Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

Church & Dwight Co., Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting") on April 28, 2022. At the Annual Meeting, the stockholders of the Company approved the Amendment and Restatement of the Church & Dwight Co., Inc. Amended and Restated Omnibus Equity Compensation Plan, renamed the Church & Dwight Co., Inc. 2022 Omnibus Equity Compensation Plan (the "Amended Plan"). The Amended Plan had been approved by the Company's Board of Directors on March 14, 2022, subject to receipt of stockholder approval, and became effective upon receipt of stockholder approval on April 28, 2022. The Amended Plan, among other things, extends the term of the plan until March 13, 2032, eliminates certain provisions from Section 162(m) of the Internal Revenue Code of 1986, and revises the minimum vesting standards that apply to equity awards under the Amended Plan. A description of the Amended Plan is included on pages 84 - 95 of the Company's proxy statement for the 2022 annual meeting filed with the Securities and Exchange Commission on March 18, 2022 (the "Proxy Statement") and is incorporated herein by reference as Exhibit 99.1. Such description and the other information relating to the Amended Plan included herein are qualified in their entirety by reference to the actual terms of the Amended Plan, which is attached as approved as Exhibit 10.1 to this Current Report on Form 8-K.

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, 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         189,522,294   1,094,352     403,167       21,555,140
James R. Craigie          181,700,860   8,988,065     330,888       21,555,140
Matthew T. Farrell        175,048,354   14,767,374   1,204,085      21,555,140
Bradley C. Irwin          171,985,178   18,674,929    359,706       21,555,140
Penry W. Price            187,253,750   3,361,198     404,865       21,555,140
Susan G. Saideman         184,207,749   6,397,595     414,469       21,555,140
Ravichandra K. Saligram   169,464,559   20,291,632   1,263,622      21,555,140
Robert K. Shearer         177,418,687   13,224,800    376,326       21,555,140
Janet S. Vergis           181,660,558   8,964,436     394,819       21,555,140
Arthur B. Winkleblack     177,425,012   13,157,545    437,256       21,555,140
Laurie J. Yoler           182,420,123   8,202,653     397,037       21,555,140

--------------------------------------------------------------------------------

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 160,368,809 28,921,717 1,729,287 21,555,140

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 2022. The voting results on the proposal were as follows:



    For        Against     Abstain
198,419,893   13,521,924   633,136

Proposal No. 4 - Approval of an Amendment and Restatement of the Company's Amended and Restated Omnibus Equity Compensation Plan

The stockholders approved an Amendment and Restatement of the Company's Amended and Restated Omnibus Equity Compensation Plan. The voting results on the proposal were as follows:



    For        Against     Abstain   Broker Non-Votes
159,423,630   30,725,547   870,636      21,555,140

Proposal No. 5 - Stockholder Proposal

The stockholders did not approve the stockholder proposal to reduce the ownership threshold for calling a special meeting of stockholders. The voting results on the proposal were as follows:

For Against Abstain Broker Non-Votes 80,610,605 108,680,796 1,728,412 21,555,140

--------------------------------------------------------------------------------

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.

Exhibit No.                                  Description

10.1                Church & Dwight Co., Inc. Amended and Restated Omnibus Equity
                  Compensation Plan, as approved by the Company's stockholders on
                  April 28, 2022.

99.1                The section entitled "Proposal 4: Approval of an Amendment and
                  Restatement of the Church & Dwight Co., Inc. Amended and Restated
                  Omnibus Equity Compensation Plan" included in the Proxy Statement
                  is incorporated herein by reference.

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

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses