8-KSecurities & Listing

CHURCH & DWIGHT CO INC /DE/ 8-K Report, Listing Notice (Jul 10, 2013)

Filed July 10, 2013For Securities:CHD

Summary

This Form 8-K filing from Church & Dwight Co., Inc. (CHD) addresses a temporary non-compliance issue with the New York Stock Exchange (NYSE) listing requirements. Following the unexpected resignation of a director who was a member of the Audit Committee, the committee was left with only two members, falling short of the NYSE's requirement for at least three independent directors. The company was notified of this deficiency on July 9, 2013, and was given a deadline to rectify the situation. Church & Dwight acted swiftly to resolve the issue. On July 10, 2013, the Board of Directors appointed an existing independent director to the Audit Committee. This action immediately brought the committee back into compliance with NYSE regulations, ensuring the company remains listed without further disruption. The filing emphasizes that the prior director's resignation was not due to any disagreements regarding company operations.

Key Highlights

  • 1Church & Dwight Co., Inc. temporarily fell out of compliance with NYSE listing rules regarding the minimum number of independent directors on its Audit Committee.
  • 2The deficiency arose due to the resignation of a director from the Audit Committee on July 2, 2013.
  • 3The NYSE notified the company on July 9, 2013, of the non-compliance, setting a cure date of July 16, 2013.
  • 4The company acted promptly and appointed a new member to the Audit Committee on July 10, 2013.
  • 5The appointment of an existing independent director immediately cured the deficiency.
  • 6Church & Dwight is now in full compliance with NYSE listing requirements for its Audit Committee composition.

Frequently Asked Questions

Church & Dwight filed this Form 8-K to report a temporary deficiency in meeting the New York Stock Exchange's (NYSE) requirement for its Audit Committee to have at least three independent directors, following a board member's resignation.

No, the filing explicitly states that the director's resignation was not due to any disagreements with the Company on any matter relating to the Company’s operations, policies or practices.

Yes, the company was notified of a deficiency on July 9, 2013, but promptly appointed a new member to the Audit Committee on July 10, 2013. This action cured the deficiency, and the company is now in full compliance with the NYSE listing requirements.

The company was temporarily deficient in meeting Section 303A.07(a) of the NYSE Listed Company Manual, which mandates that audit committees be comprised of at least three independent directors.