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 2, 2024

CHURCH & DWIGHT CO., INC.

(Exact Name of Registrant as Specified in its Charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Church & Dwight Co., Inc. (the “Company”) held its Annual Meeting of Stockholders on May 2, 2024 (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company approved a proposal to amend the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to provide limited exculpation to covered officers in order to align with new provisions under Delaware law. The amendment, among other things, allows for the limitation of monetary liability of certain officers in connection with direct claims brought by stockholders, including class actions, for breaches of the duty of care in certain circumstances. The amendment to the Certificate of Incorporation to implement these changes was previously approved by the Company’s Board of Directors, subject to stockholder approval. The Company filed the amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware, and it became effective, on May 6, 2024.

The foregoing description is qualified in its entirety by reference to the text of the amendment to the Certificate of Incorporation, a copy of which is filed hereto as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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:

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:

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 2024. The voting results on the proposal were as follows:

Proposal No. 4 — Approval of Amendment to Amended and Restated Certificate of Incorporation

The stockholders approved the Amendment to Amended and Restated Certificate of Incorporation. The voting results on the proposal were as follows:

Proposal No. 5 – Stockholder Proposal

The stockholders did not approve the stockholder proposal submitted as Proposal 5. The voting results on the proposal were as follows:

(d) Exhibits.

SIGNATURES

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.