,630		30,725,547		870,636		21,555,140

Proposal No. 5 – Stockholder Proposal

The stockholders did not approve the stockholder proposal to reduce the ownership threshold for calling a special meeting of stockholders. The voting results on the proposal were as follows:

 

For		Against		Abstain		Broker Non-Votes
80,610,605		108,680,796		1,728,412		21,555,140

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.		Description
10.1		Church & Dwight Co., Inc. Amended and Restated Omnibus Equity Compensation Plan, as approved by the Company’s stockholders on April 28, 2022.
99.1		The section entitled “Proposal 4: Approval of an Amendment and Restatement of the Church & Dwight Co., Inc. Amended and Restated Omnibus Equity Compensation Plan” included in the Proxy Statement is incorporated herein by reference.
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 29, 2022				By:		/s/ Patrick de Maynadier
				Name:		Patrick de Maynadier
				Title:		Executive Vice President, General Counsel and Secretary