CHURCH & DWIGHT CO INC /DE/ false 0000313927 0000313927 2022-06-03 2022-06-03

 

 

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): June 3, 2022

 

 

 

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 8.01

Other Events.

On April 26, 2022, the Compensation & Human Capital Committee of the Board of Directors of Church & Dwight Co., Inc. (the “Company”) adopted a new form of Non-Qualified Stock Option Grant Agreement (the “Amended Grant Agreement”) pursuant to the Company’s 2022 Omnibus Equity Compensation Plan (as amended and restated, as of April 28, 2022 (the “Plan”), subject to the approval of the Plan by the Company’s stockholders. As previously disclosed, the Plan was approved by the Company’s stockholders at the Company’s Annual Meeting of Stockholders on April 28, 2022. Among other changes to the Company’s prior non-qualified stock option grant agreement to conform to the Plan, the Amended Grant Agreement includes customary non-disclosure, non-disparagement and non-compete provisions and forfeiture and recoupment provisions. The foregoing description is qualified in its entirety by the form of Amended Grant Agreement, a copy of which is attached hereto as Exhibits 10.1.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.

  

Description

10.1    Form of Non-Qualified Stock Option Grant Agreement.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


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.

 

    CHURCH & DWIGHT CO., INC.
Date: June 3, 2022     By:  

/s/ Patrick de Maynadier

    Name:   Patrick de Maynadier
    Title:   Executive Vice President, General Counsel and Secretary