8-K/AMaterial Agreements

CHURCH & DWIGHT CO INC /DE/ 8-K/A Report, Material Agreement (Feb 3, 2006)

Filed February 3, 2006For Securities:CHD

Summary

This Form 8-K/A filing from Church & Dwight Co., Inc. serves as an amendment to a previous filing, primarily to correct minor typographical errors. The core of the filing details the executive incentive compensation criteria approved by the Board of Directors on January 25, 2006, for the fiscal year 2006. These criteria outline how annual incentive bonuses will be determined for executive officers, linking a significant portion of compensation to the achievement of specific corporate and, where applicable, divisional performance metrics. Investors should note that the incentive compensation structure is designed to align executive rewards with key financial and strategic objectives. The bonus potential ranges from zero to 200% of the target amount, with the CEO's target set at 100% of base salary and other executives at 50%. The performance metrics include consolidated net sales, operating margin, and net debt for corporate performance, and specific net sales and operating margin targets for divisional performance. Individual performance goals also contribute, focusing on strategic initiatives like new products, business development, and cost control.

Key Highlights

  • 1Amendment to a prior 8-K filing solely for typographical error correction.
  • 2New executive incentive compensation criteria approved for 2006 performance.
  • 3Annual incentive compensation can range from 0% to 200% of target.
  • 4CEO's target incentive is 100% of base salary; other executives' target is 50% of base salary.
  • 5Corporate performance metrics: consolidated net sales (40%), operating margin (40%), and net debt (20%).
  • 6Divisional performance metrics (for relevant executives) include net sales (50%) and operating margin (50%).
  • 7Individual performance goals related to strategic initiatives also impact compensation.

Frequently Asked Questions

This filing is an amendment (8-K/A) to a previous Form 8-K filed on January 31, 2006. Its sole purpose is to correct two typographical errors in the original filing regarding the entry into a material definitive agreement concerning executive incentive compensation criteria for 2006. The substance of the agreement remains unchanged.

Incentive compensation is based on a percentage of base salary, ranging from zero to 200% of a target amount. The target is set at 100% of base salary for the CEO and 50% of base salary for other executive officers. The actual payout depends on achieving specific corporate, divisional (if applicable), and individual performance metrics.

Corporate performance is measured by consolidated net sales (40%), operating margin (40%), and net debt (20%). For executives responsible for specific divisions, 40% of their bonus is tied to corporate performance, while another 40% is based on their division's net sales and operating margin performance (each at 50% weighting), with the remaining 20% based on individual performance.

Yes, the criteria specify minimum achievement levels for each metric below which no award is paid. Similarly, maximum achievement levels are set, at or above which bonuses equal to two times the target award can be paid for those metrics.