Church & Dwight Co., Inc.
Extract: Charter Amendment (Plain English Desc) from a    Download
SEC Document
SEC Filing

At the Annual Meeting, the stockholders of the Company approved proposals to amend the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to (i) remove the requirement for holders of two thirds of the Company’s outstanding common stock to fill vacancies on the Board of Directors of the Company (the “Board”); (ii) remove the requirement to have the holders of two-thirds of the Company’s outstanding stock approve certain mergers, consolidations or dispositions of substantial assets of the Company; and (iii) remove certain procedural provisions that are no longer required now that the Board is fully declassified, each as described in more detail in the definitive proxy statement on Schedule 14A delivered to the Company’s stockholders in connection with the Annual Meeting and filed with the Securities and Exchange Commission on March 19, 2021 (the “Proxy Statement”). The amendment to the Certificate of Incorporation to implement these changes was previously approved by the Board, subject to stockholder approval. The Company filed the amendment to the Certificate of Incorporation with the Delaware Secretary of State, and it became effective, on April 30, 2021.