CHURCH & DWIGHT CO., INC. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
In addition, effective
In addition, the Board amended the Amended and Restated Bylaws to move the Advance Notice Requirements to the Amended and Restated Bylaws and make certain changes to the Advance Notice Requirements, as described in more detail in the Proxy Statement. As so amended, the Advance Notice Requirements maintain the Advance Notice requirements that were previously set forth in the Company's Certificate of Incorporation, and, in addition to certain other changes, require stockholders submitting a nominee to the Board or notice of other business to be brought before the Company's stockholders to provide (1) a description of any agreements relating to hedging or shorting the stockholders' interest in the Company's securities, (2) a representation as to whether the stockholder has formed a "group" with any other stockholders relating to the business or nominee submitted by the stockholder, and (3) any other information that would be required to be disclosed in a proxy statement in connection with the solicitation of proxies for the nominees or proposed business. In addition, pursuant to the Amended and Restated Bylaws, in order to be timely, any stockholder who wishes to propose any business to be considered by the stockholders at the Company's annual meeting, or who wants to nominate a person for election to the Board at that meeting, must provide written notice that sets forth the specified information described in the Amended and Restated Bylaws no more than 120 days and no less than 90 days prior to the first anniversary of the previous year's annual meeting. Further, the Advance Notice Requirements have been revised to provide that the number of nominees that a stockholder may nominate for election at the stockholder meeting may not exceed the number of directors to be elected at such meeting.
The foregoing descriptions are qualified in their entirety by reference to the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, copies of which are attached as Exhibit 3.1 and Exhibit 3.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
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Item 5.07 Submission of Matters to a Vote of Security Holders.
The final voting results for each of the proposals submitted to a vote of the Company's stockholders at the Annual Meeting are set forth below.
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. The voting results for each director nominee were as follows:
Broker Non-
Nominees For Against Abstain Votes
James R. Craigie 182,404,774 6,469,211 205,027 27,058,676
Bradley C. Irwin 175,223,309 13,636,701 219,002 27,058,676
Penry W. Price 186,579,877 2,206,300 292,835 27,058,676
Janet S. Vergis 184,307,332 4,568,678 203,002 27,058,676
Arthur B. Winkleblack 180,071,015 8,764,579 243,418 27,058,676
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 174,047,279 14,654,732 377,001 27,058,676
Proposal No. 3 - Amendment and restatement of the Company's Amended and Restated Certificate of Incorporation to give holders of 25% of the Company's outstanding shares the right to request a special meeting
The stockholders approved the amendment and restatement of the Company's Amended and Restated Certificate of Incorporation to give holders of 25% of the Company's outstanding shares the right to request a special meeting. The voting results on the proposal were as follows:
For Against Abstain Broker Non-Votes 187,662,511 1,168,774 247,727 27,058,676
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Proposal No. 4 - Amendment and restatement of the Company's Amended and Restated Certificate of Incorporation to eliminate certain supermajority voting requirements to amend certain of its provisions
The stockholders approved the amendment and restatement of the Company's Amended and Restated Certificate of Incorporation to eliminate certain supermajority voting requirements to amend certain of its provisions. The voting results on the proposal were as follows:
For Against Abstain Broker Non-Votes 187,298,456 1,536,052 244,504 27,058,676
Proposal No. 5 - Amendment and restatement of the Company's Amended and Restated Certificate of Incorporation to move certain advance notice requirements to the Company's Bylaws
The stockholders approved the amendment and restatement of the Company's Amended and Restated Certificate of Incorporation to move certain advance notice requirements to the Company's Bylaws. The voting results on the proposal were as follows:
For Against Abstain Broker Non-Votes
187,209,170 1,156,744 713,098 27,058,676
Proposal No. 6 - Ratification of the Appointment of Independent Registered Public Accounting Firm
The stockholders ratified the appointment of
For Against Abstain
203,814,101 11,999,129 324,458
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 3.1Church & Dwight Co., Inc. Amended and Restated Certificate of Incorporation 3.2Church & Dwight Co., Inc. Amended and Restated Bylaws 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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