Church & Dwight (NYSE: CHD) holders reelect board and reject Proposal 4

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8-K Event Classification

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Key Terms

What did Church & Dwight (CHD) shareholders decide at the 2026 annual meeting?

How did Church & Dwight (CHD) shareholders vote on director elections in 2026?

Was Church & Dwight (CHD) executive compensation approved by shareholders?

Did Church & Dwight (CHD) shareholders ratify the company’s auditor for 2026?

What happened to the stockholder Proposal 4 at Church & Dwight (CHD)?

How many broker non-votes were recorded on key Church & Dwight (CHD) proposals?

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Church & Dwight Co., Inc. reported results from its Annual Meeting of Stockholders held on May 1, 2026. Stockholders elected all 11 director nominees to one-year terms, with support levels generally above 165 million votes for each candidate.

Stockholders approved, on an advisory basis, the compensation of the named executive officers, with 170,032,434 votes in favor and 22,968,505 against. They also ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for 2026, with 198,430,945 votes for and 15,896,169 against. A stockholder proposal labeled Proposal 4 did not pass, receiving 85,102,575 votes for and 107,107,651 against.

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Say-on-pay For votes: 170,032,434 votes Say-on-pay Against votes: 22,968,505 votes Auditor ratification For votes: 198,430,945 votes +5 more

8 metrics

Say-on-pay For votes 170,032,434 votes Advisory vote on executive compensation

Say-on-pay Against votes 22,968,505 votes Advisory vote on executive compensation

Auditor ratification For votes 198,430,945 votes Ratification of Deloitte & Touche LLP for 2026

Auditor ratification Against votes 15,896,169 votes Ratification of Deloitte & Touche LLP for 2026

Proposal 4 For votes 85,102,575 votes Stockholder Proposal 4 outcome

Proposal 4 Against votes 107,107,651 votes Stockholder Proposal 4 outcome

Broker non-votes on key proposals 21,088,722 votes Director elections, say-on-pay, Proposal 4

Votes for director Michael R. Smith 190,374,119 votes Election of director Michael R. Smith

Broker Non- Votes, advisory vote, independent registered public accounting firm, Annual Meeting of Stockholders

4 terms

Broker Non- Votes financial

"Broker Non- Votes 85,102,575 | | 107,107,651 | | 1,194,492 | | 21,088,722"

advisory vote financial

"Proposal No. 2 – Advisory Vote to Approve Compensation of the Named Executive Officers"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

independent registered public accounting firm financial

"ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Annual Meeting of Stockholders financial

"held its Annual Meeting of Stockholders (the “Annual Meeting”) on May 1, 2026"

Understanding 8-K Material Events →

05/05/2026 - 05:21 PM

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 1, 2026

LOGO

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))

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

Title of each class

Trading
Symbol

Name of each exchange

on which registered

Common Stock, $1 par value

CHD

New York Stock Exchange

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. ☐

Item 5.07

Submission of Matters to a Vote of Security Holders.

Church & Dwight Co., Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on May 1, 2026. 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:


Nominees	For		Against		Abstain		Broker Non- Votes
Bradlen S. Cashaw		184,380,743		8,586,848		437,127		21,088,722
Richard A. Dierker		191,745,231		1,455,834		203,653		21,088,722
Bradley C. Irwin		179,213,337		13,870,388		320,993		21,088,722
Penry W. Price		180,507,042		12,695,727		201,949		21,088,722
Susan G. Saideman		185,039,843		7,876,239		488,636		21,088,722
Ravichandra K. Saligram		178,163,831		14,918,203		322,684		21,088,722
Robert K. Shearer		184,791,969		8,425,744		187,005		21,088,722
Michael R. Smith		190,374,119		2,843,398		187,201		21,088,722
Janet S. Vergis		165,635,134		27,592,934		176,650		21,088,722
Arthur B. Winkleblack		182,815,828		10,383,488		205,402		21,088,722
Laurie J. Yoler		185,126,056		7,811,047		467,615		21,088,722

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
170,032,434	22,968,505	403,779	21,088,722

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 2026. The voting results on the proposal were as follows:


For	Against	Abstain
198,430,945	15,896,169	166,326

Proposal No. 4 – Stockholder Proposal

The stockholders did not approve the stockholder proposal submitted as Proposal 4. The voting results on the proposal were as follows:


For	Against	Abstain	Broker Non-Votes
85,102,575	107,107,651	1,194,492	21,088,722

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.

Source: View Original Filing on SEC EDGAR

Shareholders elected all 11 director nominees, approved executive compensation on an advisory basis, and ratified Deloitte & Touche LLP as the 2026 independent auditor. A separate stockholder proposal, listed as Proposal 4, did not receive enough support to pass.

All director nominees were elected for one-year terms. Support was strong, with most nominees receiving over 179 million votes for; the lowest "for" total was 165,635,134 votes for director nominee Janet S. Vergis, who was still elected.

Yes. In the advisory vote on named executive officer compensation, 170,032,434 votes were cast in favor, 22,968,505 against, and 403,779 abstained. There were also 21,088,722 broker non-votes recorded for this pay-related proposal.

Yes. Shareholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for 2026, with 198,430,945 votes for, 15,896,169 against, and 166,326 abstentions. This confirms Deloitte’s role as the external auditor for that year.

Stockholder Proposal 4 did not pass. It received 85,102,575 votes for, 107,107,651 votes against, and 1,194,492 abstentions, along with 21,088,722 broker non-votes. The proposal therefore failed to obtain majority stockholder support.

Broker non-votes totaled 21,088,722 for the director elections, the advisory vote on executive compensation, and the stockholder Proposal 4. Broker non-votes occur when brokers lack authority to vote uninstructed shares on certain matters.

CHURCH & DWIGHT CO., INC.

Date: May 5, 2026

/s/ Patrick de Maynadier

Patrick de Maynadier

Executive Vice President, General Counsel and Secretary

3 documents