Church & Dwight : Management Change - Form 8-K

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 23, 2023

CHURCH & DWIGHT CO., INC.

(Exact Name of Registrant as Specified in its Charter)

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-Kfiling is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

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-2of the Securities Exchange Act of 1934 (§240.12b-2of 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. ☐

On May 23, 2023, the Board of Directors (the "Board") of Church & Dwight Co., Inc. (the "Company"), and the Compensation & Human Capital Committee of the Board (the "Compensation Committee"), approved the following changes to the compensation equity awards of Barry A. Bruno, Executive Vice President, Chief Marketing Officer and President - Consumer Domestic: The Board and the Compensation Company required Mr. Bruno to forfeit, without consideration, vested in-the-moneynon-qualifiedstock options in the aggregate value of $200,000 based on the spread value of the exercise price of the forfeited stock options and the closing price of the Company's common stock on the date of forfeiture.

In approving these changes to Mr. Bruno's compensation, the Board and the Compensation Committee considered the following: the Company issued instructions to certain of its employees to preserve certain documents and communications relating to a legal matter, with which Mr. Bruno failed to fully comply with respect to text messages on his personal mobile device. The Company investigated this matter with assistance from the Company's outside counsel and believes that it has been able to retrieve a significant number of the deleted communications that were within the scope of the Company's instructions. The Board determined that Mr. Bruno's actions violated Company policies, and, accordingly, approved the changes to Mr. Bruno's compensation involving forfeiture of his stock options set forth above as a penalty for these violations of the Company's policies.

(d) Exhibits.

SIGNATURES

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.