SEC Form 8-K filed by Church & Dwight Company Inc.

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 1, 2025

 

 

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 5.07

Submission of Matters to a Vote of Security Holders.

Church & Dwight Co., Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on May 1, 2025. 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			183,643,492				9,207,180				838,907				21,830,227
Richard A. Dierker Matthew T. Farrell			189,342,712 181,556,118				3,936,145 11,722,999				410,722 410,462				21,830,227 21,830,227
Bradley C. Irwin			179,693,211				13,276,143				720,225				21,830,227
Penry W. Price			171,543,373				21,689,918				456,288				21,830,227
Susan G. Saideman			185,612,559				7,531,092				545,928				21,830,227
Ravichandra K. Saligram			179,915,184				12,957,029				817,366				21,830,227
Robert K. Shearer Michael R. Smith			183,025,774 189,930,009				10,200,497 3,303,846				463,308 455,724				21,830,227 21,830,227
Janet S. Vergis			175,924,048				16,720,752				1,044,779				21,830,227
Arthur B. Winkleblack			181,932,255				11,302,75				454,567				21,830,227
Laurie J. Yoler			185,621,566				7,516,725				551,288				21,830,227

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
171,434,383		21,685,773		569,423		21,830,227

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 2025. The voting results on the proposal were as follows:

 

For		Against		Abstain
201,429,583		13,700,151		390,072

Proposal No. 4 – Stockholder Proposal

The stockholders did not approve the stockholder proposal submitted as Proposal 4. The voting results on the proposal were as follows:

 

For		Against		Abstain		Broker Non-Votes
27,836,185		165,085,788		767,606		21,830,227

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 2, 2025				By:		/s/ Patrick de Maynadier
				Name:		Patrick de Maynadier
				Title:		Executive Vice President, General Counsel and Secretary