8-KShareholder MattersCorporate ChangesExhibits & Filings

CHURCH & DWIGHT CO INC /DE/ 8-K Report, Bylaw Amendment (May 4, 2018)

Filed May 4, 2018For Securities:CHD

Summary

This 8-K filing from Church & Dwight Co., Inc. (CHD) on May 4, 2018, primarily details the outcome of their Annual Meeting of Stockholders held on May 3, 2018. The most significant development for investors is the approval and adoption of an amendment to the company's Certificate of Incorporation, which declassifies the board of directors. This means that all directors will now be elected annually, moving away from the previous staggered, three-year terms. This change enhances corporate governance by increasing director accountability to shareholders. Previously elected directors serving longer terms will complete them, but all directors will transition to one-year terms by the 2021 annual meeting. Additionally, the company's Bylaws were amended to reflect this declassification and to establish an exclusive forum for legal proceedings in Delaware, aligning with best practices. The filing also confirms the election of directors and the advisory approval of executive compensation.

Key Highlights

  • 1Stockholders approved the declassification of the Board of Directors, moving to an annual election system for all directors.
  • 2This transition to annual director elections will be fully implemented by the 2021 annual meeting.
  • 3The Amended and Restated Certificate of Incorporation was filed and became effective on May 4, 2018.
  • 4The company's Bylaws were updated to reflect the declassification of the board and to implement an exclusive forum provision for legal proceedings in Delaware.
  • 5Four director nominees were elected to the Board, with terms to be completed under the previous staggered system before the full transition.
  • 6Stockholders provided advisory approval for the compensation of the named executive officers.
  • 7The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2018 was ratified.

Frequently Asked Questions

The primary change is the declassification of the Board of Directors. Previously, directors were elected for staggered three-year terms. Now, all directors will be elected annually by stockholders, increasing accountability and responsiveness to shareholder interests.

Directors elected prior to the effective date of May 4, 2018, will complete their existing three-year terms. Directors whose terms expire in 2019 and 2020 will be elected for one-year terms at their respective annual meetings. The entire Board will be elected for one-year terms beginning at the 2021 annual meeting.

The exclusive forum provision designates that certain legal proceedings related to the company must be filed in a state court within Delaware (or the federal district court for Delaware if no state court has jurisdiction). This is intended to streamline litigation and reduce legal costs by centralizing legal challenges in a single, familiar jurisdiction for the company.

The stockholders approved the compensation of the named executive officers on an advisory basis. The vote was predominantly in favor, with approximately 174.2 million votes 'For' compared to 8.3 million votes 'Against'.