CHURCH DWIGHT CO INC DE
For the period ended May 2, 2024. Filed Mar 22, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 2, 2024 · Filed Mar 22, 2024
Contents
APPENDIX A
AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
Amendment if Proposal 4 is approved by the Stockholders at the Annual Meeting
If the stockholders approve Proposal 4 at the Annual Meeting, the Board of Directors currently intends to amend paragraph (a) of Article SEVENTH of the Company’s Certificate of Incorporation as follows (with new language added in bold):
To the fullest extent permitted by the Delaware General Corporation Law as the same exists or may hereafter be amended, a directoror officer of the Corporation shall not bepersonally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a directoror officer., except for liability (1) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law (3) under Section 174 of the Delaware General Corporation Law, or (4) for any transaction from which the director derived an improper personal benefit. Any amendment or repeal of, or adoption of any provision inconsistent with, this Article SEVENTH shall not adversely affect any right or protection of a director or officer of the Corporation in respect of any breach of fiduciary duty occurring in whole or in part prior to such amendment or repeal.
| Church & Dwight Co. | 2024 Proxy Statement | 1 |
|---|
Church & Dwight Co., Inc. Princeton South Corporate Park 500 Charles Ewing Boulevard Ewing, New Jersey 08628
| CHURCH & DWIGHT CO., INC. PRINCETON SOUTH CORPORATE PARK 500 CHARLES EWING BOULEVARD EWING, NJ 08628 | SCAN TO VIEW MATERIALS & VOTE | |
|---|---|---|
| VOTE BY INTERNET | ||
| Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above | ||
| Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. | ||
| You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. | ||
| Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. | ||
| VOTE BY MAIL | ||
| Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
V34227-P06136 KEEP THIS PORTION FOR YOUR RECORDS
— — — — — — — — — — — — — — — — — — — — — — — — — — —— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —— — — — — — — —
| THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | DETACH AND RETURN THIS PORTION ONLY |
|---|
| CHURCH & DWIGHT CO., INC. | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| The Board of Directors recommends that you vote FOR the following nominees: | ||||||||||
| 1. · Election of ten nominees to serve as directors for a term of one year; · For · Against · Abstain | ||||||||||
| Nominees: | ||||||||||
| 1a. · Bradlen S. Cashaw · ☐ · ☐ · ☐ | ||||||||||
| 1b. · Matthew T. Farrell · ☐ · ☐ · ☐ · The Board of Directors recommends that you vote FOR the following proposals: · For · Against · Abstain | ||||||||||
| 1c. | Bradley C. Irwin | ☐ | ☐ | ☐ | 3. | Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2024; | ☐ | ☐ | ☐ | |
| 1d. | Penry W. Price | ☐ | ☐ | ☐ | 4. | Approval of the amendment of the Church & Dwight Co., Inc. Amended and Restated Certificate of Incorporation; | ☐ | ☐ | ☐ | |
| 1e. · Susan G. Saideman · ☐ · ☐ · ☐ · The Board of Directors recommends that you vote AGAINST the following proposal: · For · Against · Abstain | ||||||||||
| 1f. | Ravichandra K. Saligram | ☐ | ☐ | ☐ | 5. | Stockholder Proposal – Transparency in Political Contributions. | ☐ | ☐ | ☐ | |
| 1g. · Robert K. Shearer · ☐ · ☐ · ☐ · To act on such other business as may properly be brought before the meeting and any adjournments or postponements thereof. | ||||||||||
| 1h. · Janet S. Vergis · ☐ · ☐ · ☐ · IF NO INSTRUCTIONS ARE GIVEN, THE SHARES WILL BE VOTED FOR THE ELECTION OF THE NOMINEES NAMED IN PROPOSAL 1, FOR PROPOSALS 2, 3 AND 4 AND AGAINST PROPOSAL 5. THIS PROXY ALSO DELEGATES DISCRETIONARY AUTHORITY TO VOTE WITH RESPECT TO ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. | ||||||||||
| 1i. · Arthur B. Winkleblack · ☐ · ☐ · ☐ | ||||||||||
| 1j. · Laurie J. Yoler · ☐ · ☐ · ☐ | ||||||||||
| The Board of Directors recommends that you vote FOR the following proposal: | For | Against | Abstain | |||||||
| 2. | An advisory vote to approve compensation of our named executive officers; | ☐ | ☐ | ☐ | ||||||
| Please sign exactly as your name(s) appear(s) hereon. All holders, including joint owners, must sign below. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. If the holder is a corporation or partnership, please sign in full corporate or partnership name by authorized officer. | ||||||||||
| Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
|---|
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held
on May 2, 2024:
The Notice of Annual Meeting, Proxy Statement and 2023 Annual Report to Stockholders
are available at www.proxyvote.com.
— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —
V34228-P06136
CHURCH & DWIGHT CO., INC.
Annual Meeting of Stockholders - May 2, 2024
This proxy is solicited by the Board of Directors
The undersigned hereby appoints MATTHEW T. FARRELL, PATRICK D. DE MAYNADIER and RAVICHANDRA K. SALIGRAM, and each of them, proxies, each with full power of substitution, to vote all shares of stock which the undersigned would be entitled to vote if personally present at the Annual Meeting of Stockholders of Church & Dwight Co., Inc. to be held virtually via a live audio webcast at www.virtualshareholdermeeting.com/CHD2024 on Thursday, May 2, 2024 at 12:00 p.m., EDT, and at all adjournments or postponements thereof, subject to the directions indicated on the reverse side of this proxy card.
If you are a participant in the Church & Dwight Co., Inc. Retirement Investment Fund Plans (the “401(k) Plans”), this proxy covers all shares for which the undersigned has the right to give voting instructions to Vanguard Fiduciary Trust Company, the trustee of the 401(k) Plans. This proxy, when properly executed, will be voted as directed by the undersigned on the reverse side. Shares in the 401(k) Plans for which voting instructions are not received by 10:00 a.m. Eastern Time on April 29, 2024, or for which no voting instructions are specified, will be voted by the trustee in the same proportion as the shares for which voting instructions are received from other participants in the applicable 401(k) Plan.
Continued and to be signed on reverse side
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.