CHURCH & DWIGHT CO INC /DE/ false 0000313927 0000313927 2024-09-15 2024-09-15

 

 

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): September 15, 2024

 

 

 

LOGO

CHURCH & DWIGHT CO., INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   1-10585   13-4996950
(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

  

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 15, 2024, Matthew T. Farrell, Chairman and Chief Executive Officer of Church & Dwight Co., Inc. (the “Company”), notified the Company’s Board of Directors (the “Board”) that he will retire as President and Chief Executive Officer, effective as of March 31, 2025. Mr. Farrell will continue in his role as Chairman of the Board for a transition period.

On September 16, 2024, the Company announced that Richard Dierker was promoted to President and Chief Executive Officer of the Company to replace Mr. Farrell, effective March 31, 2025. Mr. Dierker will also join the Board as a director effective March 31, 2025. Prior to starting as Chief Executive Officer, Mr. Dierker will continue in his role as Executive Vice President, Chief Financial Officer and Head of Business Operations.

Mr. Dierker, 44, has been the Company’s Executive Vice President, Chief Financial Officer and Head of Business Operations since April 2022 and the Company’s Executive Vice President and Chief Financial Officer from January 2016 to April 2022. From 2012 to 2016, Mr. Dierker was the Company’s Vice President, Corporate Finance and from 2009 to 2012, Mr. Dierker led Supply Chain Finance as the Company’s Operations Controller. From 2008 to 2009, he held a senior financial management position at Alpharma, Inc., a leading international specialty pharmaceutical company. Prior to 2008, Mr. Dierker held financial and business development management positions for Ingersoll-Rand Ltd, a major diversified industrial manufacturer.

The Company will disclose the changes to Mr. Dierker’s compensation in connection with his appointment as Chief Executive Officer once approved by the Board. There was no arrangement or understanding between Mr. Dierker and any other persons pursuant to which Mr. Dierker was elected as a director or as Chief Executive Officer, and there are no related party transactions involving Mr. Dierker that are reportable under Item 404(a) of Regulation S-K.

 

Item 7.01

Regulation FD Disclosure.

On September 16, 2024, the Company issued a press release regarding the matters set forth above, a copy of which is furnished as Exhibit 99.1 hereto.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
Number

   

Description

99.1    Church & Dwight Co., Inc. Press Release dated September 16, 2024
104    Cover Page Interactive Data File (embedded within the inline XBRL document)

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.

 

    CHURCH & DWIGHT CO., INC.
Date: September 16, 2024     By:  

/s/ Patrick de Maynadier

    Name:   Patrick de Maynadier
    Title:   Executive Vice President, General Counsel and Secretary

Exhibit 99.1

Church & Dwight Announces CEO Transition

Rick Dierker to be promoted to CEO as of March 31, 2025

Matt Farrell to Continue as Chairman Through Transition Period

EWING, N.J. – September 16, 2024 – The Board of Directors of Church & Dwight Co., Inc. (NYSE: CHD) today announced that, after a unanimous vote of its Board of Directors, Richard Dierker, a 15-year veteran of the Company, will be promoted to President and Chief Executive Officer (CEO) and elected to the Board of Directors effective March 31, 2025. Matthew Farrell will continue to serve as President and CEO until then, and will continue to serve as Chairman of the Board for a transition period.

“Matt Farrell has been a high-integrity, people-focused leader for Church & Dwight. Under his leadership, Church & Dwight’s market cap has more than doubled to over $25 billion with industry leading TSR. He and his team have successfully integrated value-accretive acquisitions. The Company’s power brands continue to lead and grow by leveraging consumer trends to build insight-driven innovations, breakthrough omnichannel initiatives, and strong customer relationships. Matt has left an indelible mark on Church & Dwight and the Board is grateful for his immense contributions,” said Ravichandra Saligram, Lead Director of the Board.

Mr. Saligram continued, “We are delighted to appoint Rick Dierker as our new CEO. As CFO and Head of Operations, Rick has closely partnered with Matt over the last decade to oversee the development of the Company’s strategy and key elements of our operations, helping to accelerate the Company’s trajectory and breakthrough performance. Rick has an innate ability to get to the heart of issues and drive execution, and will sustain Church & Dwight’s culture. He has the trust and respect of his peers, the Board and the investment community. The Church & Dwight Board undertook a comprehensive process looking both externally and internally and unanimously concluded that Rick is the right leader to evolve Church & Dwight’s highly successful model and lead us into the future. We are confident Rick will build on Matt’s legacy.”

Mr. Farrell said, “I have worked closely with Rick for 15 years and know he is uniquely positioned to be our next CEO. Rick has the strategic thinking, leadership skills, and passion for execution to sustain our Evergreen model, our acquisition strategy, and value creation for years to come. I’d like to thank the whole team at Church & Dwight for always putting the Company and consumer first, and working tirelessly to discover and innovate new products and enhance our capabilities.”

Mr. Dierker said, “I am honored to have the opportunity to lead this great company and continue to create shareholder value through innovation, technology, and accretive acquisitions. The Church & Dwight team exhibits a rare blend of creativity, initiative, curiosity, and desire to win. That’s our secret sauce. We have a talented team and great brands. This amounts to a winning formula for employees, consumers, and shareholders and gives me great confidence in our future success.”

About Church & Dwight

Church & Dwight Co., Inc., founded in 1846, is the leading U.S. producer of sodium bicarbonate, popularly known as baking soda. The Company manufactures and markets a wide range of personal care, household, and specialty products under recognized brand names such as ARM & HAMMER®, OXICLEAN®, VITAFUSION®, BATISTE®, WATERPIK®, THERABREATH® and HERO®. These seven key brands represent approximately 70% of the Company’s products sales. For more information, visit the Company’s website.

Contacts

Church & Dwight Co., Inc.

Jill Solomon

609-806-3391

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