Schedule 14A


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

 

Filed by the Registrant    x

 

Filed by a Party other than the Registrant    ¨

 

Check the appropriate box:

 

¨ 

Preliminary Proxy Statement

 

¨ 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 



Definitive Proxy Statement

 

¨ 

Definitive Additional Materials

 

¨ 

Soliciting Material Pursuant to §240.14a-12

 

Church & Dwight Co., Inc.

 

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 



No fee required.

 

¨ 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

(1) 

Title of each class of securities to which transaction applies:

 

 

 

(2) 

Aggregate number of securities to which transaction applies:

 

 

 

(3) 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

(4) 

Proposed maximum aggregate value of transaction:

 

 

 

(5) 

Total fee paid:

 

 

 

¨

Fee paid previously with preliminary materials.

 

¨

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

(1) 

Amount Previously Paid:

 

 

 

(2) 

Form, Schedule or Registration Statement No.:

 

 

 

(3) 

Filing Party:

 

 

 

(4) 

Date Filed:

 

 

Church & Dwight Co., Inc.

2011

 

 

NOTICE OF

 

ANNUAL MEETING OF STOCKHOLDERS

 

AND

 

PROXY STATEMENT

 

 

MEETING DATE

MAY 5, 2011

 

 

 

 

 

 

 

 

 

Church & Dwight Co., Inc.

469 North Harrison Street

Princeton, New Jersey 08543-5297

  

 
 

 
Consumer and Specialty Products

  
  


CHURCH & DWIGHT CO., INC.

 



 

 

LOCATION OF THE MEETING

CHURCH & DWIGHT CO., INC.

469 N. Harrison Street

Princeton, New Jersey

08543-5297 USA

609-683-5900

www.churchdwight.com

 

Notice of Annual Meeting of Stockholders to be held Thursday, May 5, 2011.

 

The Annual Meeting of Stockholders of Church & Dwight Co., Inc. will be held at Church & Dwight Co., Inc., 469 N. Harrison Street, Princeton, NJ 08543-5297 on Thursday, May 5, 2011 at 11:00 a.m., to consider and take action on the following:

 


 

1.

Election of four persons to serve as Directors for a term of three years;

 

 

2.

An advisory vote on compensation of our named executive officers;

 

 

3.

An advisory vote to determine the frequency of the advisory vote on compensation of our named executive officers;

 

 

4.

Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm to audit the Church & Dwight Co., Inc. 2011 consolidated financial statements;

 

 

5.

Transaction of such other business as may properly be brought before the meeting or any adjournments thereof.

 

All stockholders are cordially invited to attend, although only those stockholders of record as of the close of business on March 7, 2011 will be entitled to notice of, and to vote at, the meeting or any adjournments.

 

Your vote is important. Whether or not you expect to attend the meeting, we urge you to vote by submitting your proxy. You may vote your proxy three different ways: By mail, Internet or telephone. Please refer to detailed instructions included with your proxy materials, or your Notice of Internet Availability of Proxy Materials.

By Order of the Board of Directors,

 

SUSAN E. GOLDY

Executive Vice President,

General Counsel and Secretary

 

Princeton, New Jersey

March 25, 2011

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 5, 2011: The Notice of Annual Meeting, proxy statement and 2010 Annual Report to Stockholders are available at: www.materials.proxyvote.com/171340
CHURCH & DWIGHT CO., INC.

469 N. Harrison Street

Princeton, New Jersey

08543-5297 USA

609-683-5900

www.churchdwight.com

 

From North

Via the New Jersey Turnpike

Take the New Jersey Turnpike South to Exit 9.

After the toll, stay right; take Route 18 North for From Route 18, take Route 1 South for approximately 15 miles to Harrison Street.

Make a right onto Harrison Street, and proceed through seven traffic lights.

After the seventh light, bear right onto Bunn Drive.

Take the first right onto the Church & Dwight campus.

Follow signs for Visitor’s Parking and enter through the main entrance to reception.

 

Via Route 287

Take Route 297 South to Route 206 South.

Follow Route 206 South for approximately 10 miles.

At Ewing Street, make a left.

Follow Ewing Street through one traffic light, and bear left for Harrison Street.

Make first left onto Bunn Drive.

Take the first right onto the Church & Dwight campus.

Follow signs for Visitor’s Parking and enter through the main entrance to reception.

 

From South

Via Route 1-95

Take Route I-95 North towards NJ

Stay on I-95 North into NJ to the US-1 North exit.

Merge onto US-1 North.

Follow US-1 North into the Princeton area.

Follow the jug-handle across US-1 to Harrison Street

Stay on Harrison Street and proceed through seven traffic lights.

After the seventh light, bear right onto Bunn Drive.

Take the first right onto the Church & Dwight campus.

Follow signs for Visitor’s Parking and enter through the main entrance to reception.

 

Via Route I-295

Take I-295 North to the US-1 North exit.

Merge onto US-1 North.

Follow US-1 North for approximately 5 miles.

Follow the jug-handle across US-1 to Harrison Street

Stay on Harrison Street and proceed through seven traffic lights.

After the seventh light, bear right onto Bunn Drive.

Take the first right onto the Church & Dwight campus.

Follow signs for Visitor’s Parking and enter through the main entrance to reception.
CHURCH & DWIGHT CO., INC.

469 North Harrison Street, Princeton, New Jersey 08543-5297

609-683-5900

 

PROXY STATEMENT

 

PROXIES AND VOTING

 

This proxy statement is furnished in connection with the solicitation of proxies by our Board of Directors for use at the Annual Meeting of Stockholders to be held on May 5, 2011 and at any adjournments. Distribution of this proxy statement and form of proxy is commencing on or about March 25, 2011.

 

Each holder of record of our common stock at the close of business on March 7, 2011 is entitled to one vote per share. At the close of business on March 7, 2011, 71,448,745 shares of our common stock were outstanding.

 

Any stockholder giving a proxy has the power to revoke that proxy at any time before it is voted. Any proxy that is not revoked will be voted at the Annual Meeting. If no contrary instruction is indicated on the proxy, the persons named in the proxy will vote the shares FOR the election of the nominees described in this proxy statement, FOR the advisory vote on compensation of our named executive officers, for the advisory vote on frequency of the advisory vote on compensation of our named executive officers every THREE years and FOR ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm.

 

The presence, in person or by proxy, of the holders of record of such number of shares of our common stock as are entitled to cast a majority of the votes at the meeting constitutes a quorum. Abstentions and broker “non-votes” are counted as present and entitled to vote for purposes of determining a quorum. A broker “non-vote” occurs when a broker does not vote on a particular proposal because the broker does not have discretionary voting power with respect to the proposal and has not received voting instructions from the beneficial owner.

 

Directors are elected by a plurality of the votes cast. A plurality means that the nominees with the largest number of votes are elected as Directors up to the maximum number of Directors to be chosen at the Annual Meeting. Any other matters that may be acted upon at the Annual Meeting will be determined by the affirmative vote of the holders of a majority of the shares of our common stock represented in person or by proxy at the Annual Meeting and entitled to vote on the matter. An abstention will have the same effect as a vote against. A broker “non-vote” is not counted for purposes of voting on these matters. Because the advisory vote on the frequency of the advisory vote on compensation of our named executive officers entails three choices (one, two or three years), it is possible that none of the alternatives will receive a majority vote. In that case, the Board nevertheless will carefully consider the stockholder preferences indicated by the vote.

 

The Board of Directors is not aware of any matters that will be brought before the Annual Meeting other than those described in this proxy statement. However, if any other matters properly come before the Annual Meeting, the persons named on the enclosed proxy card will vote in their discretion on such matters.

 

Solicitation of proxies on behalf of the Board of Directors may be made by our employees through the mail, in person and by telephone. We have retained D.F. King & Co., Inc. to aid in the solicitation of proxies for a fee estimated not to exceed $7,500 plus out-of-pocket expenses. We will pay all costs of the solicitation. We also will reimburse brokerage houses and other nominees for forwarding Notices of Internet Availability of Proxy Materials and proxy materials to beneficial owners.

 
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