CHURCH & DWIGHT CO INC /DE/

SUPPORT SPECIAL SHAREHOLDER MEETING IMPROVEMENT

In accordance with SEC rules, we have set forth below a stockholder proposal, along with the supporting statement of the stockholder proponent. The Company is not responsible for any inaccuracies it may contain. As explained below, our Board unanimously recommends that you vote “AGAINST” the stockholder proposal.

John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, California, 90278, beneficial owner of at least $2,000 in market value of shares of Common Stock, is the proponent of the following stockholder proposal. The proponent has advised us that he or a representative will present the proposal and related supporting statement at the Annual Meeting.

Proposal 4 - Support Special Shareholder Meeting Improvement

Shareholders ask our Board of Directors to remove the current provision that considers the voice of certain Church & Dwight shareholders asnon-shareholders. Currently all shares not held for one continuous year are considered non shareholders if they seek to call for a special shareholder meeting on an important matter.

The currentone-year exclusion for all shares held for less than one continuous year makes the currentso-called shareholder right to call for a special shareholder meeting useless. There is no point to have useless right on the books of CHD.

The reason to enable all shareholders to call for a special shareholder meeting is to allow one shareholder or a group of shareholders to quickly acquire CHD shares to equal the challenging 25% share ownership requirement of all shares outstanding to call for a special shareholder meeting when there is an urgent matter to consider in order to incentivize a turnaround of CHD.

The best strategies for turning around a company do not necessarily come from a company’s existing shareholders.

If CHD is in an emergency situation, CHD shareholders and potential CHD shareholders will not even consider acquiring more shares in order to call for a special shareholder meeting, if they have waitone-year to call for a special shareholder meeting. Aone-year holding period makes no sense. An emergency demands an immediate response.

The fact that one shareholder or a group of shareholders can quickly acquire more shares to call for a special shareholder meeting is an incentive for CHD Directors to avoid such an emergency situation in the first place since the continued service of certain CHD Directors could be terminated by a special shareholder meeting. This is a good incentive for the CHD Directors to have for the benefit of all shareholders.

Please vote yes: Support Special Shareholder Meeting Improvement - Proposal 4

The Board’s Statement in Opposition to Stockholder Proposal

After careful consideration, and for the following reasons, the Board believes that the proposal is not in the best interests of the Company or its stockholders, and the Board recommends voting “AGAINST” this proposal.

The stockholder proposal seeks to make changes to the special meeting right of our stockholders. We believe that the special meeting right is already aligned with best practices and balances the interests of our broader stockholder base against potential abuse by stockholders with narrow short-term interests.

Before our Annual Meeting of Stockholders held in 2020 (the “2020 Annual Meeting”), special meetings of our stockholders could only be called by the Chairman of the Board, our Chief Executive Officer, or at the request of our Board. In 2020, as part of the Board’s ongoing review of our corporate governance practices, and at the recommendation of the Board’s Governance, Nominating and Corporate Responsibility Committee (then the Governance & Nominating Committee), the Board recommended that our stockholders adopt an amendment to our Amended and Restated Certificate of Incorporation to enable stockholders to request special meetings of the Company’s stockholders. At our 2020 Annual Meeting, stockholders approved the amendment to our Certificate of Incorporation to enable stockholders who have continuously owned, for at least one year prior to the date of delivery of their special meeting request, 25% or more of our stock and who comply with the other applicable requirements and procedures set forth in our Certificate of Incorporation and our Bylaws, to request that the Company call a special meeting of stockholders (the “Special Meeting Amendment”). After the Special Meeting Amendment was approved, we amended our Certificate of Incorporation and Bylaws to put in place the special meeting right set forth in the Special Meeting Amendment.

In considering the adoption of the Special Meeting Amendment, the Board evaluated a number of factors, including our belief that special meetings of stockholders should be extraordinary events that are held only when strategic concerns or other similar critical, time-sensitive issues require that the matters to be addressed not be delayed until the Company’s next annual meeting of stockholders. Further, special meetings impose significant costs, both administrative and operational. Our Board of Directors and executive management must devote significant time and attention to preparing for a special meeting, taking their attention away from their primary focus of overseeing and operating the Company’s business in the best interest of its stockholders and creating long-term stockholder value.

For these reasons, the Board believes that the current special meeting right, including theone-year holding period and other procedural requirements, is consistent with best market practices while also protecting the Company and its broader stockholder base against risks that a minority of stockholders will use special meetings to advance short-term initiatives and special interests, which may not be in the long-term interests of the Company or its stockholders. Theone-year holding requirement to call a special meeting protects the Company and its stockholders from the significant time, financial, and administrative burdens of excessive special meetings. If theone-year holding period requirement were to be eliminated from the special meeting ownership threshold, the Company could be subject to regular disruptions by special-interest stockholder groups with agendas that are not in the best interests of the Company or its stockholders. The Board believes that theone-year holding period requirement is part of a reasonable balance between enhancing stockholder rights and protecting against the risk that a small minority of stockholders, including stockholders with short-term special interests, could call one or more special meetings that could result in unnecessary financial expense and disruption to our business.

Our current governance structure and policies implement the goal of accountability to stockholders without the risks outlined above to the Company and its stockholders associated with removing theone-year holding period required for stockholders to meet ownership threshold necessary to call a special meeting. The Company has implemented a comprehensive package of corporate governance practices and policies that enable stockholders to hold the Board accountable and, where necessary, take quick action to support their interests, including: (i) the annual election of directors; (ii) majority vote standard for the election of directors in uncontested elections; (iii) independent board except for CEO (and our former CEO after our previously announced CEO transition); (iv) independent Lead Director; (v) proxy access for our stockholders; (vi) special meeting right; (vii) no supermajority voting provisions; (viii) no “poison pill”; and (ix) consistent engagement with our stockholders.

We believe that this comprehensive package of governance practices and policies, including our existing special meeting right, provides strong stockholder protections without needing to remove theone-year holding period requirement for stockholders to meet the ownership threshold necessary to call a special meeting, as requested by the proposal.

For these reasons, your Board of Directors unanimously recommends that stockholders vote AGAINST the proposal.

Required Vote; Recommendation Only

The affirmative vote of the holders of a majority of shares of the Company’s common stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the subject matter is required to approve this Proposal 4 to recommend that the Board take the requested action. Stockholders should be aware that this stockholder proposal is simply a request that the Board take the action stated in the proposal. Approval of this proposal may not result in the requested action being taken by the Board, and therefore, its approval would not effectuate the actions requested by the proposal.

HOUSEHOLDING OF PROXY MATERIALS