Bylaw Amendment · Shareholder Vote

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       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.   Exhibit No.    Description 3.1    Amendment to the Company’s Amended and Restated Certificate of Incorporation, as approved by the Company’s stockholders on May 2, 2024, and filed with the Secretary of State of the State of Delaware on May 6, 2024. 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: May 6, 2024     By:   /s/ Patrick de Maynadier     Name:   Patrick de Maynadier     Title:   Executive Vice President, General Counsel and Secretary