Summary
This 8-K filing by CHURCH & DWIGHT CO INC /DE/ (CHD) on December 23, 2022, details significant amendments to the company's By-laws. The primary focus of these changes is to align with and implement Rule 14a-19 under the Securities Exchange Act of 1934, which governs proxy access. These amendments enhance the procedural requirements for stockholders wishing to nominate directors or submit proposals at company meetings. Key changes include requiring stockholders to attest to compliance with Rule 14a-19's solicitation requirements, providing evidence of satisfaction of these rules, and furnishing additional background information on nominating stockholders and nominees. The By-laws also reinforce that no new or substitute nominations can be made after the nomination deadline has passed, and require timely updates to any previously submitted notices. Investors should view these amendments as a procedural update aimed at streamlining corporate governance and ensuring compliance with evolving regulatory requirements.
Key Highlights
- 1Church & Dwight Co., Inc. (CHD) amended and restated its By-laws on December 23, 2022.
- 2The amendments are primarily to comply with and incorporate Rule 14a-19 of the Securities Exchange Act of 1934 (proxy access).
- 3Stockholders submitting nominations under Rule 14a-19 must now represent intent to comply with its solicitation requirements.
- 4Additional background information and disclosures are required from nominating/proposing stockholders and their nominees.
- 5The By-laws clarify that stockholders cannot make additional or substitute nominations after the nomination deadline.
- 6A requirement for updating previously submitted nomination notices to ensure accuracy has been added.
- 7The amended By-laws are filed as Exhibit 3.1 to the 8-K report.