UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of the report (Date of earliest event reported): May 5, 2016
CHURCH & DWIGHT CO., INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 1-10585 | 13-4996950 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 500 Charles Ewing Boulevard, Ewing, New Jersey | 08628 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (609) 806-1200
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240. 14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07. Submission of Matters to a Vote of Security Holders.
Church & Dwight Co., Inc. (the “Company”) held its 2016 Annual Meeting of Stockholders on May 5, 2016 (the “Annual Meeting”). The final voting results for each of the proposals submitted to a vote of the Company’s stockholders 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 three years each, except for Mr. Farrell who was elected to serve a term of two years. The voting results for each director nominee were as follows:
| Nominees |
For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Matthew T. Farrell |
96,447,151 | 778,854 | 77,667 | 16,611,132 | ||||||||||||
| Bradley C. Irwin |
96,482,185 | 745,432 | 76,055 | 16,611,132 | ||||||||||||
| Penry W. Price |
96,696,094 | 529,805 | 77,773 | 16,611,132 | ||||||||||||
| Arthur B. Winkleblack |
96,527,886 | 693,488 | 82,298 | 16,611,132 | ||||||||||||
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 Company’s proxy statement for the Annual Meeting. The result of the advisory vote is set forth below:
| For |
Against | Abstain | Broker Non-Votes | |||
| 92,729,618 | 4,372,721 | 201,333 | 16,611,132 |
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 2016. The voting results on the proposal were as follows:
| For |
Against | Abstain | ||
| 112,210,975 | 1,582,593 | 121,236 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CHURCH & DWIGHT CO., INC. | ||||||
| Date: May 6, 2016 | By: | /s/ Patrick de Maynadier | ||||
| Name: | Patrick de Maynadier | |||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||