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 5, 2008
___________________________
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
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:
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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
1.01. Entry into a Material Definitive Agreement
On March
5, 2008, the Board of Directors (the “Board”) of Church & Dwight Co., Inc.
(the “Company”), upon the recommendation of the Compensation & Organization
Committee of the Board (the “Committee”), approved the criteria on which annual
incentive compensation may be paid to executive officers for 2008.
Incentive
compensation will be paid as a percentage of base salary and can range from a
minimum of zero to a maximum of 200% of such executive officer’s target amount.
The target amount of incentive compensation for the Chief Executive Officer
equals 100% of base salary. The target amount of incentive compensation for the
Chief Financial Officer equals 60% of base salary. For each executive officer
other than the Chief Executive Officer and Chief Financial Officer, the target
amount of incentive compensation equals 50% of the executive officer’s base
salary.
The
factors on which incentive compensation will be based depend on whether the
executive is principally responsible for the performance of a division. The
Committee determined that 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 the
achievement of results for consolidated net sales (25% of the target amount),
gross margin (25% of the target amount), operating margin (25% of the target
amount) and free cash flow (25% of the target amount). The Committee has also
established minimum achievement levels for each metric, at or below which no
award will be paid, and maximum achievement levels, at or above which bonuses up
to two times the target award will be paid.
For each
executive officer principally responsible for the performance of a division, the
division performance portion of incentive compensation is based on the
achievement of certain results by the executive’s division. For the consumer
division, the targets are net sales, gross margin and operating margin; in each
case, the weighting is 33 1/3%. For the international
division, the targets are net sales, gross margin, operating margin and working
capital; in each case the weighting is 25%. For the specialty products division,
the targets are net sales and division earnings before interest and taxes,
weighted 33% and 67%, respectively. As is the case with the corporate
performance metrics, each division metric has a minimum level at or below which
no incentive compensation will be paid and a maximum level at or above which
incentive compensation up to two times the target amount will be paid.
Individual
adjustments, if any, are determined based upon an executive officer’s individual
performance in connection with articulated goals. These goals address, among
other things, new product and business building initiatives; resolution of
certain business related problems; cost control; organizational and
infrastructure development and improvement; international expansion and
acquisitions. The attainment of such personal objectives will be determined by
the Committee.
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
11, 2008
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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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