Executive Change · Bylaw Amendment

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 27, 2023       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 27, 2023. At the Annual Meeting, the stockholders of the Company approved the Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”), a description of which is included on pages 89 – 92 of the Company’s proxy statement for the 2023 annual meeting filed with the Securities and Exchange Commission on March 17, 2023 (the “Proxy Statement”) and is incorporated herein by reference as Exhibit 99.1. Such description and the other information relating to the Employee Stock Purchase Plan included herein is qualified in its entirety by reference to the actual terms of the Employee Stock Purchase Plan, which is attached as approved as Exhibit 10.1 to this Current Report on Form 8-K.   Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On April 27, 2023, the Company amended and restated the Company’s By-laws (the “By-laws”). The amendments to the By-laws, among other things, (i) add new Section 13 of Article II with respect to stockholder lists, (ii) revise Article II and Article VIII of the By-laws with respect to stockholder record dates, (iii) update the provisions in Article II, Article III, Article V, and Article VI of the By-laws with respect to electronic communications, notices, books and records, and meetings, (iv) revise the provisions in Article II with respect to stockholder meeting procedures and voting, and (v) make certain other clarifying changes. The foregoing description of the amendments to the Company’s By-laws is qualified in all respects by reference to the text of the By-laws, a copy of which is filed 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    190,193,843    2,234,763    446,704    22,300,635 Matthew T. Farrell    175,500,041    16,236,173    1,139,096    22,300,635 Bradley C. Irwin    178,420,163    14,017,490    437,657    22,300,635 Penry W. Price    182,630,041    9,801,282    443,987    22,300,635 Susan G. Saideman    184,279,554    8,167,257    428,499    22,300,635 Ravichandra K. Saligram    175,761,859    16,676,923    436,528    22,300,635 Robert K. Shearer    181,937,236    10,498,396    439,678    22,300,635 Janet S. Vergis    181,322,210    11,015,072    538,028    22,300,635 Arthur B. Winkleblack    177,994,253    14,424,952    456,105    22,300,635 Laurie J. Yoler    184,975,118    7,475,134    425,058    22,300,635 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 160,162,544    31,143,028    1,569,738    22,300,635 Proposal No. 3 – Advisory Vote on the Frequency of Executive Compensation The stockholders approved the frequency of one-year for the advisory vote on compensation of the Company’s named executive officers. The result of the advisory vote is set forth below:   1-Year    2-Year    3-Year    Abstain    Broker Non-Votes 189,766,877    254,288    2,269,868    584,277    22,300,635 As noted above, the stockholders approved, on an advisory basis, an annual advisory vote on the compensation of the Company’s named executive officers. The Company’s Board of Directors has determined that the Company will continue to include a stockholder advisory vote on the compensation of its named executive officers in its proxy materials every year until the next required vote on the frequency of stockholder votes on the compensation of executives, which, under Securities and Exchange Commission regulations, will occur at least once every six years. Proposal No. 4 — 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 2023. The voting results on the proposal were as follows:   For    Against    Abstain 202,253,969    12,516,884    405,092 Proposal No. 5 — Approval of the Church & Dwight Co., Inc. Employee Stock Purchase Plan. The stockholders approved the Church & Dwight Co., Inc. Employee Stock Purchase Plan. The voting results on the proposal were as follows:   For    Against    Abstain    Broker Non-Votes 190,489,660    2,058,706    326,944    22,300,635 Proposal No. 6 – Stockholder Proposal The stockholders did not approve the stockholder proposal submitted as Proposal 6. The voting results on the proposal were as follows:   For    Against    Abstain    Broker Non-Votes 67,018,030    124,768,483    1,088,797    22,300,635   Item 9.01 Financial Statements and Exhibits. (d) Exhibits.   Exhibit No.    Description   3.1    Church & Dwight Co., Inc. Amended and Restated By-laws, as amended and restated April 27, 2023. 10.1    Church & Dwight Co., Inc Employee Stock Purchase Plan, as approved by the Company’s stockholders on April 27, 2023 (incorporated by reference to Appendix A in the Proxy Statement). 99.1    The section entitled “Proposal 5: Approval of the Church & Dwight Co., Inc. Employee Stock Purchase 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 28, 2023     By:   /s/ Patrick de Maynadier     Name:   Patrick de Maynadier     Title:   Executive Vice President, General Counsel and Secretary