01—Abstract
Summary
Summary of the 8-K filed November 1, 2019. Cited figures are marked; the original filing is the authoritative source.
This 8-K filing from Church & Dwight Co., Inc. (CHD) on November 1, 2019, primarily details two significant governance changes.
Firstly, Robert D. LeBlanc, a long-serving board member, has announced his intention to retire and will not seek reelection at the 2020 Annual Meeting of Stockholders. Mr. LeBlanc will continue in his current roles, including Lead Director, until his term concludes.
His decision is not attributed to any disagreement with the company, and the company expressed gratitude for his over two decades of service. Secondly, the Board of Directors has adopted Amended and Restated Bylaws that introduce a "proxy access" provision. This allows eligible stockholders, individually or as a group, owning at least 3%a of the company's shares for a minimum of three years, to nominate director candidates for inclusion in the company's proxy materials.
This provision enables such stockholders to nominate up to the greater of two directors or 20%b of the Board, subject to specific requirements outlined in the updated bylaws. These changes reflect a move towards enhanced shareholder rights in director nominations.
02—Key points
Key Highlights
- Robert D. LeBlanc, Lead Director and member of Audit and Executive Committees, will retire and not stand for reelection at the April 30, 2020 Annual Meeting after over two decades of service.
- Mr. LeBlanc's decision not to seek reelection is amicable and not due to any disagreement with the Company.
- The Board of Directors has adopted Amended and Restated Bylaws introducing a "proxy access" provision.
- Proxy access allows eligible stockholders owning 3% or more of shares for at least three years to nominate director candidates for inclusion in company proxy materials.
- Under proxy access, eligible stockholders can nominate up to the greater of two individuals or 20% of the Board.
- The updated bylaws include conforming changes to accommodate the proxy access provision.
- The filing includes the Amended and Restated Bylaws as an exhibit.
03—Questions
Frequently Asked Questions
Who is Robert D. LeBlanc and what is his role at Church & Dwight?
Robert D. LeBlanc is a member of the Board of Directors, Lead Director, and serves on the Audit Committee and the Executive Committee. He has been a director for over two decades.
Why is Robert D. LeBlanc retiring from the board?
Mr. LeBlanc has notified the Board of his intention to retire and will not seek reelection at the 2020 Annual Meeting. His decision was not the result of any disagreement with the Company.
What is 'proxy access' and how does it affect shareholders?
Proxy access is a new provision in the company's bylaws that allows certain long-term shareholders (owning 3% or more of shares for at least three years) to nominate director candidates to be included in the company's proxy materials. This gives shareholders a more direct way to influence board composition.
What are the requirements for a shareholder to use the proxy access provision?
To utilize proxy access, a stockholder or a group of up to 20 stockholders must have continuously owned 3% or more of the Company's outstanding voting shares for at least three years. They, along with their nominees, must also meet other requirements specified in the Amended and Restated Bylaws.
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