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): March 16, 2009
___________________________
CHURCH
& DWIGHT CO., INC.
(Exact
Name of Registrant as Specified in its Charter)
__________________________
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Delaware
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1-10585
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13-4996950
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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469
North Harrison Street, Princeton, New Jersey 08543
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(Address
of Principal Executive Offices)
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Registrant's
telephone number, including area code: (609) 683-5900
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:
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[
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240. 14d-2(b))
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[
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
March 16, 2009, the criteria on which annual incentive compensation may be paid
to executive officers for 2009 under the Church & Dwight Co., Inc. (the
“Company”) annual incentive plan was approved.
For
an executive officer who is not principally responsible for the performance of a
division, 100% of incentive compensation will be based on corporate performance,
of which 20% may be adjusted based on individual performance. For an
executive officer principally responsible for the performance of a division, 60%
of incentive compensation will be based on corporate performance, of which a
third (equivalent to 20% of total incentive compensation) may be adjusted based
on individual performance, and 40% will be based on division
performance.
The
corporate performance portion of the incentive bonuses will be based on
performance relating to four metrics: consolidated net sales, gross margin,
operating margin and free cash flow (net cash provided by operating activities
less capital expenditures). Target award levels for corporate
performance were established, and each of the corporate performance metrics
accounts for 25% of the target award.
The
division performance metrics differ by division. For the consumer
division, the targets are net sales, gross margin and operating margin. For the
international division, the targets are net sales, gross margin, operating
margin and two cash flow metrics, days sales outstanding and days cost of sales
in inventory. For the specialty products division, the targets are
net sales, operating margin and EBIT (earnings before interest and tax expenses,
including earnings from unconsolidated joint ventures). All metrics
for a particular division are weighted equally (i.e., each metric for the
consumer division and the specialty products division accounts for 33 1/3% of
the target award, and each metric for the international division accounts for
25% of the target award).
Certain
metrics are subject to adjustment based on the occurrence of specified events,
such as costs associated with the construction of a new manufacturing and
warehouse facility in York County, Pennsylvania and the related closing of the
North Brunswick, New Jersey complex.
In
addition to the target amount of awards payable, the Company established minimum
achievement levels for each metric, at or below which no award will be paid, and
maximum achievement levels, at which the maximum award amount will be
paid. The Company applies a numerical rating system of 0 to 2.0 to
determine the payout amount under the Plan. A 1.0 rating is based
upon as specified percentage of an executive officer’s salary (100% for the
chief executive officer, 60% for the chief financial officer and 50% for other
executive officers). As has been the practice in the two preceding
years, a rating of 1.2 is applied if target performance is achieved, a rating of
2.0 is applied if maximum achievement levels are reached and a rating of 0.0 is
applied if performance is at or below the minimum achievement
level.
Individual
adjustments, if any, are determined based upon an assessment of an executive
officer’s performance with respect to a number of specific individual objectives
within the following six categories: brand positioning, new product development,
global leverage, margin improvement, merger and divestiture activity, and
superior leadership.
SIGNATURE
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.
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CHURCH
& DWIGHT CO., INC.
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Date:
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March
20, 2009
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By:
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/s/ Susan E. Goldy | |
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Name:
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Susan
E. Goldy
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Title:
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Executive
Vice President, General Counsel and
Secretary
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