CHURCH Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensation
Arrangements of Certain Officers.
Church Dwight Co., Inc. (the Company) held its Annual Meeting of
Stockholders (the Annual Meeting) on May4, 2017. At the Annual
Meeting, the stockholders of the Company approved the Second
Amended and Restated Annual Incentive Plan (the Plan). The Plan
had been approved by the Companys Board of Directors on March1,
2017, subject to receipt of stockholder approval, and became
effective upon receipt of stockholder approval on May4, 2017.
Such stockholder approval constituted re-approval of the
performance goals under the Plan, and replaces the Companys
original Amended and Restated Annual Incentive Plan (the Original
Plan). The Plan does not provide for any material substantive
changes from the Original Plan. A description of the Plan is
included on pages 64-66 of the Companys definitive proxy
statement on Schedule 14A for the Annual Meeting filed with the
Securities and Exchange Commission on March22, 2017 (the Proxy
Statement) and is incorporated herein by reference. Such
description and the other information relating to the Plan
incorporated by reference herein is qualified in its entirety by
reference to the actual terms of the Plan, which is attached as
approved as Exhibit 10.1 hereto.
Item5.07. Submission of Matters to a Voteof Security
Holders.
(a) (b) The final voting results for each of the proposals
submitted to a vote of the Companys stockholders at the Companys
Annual Meeting are set forth below.
Proposal No.1 Election of Directors
The following nominees were elected by stockholders to serve on
the Companys Board of Directors for a term of three years each.
The voting results for each director nominee were as follows:
|
Nominees |
For |
Against |
Abstain |
BrokerNon-Votes |
||||
|
James R. Craigie |
177,598,146 | 13,497,257 | 276,215 | 33,366,256 | ||||
|
Robert D. LeBlanc |
185,137,861 | 5,943,667 | 290,090 | 33,366,256 | ||||
|
Janet S. Vergis |
190,524,377 | 672,096 | 175,145 | 33,366,256 |
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 |
BrokerNon-Votes |
|||
| 179,462,132 | 11,144,396 | 765,090 | 33,366,256 |
Proposal No.3 Advisory vote to determine the frequency of
the advisory vote on compensation of our named Executive
Officers
The stockholders approved, on an advisory basis, a One Year
frequency of future advisory votes on the compensation of the
Companys named executive officers. The result of the advisory
vote is set forth below:
|
OneYear |
TwoYears |
ThreeYears |
Abstain |
BrokerNon-Votes |
||||
| 173,419,025 | 652,082 | 16,942,915 | 357,596 | 33,366,256 |
Proposal No.4 Approval of the Second Amended and Restated
Annual Incentive Plan
The stockholders approved the Companys Second Amended and
Restated Annual Incentive Plan. The voting results on the
proposal were as follows:
|
For |
Against |
Abstain |
BrokerNon-Votes |
|||
|
186,537,880 |
4,034,722 | 799,016 | 33,366,256 |
Proposal No.5 Amendment of Certificate of Incorporation
to increase the number of authorized shares of common stock from
300,000,000 to 600,000,000 shares
The stockholders approved the Amendment of the Companys
Certificate of Incorporation to increase the number of authorized
shares of common stock from 300,000,000 to 600,000,000 shares.
The voting results on the proposal were as follows:
|
For |
Against |
Abstain |
BrokerNon-Votes |
|||
|
187,382,328 |
36,082,569 | 1,272,977 |
|
Proposal No.6 Ratification of the Appointment of
Independent Registered Public Accounting Firm
The stockholders ratified the appointment of Deloitte Touche LLP
as the Companys independent registered public accounting firm for
2017. The voting results on the proposal were as follows:
|
For |
Against |
Abstain |
||
|
219,535,636 |
4,969,546 | 232,692 |
(d) In light of the shareholder preference reflected in the
voting results with respect to Proposal No.3, the Companys Board
of Directors has determined to continue to hold each year a
stockholder advisory vote on the compensation of the Companys
named Executive Officers until at least the next advisory
shareholder vote on the frequency of such vote.
| Item9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit |
Description |
|
| 10.1 |
Church Dwight Co., Inc. Amended and Restated Annual Incentive Plan, as approved by the Companys stockholders on May4, 2017 |
|
| 99.1 |
Description of the Church Dwight Co., Inc. Amended and Restated Annual Incentive Plan (incorporated by reference to pages 64-66 of the Companys definitive proxy statement on Schedule 14A for the 2017 annual meeting filed with the Securities and Exchange Commission on March22, 2017) |
About CHURCH & DWIGHT CO., INC. (NYSE:CHD)
Church & Dwight Co., Inc. develops, manufactures and markets a range of household, personal care and specialty products. The Company’s segments include Consumer Domestic, Consumer International and Specialty Products Division (SPD). The Company also sells specialty products to industrial customers and distributors. The Consumer Domestic segment includes various brands, as well as other household and personal care products, such as KABOOM cleaning products, ARRID antiperspirant, CLOSE-UP and AIM toothpastes and SIMPLY SALINE nasal saline moisturizer. The Consumer International segment markets a range of personal care products, household and over-the-counter products in international markets, including Canada, France, China, Australia, the United Kingdom, Mexico and Brazil. The Company’s SPD segment is a producer of sodium bicarbonate, which it sells together with other specialty inorganic chemicals for various industrial, institutional, medical and food applications. CHURCH & DWIGHT CO., INC. (NYSE:CHD) Recent Trading Information
CHURCH & DWIGHT CO., INC. (NYSE:CHD) closed its last trading session down -0.11 at 50.74 with 3,420,722 shares trading hands.