Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The foregoing description is qualified in its entirety by reference to the amendment to the Certificate of Incorporation, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
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: Broker Nominees For Against Abstain Non-Votes James R. Craigie 178,310,698 8,095,332 160,173 24,744,355 Matthew T. Farrell 168,711,296 16,379,799 1,475,108 24,744,355 Bradley C. Irwin 170,335,572 16,067,707 162,924 24,744,355 Penry W. Price 181,475,300 4,923,689 167,214 24,744,355 Susan G. Saideman 184,123,952 1,752,526 689,725 24,744,355 Ravichandra K. Saligram 169,648,785 16,752,165 165,253 24,744,355 Robert K. Shearer 173,846,765 12,537,105 182,333 24,744,355 Janet S. Vergis 180,384,022 6,030,297 151,884 24,744,355 Arthur B. Winkleblack 171,585,665 14,814,803 165,735 24,744,355 Laurie J. Yoler 179,389,715 6,484,267 692,221 24,744,355
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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 160,407,692 25,319,969 838,542 24,744,355
Proposal No. 3 - Amendment to the Company's Amended and Restated Certificate of Incorporation to remove the requirement for holders of two-thirds of the Company's outstanding stock to fill vacancies on the Board of Directors
The stockholders approved the amendment to the Company's Certificate of Incorporation to remove the requirement for holders of two-thirds of the Company's outstanding stock to fill vacancies on the Board of Directors. The voting results on the proposal were as follows:
For Against Abstain Broker Non-Votes 184,995,898 1,266,404 303,901 24,744,355
Proposal No. 4 - Amendment to the Company's Amended and Restated Certificate of Incorporation to remove the requirement to have the holders of two-thirds of the Company's outstanding stock approve certain mergers, consolidations or dispositions of substantial assets
The stockholders approved the amendment to the Company's Certificate of Incorporation to remove the requirement to have the holders of two-thirds of the Company's outstanding stock approve certain mergers, consolidations or dispositions of substantial assets of the Company. The voting results on the proposal were as follows:
For Against Abstain Broker Non-Votes 184,896,468 1,373,700 296,035 24,744,355
Proposal No. 5 - Amendment to the Company's Amended and Restated Certificate of Incorporation to remove certain procedural provisions that will no longer be required now that the Board is fully declassified
The stockholders approved the amendment to the Company's Certificate of Incorporation to remove certain procedural provisions that will no longer be required now that the Board is fully declassified. The voting results on the proposal were as follows:
For Against Abstain 209,370,551 1,515,557 424,450
Proposal No. 6 - Ratification of the Appointment of Independent Registered Public Accounting Firm
The stockholders ratified the appointment of
For Against Abstain 196,558,452 14,570,099 182,007
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 3.1Church & Dwight Co., Inc. Amended and Restated Certificate of Incorporation 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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