8-K
filed May 6, 2024, 7:59 PM ET
ticker CHD
CIK 0000313927
other material
confidence high
sentiment neutral
materiality 0.35
Church & Dwight shareholders approve officer exculpation amendment, elect all director nominees
CHURCH & DWIGHT CO INC /DE/
- Stockholders approved amendment to Certificate of Incorporation to limit monetary liability of certain officers under Delaware law (171.7M for, 23.8M against).
- All 10 director nominees elected with vote counts ranging from 180.7M to 188.9M in favor.
- Say-on-pay advisory vote passed: 172.9M for, 22.3M against, with 21.8M broker non-votes.
- Ratification of Deloitte & Touche as auditor for 2024 approved: 204.8M for, 12.6M against.
- Stockholder proposal on special shareholder meeting threshold defeated: 36.4M for, 157.0M against.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
CHURCH & DWIGHT CO INC /DE/: Amended Certificate of Incorporation to provide limited exculpation to covered officers under Delaware law, effective May 6, 2024 (effective 2024-05-06).
- Change
- charter amendment
- Effective
- 2024-05-06
Exact text from the filing
At the Annual Meeting, the stockholders of the Company approved a proposal to amend the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to provide limited exculpation to covered officers in order to align with new provisions under Delaware law.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
CHURCH & DWIGHT CO INC /DE/ shareholders approved Ratification of the Appointment of Independent Registered Public Accounting Firm.
- Proposal
- auditor ratification
- Outcome
- passed
Exact text from the filing
Proposal No. 3 — 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 2024. The voting results on the proposal were as follows: For Against Abstain 204,761,427 12,598,071 437,838
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
CHURCH & DWIGHT CO INC /DE/ shareholders rejected Stockholder Proposal.
- Outcome
- failed
Exact text from the filing
Proposal No. 5 – Stockholder Proposal The stockholders did not approve the stockholder proposal submitted as Proposal 5. The voting results on the proposal were as follows: For Against Abstain Broker Non-Votes 36,433,191 157,011,743 2,569,966 21,782,436
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
CHURCH & DWIGHT CO INC /DE/ shareholders approved Election of Directors.
- Proposal
- director election
- Outcome
- passed
Exact text from the filing
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 188,284,981 7,009,471 720,488 21,782,436
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
CHURCH & DWIGHT CO INC /DE/ shareholders approved Advisory Vote to Approve Compensation of the Named Executive Officers.
- Proposal
- say on pay
- Outcome
- passed
Exact text from the filing
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 172,851,148 22,273,985 889,767 21,782,436
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
CHURCH & DWIGHT CO INC /DE/ shareholders approved Approval of Amendment to Amended and Restated Certificate of Incorporation.
- Proposal
- charter amendment
- Outcome
- passed
Exact text from the filing
Proposal No. 4 — Approval of Amendment to Amended and Restated Certificate of Incorporation The stockholders approved the Amendment to Amended and Restated Certificate of Incorporation. The voting results on the proposal were as follows: For Against Abstain Broker Non-Votes 171,743,848 23,824,583 446,469 21,782,436
View on SEC.gov
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