Current Report Filing (8-k)

CHURCH & DWIGHT CO., INC.

Date: November 1, 2019

/s/ Patrick de Maynadier

Patrick de Maynadier

Executive Vice President, General Counsel and Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of the report (Date of earliest event reported): October 30, 2019

CHURCH & DWIGHT CO., INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

1-10585

13-4996950

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


500 Charles Ewing Boulevard, Ewing, New Jersey		08628
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (609) 806-1200

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240. 14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol

Name of each exchange

on which registered

Common Stock, $1 par value

CHD

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 30, 2019, Robert D. LeBlanc notified the Board of Directors (the “Board”) of Church & Dwight Co., Inc. (the “Company”) that he intends to retire from the Board and will, therefore, not stand for reelection as a member of the Board at the Company’s Annual Meeting of Stockholders to be held on April 30, 2020 (the “2020 Annual Meeting”). Mr. LeBlanc will continue to serve on the Board and as Lead Director and as a member of the Audit Committee and the Executive Committee until the end of his term, which will expire at the end of the 2020 Annual Meeting or when his successor has been elected and qualified. The Company gratefully acknowledges Mr. LeBlanc’s more than two decades of dedicated service on its Board. Mr. LeBlanc’s decision not to seek reelection was not the result of any disagreement with the Company.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 30, 2019, the Board approved and adopted Amended and Restated Bylaws of the Company to provide for “proxy access” for eligible stockholders of the Company. New Section 7 of Article III has been added to the Amended and Restated Bylaws to permit a stockholder, or a group of up to 20 stockholders, owning 3% or more of the Company’s outstanding voting shares continuously for at least three years to nominate and include in the Company’s proxy materials director nominees constituting up to the greater of two individuals or 20% of the Board, provided that such stockholder or stockholders and board nominees satisfy the requirements set forth in the Amended and Restated Bylaws. The Amended and Restated Bylaws also include certain other conforming changes to accommodate the proxy access provision.

The foregoing summary of the Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits


Exhibit Number		Description

	3.1	Church & Dwight Co., Inc. Amended and Restated Bylaws

	104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.