Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

Church & Dwight Co., Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting") on April 27, 2023. At the Annual Meeting, the stockholders of the Company approved the Employee Stock Purchase Plan (the "Employee Stock Purchase Plan"), a description of which is included on pages 89 - 92 of the Company's proxy statement for the 2023 annual meeting filed with the Securities and Exchange Commission on March 17, 2023 (the "Proxy Statement") and is incorporated herein by reference as Exhibit 99.1. Such description and the other information relating to the Employee Stock Purchase Plan included herein is qualified in its entirety by reference to the actual terms of the Employee Stock Purchase Plan, which is attached as approved as Exhibit 10.1 to this Current Report on Form 8-K.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

On April 27, 2023, the Company amended and restated the Company's By-laws (the "By-laws"). The amendments to the By-laws, among other things, (i) add new Section 13 of Article II with respect to stockholder lists, (ii) revise Article II and Article VIII of the By-laws with respect to stockholder record dates, (iii) update the provisions in Article II, Article III, Article V, and Article VI of the By-laws with respect to electronic communications, notices, books and records, and meetings, (iv) revise the provisions in Article II with respect to stockholder meeting procedures and voting, and (v) make certain other clarifying changes.

The foregoing description of the amendments to the Company's By-laws is qualified in all respects by reference to the text of the By-laws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

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.

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Proposal No. 1 - Election of Directors



The following nominees were elected by stockholders to serve on the Company's
Board of Directors for a term of one year each, or until their successors are
elected and qualified. The voting results for each director nominee were as
follows:

Nominees                      For        Against      Abstain    Broker Non-Votes
Bradlen L. Cashaw         190,193,843   2,234,763     446,704       22,300,635
Matthew T. Farrell        175,500,041   16,236,173   1,139,096      22,300,635
Bradley C. Irwin          178,420,163   14,017,490    437,657       22,300,635
Penry W. Price            182,630,041   9,801,282     443,987       22,300,635
Susan G. Saideman         184,279,554   8,167,257     428,499       22,300,635
Ravichandra K. Saligram   175,761,859   16,676,923    436,528       22,300,635
Robert K. Shearer         181,937,236   10,498,396    439,678       22,300,635
Janet S. Vergis           181,322,210   11,015,072    538,028       22,300,635
Arthur B. Winkleblack     177,994,253   14,424,952    456,105       22,300,635
Laurie J. Yoler           184,975,118   7,475,134     425,058       22,300,635

Proposal No. 2 - Advisory Vote to Approve Compensation of the Named Executive Officers

The stockholders approved, on an advisory basis, the compensation of the named executive officers as disclosed in the Proxy Statement for the Annual Meeting. The result of the advisory vote is set forth below:

For Against Abstain Broker Non-Votes 160,162,544 31,143,028 1,569,738 22,300,635

Proposal No. 3 - Advisory Vote on the Frequency of Executive Compensation

The stockholders approved the frequency of one-year for the advisory vote on compensation of the Company's named executive officers. The result of the advisory vote is set forth below:

1-Year 2-Year 3-Year Abstain Broker Non-Votes 189,766,877 254,288 2,269,868 584,277 22,300,635

As noted above, the stockholders approved, on an advisory basis, an annual advisory vote on the compensation of the Company's named executive officers. The Company's Board of Directors has determined that the Company will continue to include a stockholder advisory vote on the compensation of its named executive officers in its proxy materials every year until the next required vote on the frequency of stockholder votes on the compensation of executives, which, under Securities and Exchange Commission regulations, will occur at least once every six years.

Proposal No. 4 - Ratification of the Appointment of Independent Registered Public Accounting Firm

The stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2023. The voting results on the proposal were as follows:



    For        Against     Abstain
202,253,969   12,516,884   405,092

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Proposal No. 5 - Approval of the Church & Dwight Co., Inc. Employee Stock Purchase Plan.

The stockholders approved the Church & Dwight Co., Inc. Employee Stock Purchase Plan. The voting results on the proposal were as follows:

For Against Abstain Broker Non-Votes 190,489,660 2,058,706 326,944 22,300,635

Proposal No. 6 - Stockholder Proposal

The stockholders did not approve the stockholder proposal submitted as Proposal 6. The voting results on the proposal were as follows:

For Against Abstain Broker Non-Votes 67,018,030 124,768,483 1,088,797 22,300,635

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.

Exhibit
  No.                                    Description

 3.1          Church & Dwight Co., Inc. Amended and Restated By-laws, as amended
            and restated April 27, 2023.

10.1          Church & Dwight Co., Inc Employee Stock Purchase Plan, as approved
            by the Company's stockholders on April 27, 2023 (incorporated by
            reference to Appendix A in the Proxy Statement).

99.1          The section entitled "Proposal 5: Approval of the Church & Dwight
            Co., Inc. Employee Stock Purchase Plan" included in the Proxy
            Statement is incorporated herein by reference.

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

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