Church & Dwight Co Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of 11 nominees to serve as directors for one-year terms.

2. 2

   Advisory Vote to Approve Compensation of Our Named Executive Officers

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation disclosed for the Company’s named executive officers (Say-on-Pay).

   More detail

   This management proposal asks stockholders to cast a non-binding advisory vote to approve the Company’s 2025 executive compensation disclosures and pay practices. Management seeks shareholder endorsement to affirm that the mix of base salary, annual incentive (AIP) metrics, and long-term incentives (majority in stock options with PSUs and RSUs) appropriately aligns executive interests with long-term shareholder value. The Company emphasizes a pay-for-performance approach: AIP uses multiple financial metrics (Net Sales, Gross Margin, Adjusted Diluted EPS, Cash from Operations and previously Strategic Initiatives) with adjustments for one-time items, while LTI awards combine options, PSUs tied to relative TSR, and RSUs to support retention and alignment. The Board highlights governance safeguards including independent compensation committee oversight, independent compensation consultant, clawback policies, stock ownership guidelines and a ‘‘double-trigger’’ change-in-control structure for post-2019 awards. The Board points to stockholder engagement and prior strong say-on-pay support (≈89% in 2025) as evidence that compensation policies are broadly accepted. A vote FOR signals support for management’s compensation philosophy and recent 2025 compensation decisions; a vote AGAINST would signal investor dissatisfaction and could prompt further engagement and potential program changes. Given the Board’s detailed rationale, it recommends FOR to reaffirm alignment between pay outcomes and Company performance.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

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

4. 4

   Stockholder Proposal to Permit Stockholder Action by Written Consent

   Shareholder — The Accountability Board, Inc.Board: AGAINST

   A stockholder proposal asking the Board to take steps to permit stockholder action by written consent with the same vote threshold that would be required at a meeting.

   More detail

   The proposal would require the Board to allow stockholder action by written consent at a vote threshold equal to the number of votes necessary to authorize the action at a meeting. The proponent argues written consent enables shareholders to act between meetings, increasing accountability, citing endorsements from major institutional investors and governance advisors and examples of peer companies that permit written consent. Management counters that existing rights—25% threshold to call special meetings, proxy access, robust year‑round engagement, annual director elections, and other governance mechanisms—provide adequate avenues for stockholder influence and that written consent could enable a small or transient group to effect change without full deliberation, potentially disenfranchising other stockholders. The Company frames written consent as unnecessary and potentially disruptive, noting less than one‑third of S&P 500 companies permit it; it prefers special meetings where all shareholders can participate and deliberate. The controversy centers on balancing rapid shareholder initiative and accountability against risks of minority or opportunistic actions outside a transparent meeting process; the Board recommends against adoption while proponents argue for empowering stockholder action between meetings.

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When is the Church & Dwight Co Inc 2026 annual meeting?

Church & Dwight Co Inc (CHD) holds its 2026 annual shareholder meeting on Friday, May 1, 2026.

What is the record date for the Church & Dwight Co Inc 2026 meeting?

The record date for the Church & Dwight Co Inc 2026 meeting is Wednesday, March 4, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Church & Dwight Co Inc's 2026 meeting?

The board is presenting 11 director nominees at the Church & Dwight Co Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Church & Dwight Co Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Church & Dwight Co Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.