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

Year.

Church & Dwight Co., Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting") on April 29, 2021. At the Annual Meeting, the stockholders of the Company approved proposals to amend the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") to (i) remove the requirement for holders of two thirds of the Company's outstanding common stock to fill vacancies on the Board of Directors of the Company (the "Board"); (ii) 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; and (iii) remove certain procedural provisions that are no longer required now that the Board is fully declassified, each as described in more detail in the definitive proxy statement on Schedule 14A delivered to the Company's stockholders in connection with the Annual Meeting and filed with the Securities and Exchange Commission on March 19, 2021 (the "Proxy Statement"). The amendment to the Certificate of Incorporation to implement these changes was previously approved by the Board, subject to stockholder approval. The Company filed the amendment to the Certificate of Incorporation with the Delaware Secretary of State, and it became effective, on April 30, 2021.

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 Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2021. The voting results on the proposal were as follows:





    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

3.1                 Church & 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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