--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-127530" form_type: "8-K" ticker: "CHD" cik: "0000313927" company_name: "CHURCH & DWIGHT CO INC /DE/" filed_at: "2023-04-28T23:59:59+00:00" generated_at: "2026-06-16T06:48:19.479159+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.2 calibrated_materiality_score: 0.2 confidence: "high" source: SEC EDGAR --- # Church & Dwight shareholders approve ESPP, re-elect directors, and adopt annual say-on-pay ## Summary - All 10 director nominees elected with strong support; broker non-votes ~22.3M. - Stockholders approved Employee Stock Purchase Plan (Proposal 5) with 190.5M for, 2.1M against. - Advisory vote on executive compensation passed 160.2M for; frequency of one-year adopted with 189.8M votes. - Ratification of Deloitte & Touche as auditor approved (202.3M for). - Amended and restated By-laws to update stockholder record dates, electronic communications, and meeting procedures. ## SEC filing metadata - accession: 0001193125-23-127530 - form_type: 8-K - ticker: CHD - cik: 0000313927 - company_name: CHURCH & DWIGHT CO INC /DE/ - filed_at: 2023-04-28T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.2 - calibrated_materiality_score: 0.2 - confidence: high - sec_items: 5.02, 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/313927/000119312523127530/0001193125-23-127530-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/313927/000119312523127530/d461399d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-127530 - JSON: https://secwatch.observer/filing/0001193125-23-127530.json - Plain text: https://secwatch.observer/filing/0001193125-23-127530.txt ## Key facts - Governance Changes CHURCH & DWIGHT CO INC /DE/: Amended and restated By-laws to update stockholder list, record dates, electronic communications, meeting procedures, and make clarifying changes (effective 2023-04-27). - Change: bylaw amendment - Effective: 2023-04-27 source text: On April 27, 2023, the Company amended and restated the Company’s By-laws (the “By-laws”). The amendments to the By-laws, among other things, (i) add new Section 13 of Article II with respect to stockholder lists, (ii) revise Article II and Article VIII of the By-laws with respect to stockholder record dates, (iii) update the provisions in Article II, Article III, Article V, and Article VI of the By-laws with respect to electronic communications, notices, books and records, and meetings, (iv) revise the provisions in Article II with respect to stockholder meeting procedures and voting, and (v) make certain other clarifying changes. evidence_url: https://www.sec.gov/Archives/edgar/data/313927/000119312523127530/0001193125-23-127530-index.htm - Shareholder Votes CHURCH & DWIGHT CO INC /DE/ shareholders approved Advisory Vote to Approve Compensation of the Named Executive Officers. - Proposal: say on pay - Outcome: passed source text: Proposal No. 2 – Advisory Vote to Approve Compensation of the Named Executive Officers The stockholders approved, on an advisory basis, the compensation of the named executive officers as disclosed in the Proxy Statement for the Annual Meeting. The result of the advisory vote is set forth below: For Against Abstain Broker Non-Votes 160,162,544 31,143,028 1,569,738 22,300,635 evidence_url: https://www.sec.gov/Archives/edgar/data/313927/000119312523127530/0001193125-23-127530-index.htm - Shareholder Votes CHURCH & DWIGHT CO INC /DE/ shareholders rejected Stockholder Proposal. - Outcome: failed source text: Proposal No. 6 – Stockholder Proposal The stockholders did not approve the stockholder proposal submitted as Proposal 6. The voting results on the proposal were as follows: For Against Abstain Broker Non-Votes 67,018,030 124,768,483 1,088,797 22,300,635 evidence_url: https://www.sec.gov/Archives/edgar/data/313927/000119312523127530/0001193125-23-127530-index.htm - Shareholder Votes CHURCH & DWIGHT CO INC /DE/ shareholders approved Ratification of the Appointment of Independent Registered Public Accounting Firm. - Proposal: auditor ratification - Outcome: passed source text: Proposal No. 4 — Ratification of the Appointment of Independent Registered Public Accounting Firm The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2023. The voting results on the proposal were as follows: For Against Abstain 202,253,969 12,516,884 405,092 evidence_url: https://www.sec.gov/Archives/edgar/data/313927/000119312523127530/0001193125-23-127530-index.htm - Shareholder Votes CHURCH & DWIGHT CO INC /DE/ shareholders approved Advisory Vote on the Frequency of Executive Compensation. - Proposal: say on pay frequency - Outcome: passed source text: Proposal No. 3 – Advisory Vote on the Frequency of Executive Compensation The stockholders approved the frequency of one-year for the advisory vote on compensation of the Company’s named executive officers. The result of the advisory vote is set forth below: 1-Year 2-Year 3-Year Abstain Broker Non-Votes 189,766,877 254,288 2,269,868 584,277 22,300,635 evidence_url: https://www.sec.gov/Archives/edgar/data/313927/000119312523127530/0001193125-23-127530-index.htm - Shareholder Votes CHURCH & DWIGHT CO INC /DE/ shareholders approved Election of Directors. - Proposal: director election - Outcome: passed source text: Proposal No. 1 — Election of Directors The following nominees were elected by stockholders to serve on the Company’s Board of Directors for a term of one year each, or until their successors are elected and qualified. The voting results for each director nominee were as follows: Nominees For Against Abstain Broker Non-Votes Bradlen L. Cashaw 190,193,843 2,234,763 446,704 22,300,635 Matthew T. Farrell 175,500,041 16,236,173 1,139,096 22,300,635 Bradley C. Irwin 178,420,163 14,017,490 437,657 22,300,635 Penry W. Price 182,630,041 9,801,282 443,987 22,300,635 Susan G. Saideman 184,279,554 8,167,257 428,499 22,300,635 Ravichandra K. Saligram 175,761,859 16,676,923 436,528 22,300,635 Robert K. Shearer 181,937,236 10,498,396 439,678 22,300,635 Janet S. Vergis 181,322,210 11,015,072 538,028 22,300,635 Arthur B. Winkleblack 177,994,253 14,424,952 456,105 22,300,635 Laurie J. Yoler 184,975,118 7,475,134 425,058 22,300,635 evidence_url: https://www.sec.gov/Archives/edgar/data/313927/000119312523127530/0001193125-23-127530-index.htm - Shareholder Votes CHURCH & DWIGHT CO INC /DE/ shareholders approved Approval of the Church & Dwight Co., Inc. Employee Stock Purchase Plan. - Proposal: equity plan - Outcome: passed source text: Proposal No. 5 — Approval of the Church & Dwight Co., Inc. Employee Stock Purchase Plan. The stockholders approved the Church & Dwight Co., Inc. Employee Stock Purchase Plan. The voting results on the proposal were as follows: For Against Abstain Broker Non-Votes 190,489,660 2,058,706 326,944 22,300,635 evidence_url: https://www.sec.gov/Archives/edgar/data/313927/000119312523127530/0001193125-23-127530-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.