{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-24-131937","form_type":"8-K","ticker":"CHD","cik":"0000313927","company_name":"CHURCH & DWIGHT CO INC /DE/","filed_at":"2024-05-06T23:59:59+00:00","discovered_at":"2026-05-14T18:03:21.518140+00:00","generated_at":"2026-06-02T22:30:04.789854+00:00","sec_items":["5.03","5.07","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.35,"calibrated_materiality_score":0.35,"confidence":"high","headline":"Church & Dwight shareholders approve officer exculpation amendment, elect all director nominees","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-24-131937","json":"https://secwatch.observer/filing/0001193125-24-131937.json","markdown":"https://secwatch.observer/filing/0001193125-24-131937.md","text":"https://secwatch.observer/filing/0001193125-24-131937.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/313927/000119312524131937/0001193125-24-131937-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/313927/000119312524131937/d794342d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-02T22:30:04.789854+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"54a7bb14e156aab3fa41c01b1e773a920f1ab148","claim":"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).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/313927/000119312524131937/0001193125-24-131937-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2024-05-06"}]},{"claim_id":"13ab8e215099cab2d1a2fd5291f9f3d36dd550ef","claim":"CHURCH & DWIGHT CO INC /DE/ shareholders approved Ratification of the Appointment of Independent Registered Public Accounting Firm.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/313927/000119312524131937/0001193125-24-131937-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"}]},{"claim_id":"47cf6ba5abe73c7a4b47b916c97680bb480c7c9a","claim":"CHURCH & DWIGHT CO INC /DE/ shareholders rejected Stockholder Proposal.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/313927/000119312524131937/0001193125-24-131937-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"failed"}]},{"claim_id":"4b9078567448ddfae74f618e647c5b7b0fa32f92","claim":"CHURCH & DWIGHT CO INC /DE/ shareholders approved Election of Directors.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/313927/000119312524131937/0001193125-24-131937-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"}]},{"claim_id":"4ccedf93a771c64562044f86504fe5cf09c7bc00","claim":"CHURCH & DWIGHT CO INC /DE/ shareholders approved Advisory Vote to Approve Compensation of the Named Executive Officers.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/313927/000119312524131937/0001193125-24-131937-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"}]},{"claim_id":"bdab3d59bc930be369e2eb929c6153bc914a2823","claim":"CHURCH & DWIGHT CO INC /DE/ shareholders approved Approval of Amendment to Amended and Restated Certificate of Incorporation.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/313927/000119312524131937/0001193125-24-131937-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"}]}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}