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 7, 2015
 
 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))
 
 

 
 
 


 
Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)        On May 7, 2015, James R. Craigie, 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 Chief Executive Officer, effective January 1, 2016.  Mr. Craigie will continue in his role as Chairman of the Board.
 
 
(c)        On May 7, 2015, the Company announced that Matthew T. Farrell, 58, was elected Chief Executive Officer of the Company, effective January 1, 2016.  Currently, Mr. Farrell serves as Executive Vice President, Chief Operating Officer and Chief Financial Officer of the Company.  Mr. Farrell has served as the Company’s Executive Vice President Finance and Chief Financial Officer since May 2007, and as the Company’s Chief Operating Officer since November 2014.  From September 2006 through May 2007, he was the Company’s Vice President and Chief Financial Officer.  Mr. Farrell was Executive Vice President and Chief Financial Officer of Alpharma Inc. from April 2002 through August 2006.  From July 2000 through April 2002, he served as Vice President, Investor Relations & Communications at Ingersoll-Rand Ltd.  From November 1994 through June 2000, he held various senior financial positions at AlliedSignal, Inc.  Mr. Farrell currently serves as a member of the board of directors of Lydall, Inc., a supplier of engineered thermal, acoustical and filtration products.

Mr. Farrell has not engaged in any transactions with the Company or its subsidiaries that are required to be disclosed under Item 404(a) of Regulation S-K, nor have any such transactions been proposed.
 
 
Item 7.01.  Regulation FD Disclosure.

          On May 7, 2015, the Company issued a press regarding the matters set forth above. The press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

          The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
 
 
Item 9.01.  Financial Statements and Exhibits.
 
 

(d)           Exhibits.

99.1         Church & Dwight Co., Inc. press release dated May 7, 2015
     Announces Key Management Changes

 
 
 
 
 
 

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.
 
   
CHURCH & DWIGHT CO., INC.
         
Date:
May 7, 2015
  
By:
/s/ Patrick de Maynadier 
   
Name:
Patrick de Maynadier
   
Title:
Executive Vice President, General Counsel and Secretary



   Church & Dwight Co., Inc.

News Release


Contact:
Rick Dierker
VP, Corporate Finance
609-806-1900
 
Matt Farrell to be Promoted to Church & Dwight CEO in 2016
Jim Craigie to Continue as Non-Executive Chairman


Ewing, NJ, May 7, 2015 - The Board of Directors of Church & Dwight Co., Inc. (NYSE: CHD) today announced that, effective January 1, 2016, James R. Craigie will retire from the position of Chief Executive Officer.  He will continue serving as non-executive Chairman and a member of the board.  Matthew T. Farrell, the Chief Operating Officer and Chief Financial Officer, will be promoted to Chief Executive Officer and elected to the company’s Board of Directors.

“Jim Craigie has served as CEO since he joined the company in 2004 and as chairman and CEO since 2007.  Jim has done a superb job throughout his tenure, growing the business with a focus on new product innovation, accretive acquisitions, and total shareholder return.  Jim has assembled an excellent management team and the Company is well-positioned for the future,” said Robert D. LeBlanc, the lead director of the board. “I’m very pleased that the board and management’s focus on succession planning have enabled us to have such a well-respected leader as Matt ready to fill the CEO role, and that we have the opportunity to have an orderly transition in our leadership while Jim continues on the Board.”

“Matt Farrell has been our Chief Financial Officer since he joined the company in 2006 and has held the position of Chief Operating Officer since November 2014. I have worked very closely with Matt for the past eight years and know that he is exactly the right person to be our next CEO,” Craigie said.   “Matt has the strategic thinking, leadership ability, and devotion to execution necessary to lead Church & Dwight into the future.”

“I am honored to have the opportunity to lead this great company and continue our strategy of creating shareholder value through innovation and accretive acquisitions,” Farrell said.  “Church & Dwight people possess a unique blend of creativity, initiative, and work ethic.  We have a veteran leadership team and terrific brands. This is a winning formula for employees, consumers, and shareholders and gives me great confidence in our future success.”
 
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