vote8k.htm


 
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 3, 2012
___________________________
 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.)

469 North Harrison Street, Princeton, New Jersey
08543
(Address of Principal Executive Offices)
(Zip Code)

Registrant's telephone number, including area code: (609) 683-5900
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 Annual Meeting of Stockholders (the “Annual Meeting”) on May 3, 2012. The proposals submitted by the Board of Directors to a vote of stockholders, and the final results of the voting on each proposal, are noted 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:
 
Nominees
 
For
     Against  
Abstain
   
Broker Non-Votes
 
T. Rosie Albright
    112,171,213      1,421,048     45,501       13,021,968  
Ravichandra K. Saligram
    112,274,399      1,305,730     57,633       13,021,968  
Robert K. Shearer
    112,401,756      1,185,538     50,468       13,021,968  
 

Proposal No. 2 — Approval of the Company's Amended and Restated Annual Incentive Plan
 
The stockholders approved the Company's Amended and Restated Annual Incentive Plan.  The voting results on the proposal were as follows:
For
   
Against
   
Abstain
   
Broker Non-Votes
 
  110,553,812       2,703,134       380,816       13,021,968  
 
 
Proposal No. 3 — Advisory Vote on Compensation of Named Executive Officers
 
The stockholders approved, on an advisory basis, the 2011 compensation of the named executive officers as disclosed in the Company’s proxy statement for the 2012 Annual Meeting of Stockholders. The result of the advisory vote is set forth below:
 
For
   
Against
   
Abstain
   
Broker Non-Votes
 
  110,486,233       1,850,737       1,300,792       13,021,968  
 
 
Proposal No. 4 — Ratification of the Appointment of Independent Registered Public Accounting Firm
 
The stockholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm to audit the Company’s 2012 consolidated financial statements. The voting results on the proposal were as follows:
 
For
   
Against
   
Abstain
 
  125,084,805       1,496,021       78,904  
 
 
 
 
 

 
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 8, 2012
 
By:
/s/ Matthew T. Farrell 
   
Name:
Matthew T. Farrell
   
Title:
Executive Vice President Finance and Chief Financial Officer