CHURCH & DWIGHT CO INC /DE/

The proposal requests that the Board amend the Company’s governing documents to allow stockholder action by written consent, with the consent threshold set at the same number of votes that would be necessary to authorize the action at a fully attended meeting. The proponent argues written consent provides a timely, cost‑effective mechanism for stockholders to act between annual or special meetings and cites market practice and support from investors and proxy advisers for the right. The submission notes that Delaware default law permits written consents unless a charter provision removes the right, and it highlights examples of large companies that publicize stockholder written consent rights. If adopted, the change would enable a stockholder or group holding the requisite voting power to approve specified corporate actions without convening a meeting.