Church & Dwight Co. Inc. | Right to act by written consent at Church & Dwight Co. Inc.

Status
Filed
AGM date
Previous AGM date
Proposal number
4
Resolution details
Company ticker
CHD
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Consumer Staples
Company HQ country
United States
Resolved clause
Shareholders ask the Board to take the necessary steps to permit action by written consent of the holders of outstanding stock having at least the number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote thereon were present and voted.
Supporting statement
DEAR FELLOW SHAREHOLDERS: Written consents allow shareholders to approve corporate action without having to wait for an annual or special meeting to be scheduled, thereby saving time and resources while ensuring a critical year-round accountability tool for shareholders. Authorization by written consent has the same effect as actions approved at a meeting, but instead of a proxy vote on an action, shareholders sign and deliver to management written consents to the action. In Delaware—where Church & Dwight is incorporated—the law by default authorizes shareholder action by written consent in lieu of a meeting. Companies can, however, include language in their charters that eliminates this critical shareholder right, which Church & Dwight has done. As the company explicitly says, “stockholder action may not be effected by a consent in writing.” Giving shareholders the right to act by written consent is widely recognized as good governance. For example, Institutional Shareholder Services (ISS) has reported that an “inability to act via written consent can block potential benefits to shareholders.” It’s also said the ability to act by written consent can “enhance the rights of the company’s shareholders by affording them [a] means of acting in between annual meetings” and that adopting this right “is generally in shareholders’ best interests.” Similarly, Glass Lewis says it “strongly supports the right of shareholders to effect change at their portfolio companies including by acting by written consent.” BlackRock says that since “[s]hareholders should have the opportunity to raise issues of substantial importance without having to wait for management to schedule a meeting” they “should have the right to solicit votes by written consent.” Vanguard Group says it “will generally support shareholder proposals to adopt this right,” if the company does not already provide shareholders the right to call special meetings (which Wyndham doesn’t). State Street says providing shareholders the right to act by written consent is appropriate, and Fidelity says it “generally will support proposals regarding shareholders’ right to act by written consent.” Further, just a small sample of major companies whose proxy statements have touted the fact that their shareholders can act by written consent includes JP Morgan Chase, Home Depot, MGM Resorts, Labcorp, Northrop Grumman, Mattel, Wendy’s, JetBlue, KraftHeinz, Motorola Solutions, Capital One, Ecolab, BNY Mellon, Walgreens Boots Alliance, Intuit, Cisco, Campbell Soup, Sysco, Oracle, AIG, and Apple. Looking ahead, we believe the company should allow shareholders to act by written consent and that adoption of this proposal is clearly warranted. Thank you.

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