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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