Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

On December 23, 2022, the Board of Directors (the "Board") of Church & Dwight Co., Inc. (the "Company") amended and restated the Company's By-laws (the "By-laws"). The amendments to the By-laws, among other things, (i) require stockholders submitting a nomination pursuant to Rule 14a-19 under the Securities Exchange Act of 1934, as amended, to represent that they intend to comply with the minimum solicitation requirements of Rule 14a-19, and provide evidence that certain requirements of Rule 14a-19 have been satisfied, (ii) incorporate certain other technical changes in light of the adoption of Rule 14a-19, (iii) require additional background information and disclosures from nominating or proposing stockholders, proposed nominees and certain other persons associated with nominating or proposing stockholders, (iv) require stockholders who gave notice of any nomination or proposal to be brought before a meeting of the Company's stockholders to update and supplement such notice, if necessary, to ensure the information required by the advance notice provisions of the By-laws remains accurate, (v) clarify that stockholders may not make additional or substitute nominations following the expiration of the applicable nomination deadline, and (vi) incorporate certain other technical, clarifying and conforming changes.

The foregoing description of the amendments to the Company's By-laws is qualified in all respects by reference to the text of the By-laws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.

Exhibit
  No.       Description

3.1           Church & Dwight Co., Inc. Amended and Restated By-laws, as amended
            December 23, 2022.

104         Cover Page Interactive Data File (embedded within the inline XBRL
            document).

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