8-KCorporate ChangesExhibits & Filings

CHURCH & DWIGHT CO INC /DE/ 8-K Report, Bylaw Amendment (Feb 3, 2009)

Filed February 3, 2009For Securities:CHD

Summary

This 8-K filing from Church & Dwight Co., Inc. (CHD) reports on amendments made to its By-Laws, specifically concerning the indemnification provisions for its directors, officers, employees, and agents. These changes, effective January 28, 2009, aim to provide robust protections and contractual rights regarding indemnification, even in the event of future changes to the Company's governing documents or applicable law. The primary goal of these amendments is to ensure that individuals serving the Company are indemnified to the fullest extent permitted by Delaware law. This includes clarifying that these indemnification rights are contractual and cannot be retroactively eliminated or reduced. The amendments also align the By-Laws with the Company's Certificate of Incorporation regarding enforcement of these rights, offering shareholders transparency and assurance regarding the governance and protective measures in place for key personnel.

Key Highlights

  • 1Church & Dwight's Board of Directors approved amendments to the indemnification provisions in its By-Laws on January 28, 2009.
  • 2The amendments clarify that indemnification rights, including advancement of expenses, are considered contractual rights.
  • 3These contractual rights cannot be eliminated or reduced for acts occurring before any future modifications, repeals, or adoptions of the Company's governing documents or relevant laws.
  • 4The scope of indemnification obligations is now substantively aligned with comparable provisions in the Company's Certificate of Incorporation.
  • 5The By-Laws now provide for indemnification of directors, officers, employees, and agents to the fullest extent permitted by Delaware General Corporation Law.
  • 6A new provision addresses the ability of an indemnified person to bring an action to enforce their rights and related procedural matters.

Frequently Asked Questions

The main purpose of these amendments is to strengthen and clarify the indemnification provisions for directors, officers, employees, and agents of Church & Dwight. They ensure these individuals are protected to the maximum extent allowed by Delaware law and that these protections are considered contractual rights that cannot be retroactively diminished.

No, the amendments are not retroactive in a way that would eliminate protections for past actions. They establish that indemnification rights are contractual and cannot be modified or repealed in a way that affects acts or failures to act that occurred before such modification or repeal.

These amendments clarify the Company's existing obligations to indemnify its key personnel. While they formalize and potentially broaden the scope of indemnification as permitted by law, they are intended to align with standard corporate governance practices and are already factored into the Company's risk management and operational considerations.

The full text of the Amended and Restated By-Laws, as amended, is filed as Exhibit 3.1 to this 8-K report and is incorporated by reference.