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): ~~May~~July 117, 2025

LOGO

CHURCH & DWIGHT CO., INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-10585	13-4996950
(State or Other Jurisdictionof Incorporation)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)
(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		~~TradingSymbol~~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~~ITEM 51.0701. ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

~~Church &~~Revolving ~~Dwight~~Credit ~~Co.,~~Facility Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on May 1, 2025. The final voting results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting are set forth below.

~~Proposal~~On ~~No.~~July 17, 2025, Church & Dwight Co., Inc. (the “Company”) entered into a Credit Agreement (the “Credit Agreement”) among the Company, the initial lenders named therein, Bank of America, N.A., as lead administrative agent, Wells Fargo Bank, National Association, as co-administrative agent and syndication agent, and Truist Bank, as syndication agent. The Credit Agreement replaced the Company’s prior $1.5 billion —unsecured ~~Election~~revolving credit facility that was entered into on June 16, 2022. The aggregate commitments of ~~Directors~~the lenders under the Credit Agreement, as of the effective date, are $2.0 billion, with an option to increase such commitments to $2.75 billion pursuant to the terms therein. The revolving credit facility matures on July 17, 2030, unless extended. Capitalized terms used in this Item 1.01 and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.

~~The~~Interest ~~following~~on ~~nominees~~the ~~were~~Company’s ~~elected~~borrowings byunder ~~stockholders~~the Credit Agreement will accrue at a per annum rate equal to ~~serve~~the onsum of (x) either (at the Company’s ~~Board~~option) (i) ofthe ~~Directors~~Benchmark Rate, which is, (A) for aloans ~~term~~denominated ofin ~~one~~U.S. ~~year~~Dollars, Term SOFR, (B) for loans denominated in Canadian Dollars, Term CORRA , (C) for loans denominated in Euro, SONIA, (D) for loans denominated in Sterling, EURIBOR and (E) for loans denominated in Yen, TIBOR, in each case with an interest period selected by the Company, as applicable, or ~~until~~(ii) the ~~their~~Base ~~successors~~Rate ~~are~~(generally ~~elected~~equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) Bank of America’s “prime rate,” (c) Term SOFR plus 1.00% and ~~qualified~~(d) 0.00%), plus (y) the applicable margin. The ~~voting~~applicable ~~results~~margin is determined based upon the corporate credit rating of the Company and ranges from 0.6250% to 1.125% per annum (in the case of any borrowing bearing interest by reference to Term SOFR, Term CORRA, SONIA, EURIBOR or TIBOR) and 0% to 0.125% (in the case of any borrowing bearing interest by reference to the Base Rate). In addition, the Company will bear certain customary fees, including a commitment fee determined based upon the corporate credit rating of the Company and ranges from 0.050% to 0.100% per annum, and fees for ~~each~~letters ~~director~~of ~~nominee~~credit ~~were~~issued asunder ~~follows:~~the Credit Agreement determined based upon the corporate credit rating of the Company and ranges from 0.750% to 1.375% per annum.

Nominees	For		Against		Abstain		Broker Non-Votes
Bradlen L. Cashaw		183,643,492		9,207,180		838,907		21,830,227
Richard A. Dierker Matthew T. Farrell		189,342,712 181,556,118		3,936,145 11,722,999		410,722 410,462		21,830,227 21,830,227
Bradley C. Irwin		179,693,211		13,276,143		720,225		21,830,227
Penry W. Price		171,543,373		21,689,918		456,288		21,830,227
Susan G. Saideman		185,612,559		7,531,092		545,928		21,830,227
Ravichandra K. Saligram		179,915,184		12,957,029		817,366		21,830,227
Robert K. Shearer Michael R. Smith		183,025,774 189,930,009		10,200,497 3,303,846		463,308 455,724		21,830,227 21,830,227
Janet S. Vergis		175,924,048		16,720,752		1,044,779		21,830,227
Arthur B. Winkleblack		181,932,255		11,302,75		454,567		21,830,227
Laurie J. Yoler		185,621,566		7,516,725		551,288		21,830,227

The Credit Agreement contains customary affirmative and negative covenants, including restrictions on the following: liens, subsidiary indebtedness, fundamental changes, asset dispositions, changes in the nature of the business and use of proceeds.

~~Proposal~~The ~~No. 2~~Credit –Agreement ~~Advisory~~has ~~Vote~~one financial covenant that requires the Company to ~~Approve~~maintain ~~Compensation~~an ofinterest coverage ratio, defined as the ~~Named~~ratio ~~Executive~~of ~~Officers~~its Consolidated EBITDA to Interest Expense, at a level no less than 3.75 to 1.00.

The ~~stockholders~~Credit ~~approved,~~Agreement onalso ancontains ~~advisory~~customary ~~basis~~events of default, including failure to make certain payments under the ~~compensation~~Credit Agreement when due, breach of ~~the~~covenants, ~~named~~materially ~~executive~~incorrect ~~officers~~representations asand ~~disclosed~~warranties, incross-default, ~~the~~insolvency ~~Proxy~~events, ~~Statement~~material ~~for~~adverse ~~the~~judgments, ~~Annual~~certain ~~Meeting.~~events ~~The~~relating ~~result~~to pension plans, invalidity of loan documents and the ~~advisory~~occurrence ~~vote~~of isany ~~set~~change ~~forth~~in ~~below:~~control with respect to the Company.

For		Against		Abstain		Broker Non-Votes
171,434,383		21,685,773		569,423		21,830,227

Certain parties to the Credit Agreement, and affiliates of those parties, provide banking, investment banking and other financial services to the Company from time to time. The foregoing summary of the Credit Agreement is qualified in all respects by reference to the full text of the Credit Agreement, a copy of which is filed as Exhibit 10.1 to this report.

~~Proposal~~ITEM No1. 302. —Termination ~~Ratification~~ of ~~the~~a ~~Appointment~~Material ofDefinitive ~~Independent Registered Public Accounting Firm~~ Agreement.

~~The~~On ~~stockholders~~July 17, ~~ratified~~2025, in connection with its entry into the ~~appointment~~Credit Agreement described in Item 1.01 of ~~Deloitte &~~this ~~Touche~~report, ~~LLP~~the Company terminated its Credit Agreement dated as of June 16, 2022, among the Company’s, ~~independent~~the ~~registered~~initial ~~public~~lenders ~~accounting~~named ~~firm~~therein, ~~for~~Bank ~~2025~~of America, N.A., as lead administrative agent, and the other parties thereto (the “2022 Credit Agreement”). The ~~voting~~2022 ~~results~~Credit onAgreement provided for a $1.5 billion unsecured revolving credit facility. In connection with the ~~proposal~~termination ~~were~~of asthe ~~follows:~~2022 Credit Agreement, the Company fully repaid all amounts outstanding thereunder.

For		Against		Abstain
201,429,583		13,700,151		390,072

ITEM 2.03

Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement.

~~Proposal~~The Noinformation contained in Item 1. 401 –of ~~Stockholder~~this ~~Proposal~~current report on Form 8-K is by this reference incorporated in this Item 2.03.

~~The~~ITEM ~~stockholders did not approve the stockholder proposal submitted as Proposal 4~~9.01. ~~The~~Financial ~~voting~~Statements ~~results~~and ~~on the proposal were as follows:~~ Exhibits.

For		Against		Abstain		Broker Non-Votes
27,836,185		165,085,788		767,606		21,830,227

(d) Exhibits.

SIGNATURES


Exhibit		Description

10.1		Credit Agreement dated July 17, 2025, among Church & Dwight Co., Inc., the initial lenders named therein, Bank of America, N.A., as lead administrative agent, Wells Fargo Bank, National Association, as co-administrative agent and syndication agent, and Truist Bank, as syndication agent.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 2, 2025	By:	/s/ Patrick de Maynadier
Date: July 18, 2025	By:	/s/ Patrick de Maynadier
	Name:	Patrick de Maynadier
	Title:	Executive Vice President, General Counsel and Secretary

Filing Compare · CHURCH & DWIGHT CO INC /DE/