<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-2.
</TABLE>
CHURCH & DWIGHT CO., INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-12.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
[ARM & HAMMER LOGO]
CHURCH & DWIGHT CO., INC.
469 North Harrison Street, Princeton, New Jersey 08543-5297
Notice of Annual Meeting of Stockholders to be held Thursday, May 11, 2000.
The Annual Meeting of Stockholders of Church & Dwight Co., Inc. (the
"Company") will be held at THE NEW-YORK HISTORICAL SOCIETY, 2 WEST 77TH STREET
NEW YORK, NEW YORK, on Thursday, May 11, 2000 at 11:00 a.m., to consider and
take action on the following:
1. Election of five persons to serve as Directors for a term of three
years.
2. Approval of the appointment of Deloitte & Touche LLP as independent
auditors of the Company's 2000 financial statements.
3. To consider and act upon a stockholder proposal requesting that the
Company prepare and make available to stockholders and employees an
equal employment diversity report.
4. Transaction of such other business as may properly be brought before
the meeting or any adjournments thereof.
All stockholders are cordially invited to attend, although only those
stockholders of record as of the close of business on March 13, 2000, will be
entitled to notice of, and to vote at, the meeting or any adjournments thereof.
The transfer books will not be closed.
A list of stockholders entitled to vote will be available for inspection by
interested stockholders during ordinary business hours at the offices of
Proskauer Rose LLP, 1585 Broadway, New York, New York 10036, commencing on April
24, 2000.
MARK A. BILAWSKY
Vice President, General Counsel
and Secretary
Princeton, New Jersey
April 3, 2000
YOUR VOTE IS IMPORTANT. EVEN IF IT IS YOUR DESIRE TO ABSTAIN, PLEASE SIGN AND
RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE.
PLEASE NOTE: MEETING IS AT A NEW LOCATION
THE NEW-YORK HISTORICAL SOCIETY
2 WEST 77TH STREET
AT CENTRAL PARK WEST
NEW YORK, NEW YORK
<PAGE> 3
NEW LOCATION FOR OUR MEETING
NEW YORK HISTORICAL SOCIETY WATERMARK
2 WEST 77TH STREET
NEW YORK, NEW YORK
At the time of our Annual Meeting there will be many exhibits on display at The
New-York Historical Society. Please feel free to visit these exhibits after the
meeting as a guest of The New-York Historical Society and Church & Dwight Co.,
Inc. Here is a list of some of the exhibits:
TIMES SQUARE IN PICTURES: A CENTURY OF IMAGES
WITHOUT SANCTUARY: LYNCHING PHOTOGRAPHY IN AMERICA
JESSE TARBOX BEALS: PHOTOGRAPHS
MAGNUM: FIFTY YEARS OF PHOTOGRAPHY
REVISITING THE STORK CLUB
FROM THE COLLECTION OF THE NEW-YORK HISTORICAL SOCIETY
MASTERWORKS OF 19TH CENTURY AMERICAN PAINTINGS
GLIMMERS OF THE PAST: PRESENTATION SILVER FROM THE COLLECTION
KID CITY
LUMAN REED GALLERY
<PAGE> 4
CHURCH & DWIGHT CO., INC.
469 North Harrison Street, Princeton, New Jersey 08543-5297
609-683-5900
April 3, 2000
PROXY STATEMENT
PROXIES AND VOTING
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Church & Dwight Co., Inc. (the "Company"),
for use at the Annual Meeting of Stockholders to be held on Thursday, May 11,
2000 and at any adjournment thereof.
The securities entitled to vote at the meeting consist of the Company's
Common Stock. Each stockholder of record at the close of business on March 13,
2000, is entitled to vote in accordance with the Company's Restated Certificate
of Incorporation, as amended. At the Annual Meeting, each share of Common Stock
beneficially owned by the same person for a period of 48 consecutive months
preceding March 13, 2000, will be entitled to four votes per share. All other
shares will be entitled to one vote per share. The discussion on page 24 of this
Proxy Statement outlines the procedures for determining when changes in
beneficial ownership are deemed to occur. The number of shares outstanding at
the close of business on March 13, 2000 were 38,409,004. (PLEASE NOTE: A
2-for-1 stock split, effective September 1, 1999, was approved by the Board.
References to number of shares in this proxy statement reflect this split with
the exception of the shares reported in the voting results for the 1999 Annual
Meeting of Stockholders noted in the following paragraph).
At the Annual Meeting of Stockholders held on May 6, 1999, as reported in
the Certificate of Inspectors of Elections, the number of shares of Company
Common Stock entitled to vote at such meeting was 19,403,789 bearing 41,392,676
votes. Of such shares, 7,329,624 were entitled to four votes per share and
12,074,160 were entitled to one vote per share.
Any stockholder giving a proxy has the power to revoke that proxy at any
time before it is voted. Any proxy which is not revoked will be voted at the
meeting. If no contrary instruction is indicated on the proxy, such proxy will
be voted FOR the election of the nominees described herein, FOR approval of the
appointment of Deloitte & Touche LLP as independent auditors, and AGAINST the
proposed stockholder resolution relating to an equal employment diversity
report.
The presence, in person or by proxy, of the holders of such number of
shares of Company Common Stock as are entitled to cast a majority of the vote,
at the meeting, constitutes a quorum. Proxies submitted with the votes withheld
for the election of Directors, or abstentions with regard to proposals 2 and 3
and broker non-votes are included in determining whether or not a quorum is
present. Votes will be tabulated by the Company's transfer agent. Directors are
elected by a plurality of the votes cast at the meeting. "Plurality" means that
the nominees who receive the largest number of votes cast are elected as
Directors up to the maximum number of Directors to be chosen at the meeting.
Consequently, any shares not voted (whether by abstention, broker non-vote or
otherwise) have no impact in the election of
<PAGE> 5
Directors except to the extent the failure to vote for a nominee results in
another nominee receiving a larger number of votes. The approval of proposals 2
and 3 requires the affirmative vote of such number of shares as are present in
person or by proxy and entitled to vote with respect to such matters.
Abstentions are counted as votes against proposals 2 and 3, whereas broker
non-votes are not counted in tabulating the votes thereon.
Solicitation of proxies is being made by management on behalf of the Board
of Directors through the mail, in person, and by telephone through its employees
who will not be additionally compensated. The cost thereof will be borne by the
Company. The Company has retained D.F. King & Co., Inc. to aid in the
solicitation of proxies for a fee estimated not to exceed $5,000 plus
out-of-pocket expenses. The Company will also reimburse brokerage houses and
others for forwarding proxy material to beneficial owners.
This Proxy Statement and enclosed form of Proxy and Stockholder
Certification Form is expected to be first mailed to Stockholders on April 3,
2000.
1. ELECTION OF DIRECTORS
The Restated Certificate of Incorporation provides for the division of the
Board of Directors into three classes, each class equal or as nearly equal as
possible, with the Directors in each class serving for a term of three years. At
the 2000 Annual Meeting of Stockholders, five Directors will be elected to serve
until the 2003 Annual Meeting. Such Directors will serve until their successors
are elected and qualified. All nominees are members of the present Board.
It is not anticipated that any of the nominees will become unavailable to
serve as Directors for any reason, but if that should occur before the Annual
Meeting, the persons named in the enclosed form of proxy reserve the right to
substitute another of their choice as nominee in his/her place or to vote for
such lesser number of Directors as may be prescribed by the Board of Directors
in accordance with the Company's Restated Certificate of Incorporation and
By-Laws. Information concerning the nominees and the continuing members of the
Board of Directors is set out below:
STANDING FOR ELECTION -- MAY 11, 2000
<TABLE>
<S> <C>
TERM EXPIRES IN 2000
ROBERT A. DAVIES, III
[PHOTO OF ROBERT A. Mr. Davies, 64, is the President and Chief Executive Officer
DAVIES] of the Company, positions he has held since October 1995.
From January 1995 to September 1995 he was the President
of the Arm & Hammer Division. During the period 1985 to
1990 he served as President & Chief Executive Officer
and a member of the Board of Directors of California
Home Brands, Inc. He currently serves as a member of the
Board of Footstar, Inc. and The Newgrange School. He is
a member of the Executive Committee of the Board.
</TABLE>
2
<PAGE> 6
<TABLE>
<S> <C>
JOHN D. LEGGETT, III, PH.D.
[Photo of John D. Mr. Leggett, 58, is President of Sensor Instruments Co.,
Leggett] Inc., a company formed by him in 1985, which is involved in
the design, manufacture and marketing of environmental
sensing instrumentation. He has been a Director of the
Company since 1979 and currently is a member of the
Executive and Audit Committees of the Board.
JOHN F. MAYPOLE
[Photo of John F. Mr. Maypole, 60, is Managing Partner, Peach State Real
Maypole] Estate Holding Company, a family investment partnership. He
is a director of Bell Atlantic Corporation, Dan River
Inc. and Massachusetts Mutual Life Insurance Company. He
became a director of the Company in January 1999 and is
a member of the Audit Committee of the Board.
ROBERT A. MCCABE
[Photo of Robert A. Mr. McCabe, 65, is Chairman of Pilot Capital Corporation,
McCabe] whose business is providing equity financing for private
companies. He is a member of the Board of Directors of
Burns International Service Corporation, Thermo Optek
Corporation, The Atlantic Bank, and Thermo Electron
Corporation. Mr. McCabe is a Trustee of the American
School of Classical Studies at Athens, the Thera
Foundation, Athens College, and the French Library in
Boston. Mr. McCabe has been a Director of the Company
since 1987 and is a member of the Audit Committee of the
Board.
BURTON B. STANIAR
[Photo of Burton B. Mr. Staniar, 58, is Chairman and Chief Executive Officer of
Staniar] Knoll, Inc., a global office furnishings company. Prior to
joining Knoll, Mr. Staniar was Chairman of Westinghouse
Broadcasting Co., a diversified media company. Mr.
Staniar was Director of Marketing for Church & Dwight in
the mid 1970's. He has been a Director of the Company
since April 1999 and is a member of the Compensation &
Organization Committee of the Board.
CONTINUING DIRECTORS
TERM EXPIRES IN 2001
ROBERT H. BEEBY
[PHOTO OF ROBERT H. Mr. Beeby, 68, retired in 1991 as President and Chief
BEEBY] Executive Officer of Frito-Lay, Inc., the nation's largest
manufacturer of snack food. Prior to that, he served as
President and Chief Executive Officer of Pepsi-Cola
International. He currently serves as a member of the
Board of Directors of the Columbia Energy Group, A.C.
Neilsen and Modem Media.Poppe Tyson. He has been a
member of the Board since 1992 and is a member of the
Compensation & Organization Committee of the Board.
</TABLE>
3
<PAGE> 7
<TABLE>
<S> <C>
J. RICHARD LEAMAN, JR.
[Photo of J. Mr. Leaman, 65, retired in May 1995 as President and Chief
Richard Leaman, Executive Officer of S. D. Warren Company, a producer of
Jr.] coated printing and publishing papers. From 1991 through
1994 he was Vice Chairman of Scott Paper Company. Mr.
Leaman is on the Board of Directors of Pep Boys and
Ranpak Corporation, Vice Chairman of the Executive
Committee and Board of Trustees of Widener University,
and a member of the Dartmouth Alumni Council. Mr. Leaman
has been a Director of the Company since 1985 and serves
as Chairman of the Audit Committee of the Board.
DWIGHT C. MINTON
[Photo of Dwight C. Mr. Minton, 65, is Chairman of the Board of the Company.
Minton] After serving many years as President and Chief Executive
Officer, he retired from the Company in October 1995. He
currently serves as Treasurer of the National
Environmental Education and Training Foundation, Trustee
of the National Parks Conservation Association and is a
Director of Crane Co. He has been a Director of the
Company since 1965 and serves as Chairman of the
Director's Stock Option Plan, Executive and Loan
Committees of the Board.
JOHN O. WHITNEY
[Photo of John O. Mr. Whitney, 70, is a Professor and Executive Director, the
Whitney] Deming Center for Quality Management at Columbia Business
School. He currently serves as a member of the Board of
Directors of the Turner Corporation and Atchison
Castings, Inc. He also serves as Advisory Director of
Newsbank. He became a member of the Board in 1992. He is
a member of the Compensation & Organization Committee of
the Board.
TERM EXPIRES IN 2002
WILLIAM R. BECKLEAN
[PHOTO OF WILLIAM Mr. Becklean, 63, is Managing Director of SunTrust Equitable
R. BECKLEAN] Securities, the investment banking subsidiary of SunTrust
Bank. He previously served as Managing Director of
Tucker Anthony, Inc. a full-service regional brokerage
and investment banking firm, and as a Vice President of
Kidder, Peabody & Co., Inc. He became a Director of the
Company in 1980. Mr. Becklean is a member of the Audit
Committee of the Board.
</TABLE>
4
<PAGE> 8
<TABLE>
<S> <C>
ROSINA B. DIXON, M.D.
[Photo of Rosina B. Dr. Dixon, 57, has been a consultant to the Pharmaceutical
Dixon, M.D.] industry since 1986. She is a Director of Cambrex
Corporation and Enzon, Inc. She became Director of the
Company in 1979, currently serves as Chairman of the
Compensation & Organization Committee and is a member of
the Executive Committee of the Board.
ROBERT D. LEBLANC
[Photo of Robert D. Mr. LeBlanc, 50, is President, and Chief Executive Officer
LeBlanc] of Handy & Harman, a diversified industrial manufacturer. He
is also Executive Vice President and a Director of Handy
and Harman's parent company WHX Corporation. Prior to
joining Handy & Harman, he was Executive Vice President
of Elf Atochem North America, a specialty chemicals
company. He became Director of the Company in 1998 and
is a member of the Compensation & Organization Committee
of the Board.
RETIRING DIRECTOR
CYRIL C. BALDWIN, JR.
[PHOTO OF CYRIL C. Mr. Baldwin, 72, is Chairman Emeritus of the Board of
BALDWIN] Cambrex Corporation, a specialty chemicals company. He
became a Director of the Company in 1983. He is a member
of the Executive Committee, and the Compensation &
Organization Committee. Mr. Baldwin will retire from the
Board effective on May 11, 2000. With deep regret the
Company accepts his resignation.
</TABLE>
Unless otherwise stated, each Director has served in the principal business
indicated above for the past five or more years.
THE BOARD OF DIRECTORS
During 1999 there were eleven meetings of the Board of Directors. Each
Director attended at least seventy-five percent of the total number of meetings
held by the Board of Directors and the total number of meetings held by all
Committees of the Board on which such Director served.
The Board has an Audit Committee and a Compensation & Organization
Committee, but does not have a Nominating Committee. The typical duties of a
Nominating Committee, the screening and selection of candidates to fill
vacancies on the Board of Directors, are part of the responsibilities of the
Executive Committee.
AUDIT COMMITTEE. The Audit Committee, comprised of William R. Becklean; J.
Richard Leaman, Jr.; John D. Leggett, III, Ph.D.; John F. Maypole; and Robert A.
McCabe, met three times during 1999. The Committee's functions include
recommending to the Board of Directors the engagement and discharge of the
independent auditors, reviewing the independence of the auditors, considering
the range of audit and
5
<PAGE> 9
non-audit services and fees, and reviewing the adequacy of the Company's system
of internal accounting controls. All members of the Committee are outside
Directors.
COMPENSATION & ORGANIZATION COMMITTEE. The Compensation & Organization
Committee, comprised of Cyril C. Baldwin, Jr.; Robert H. Beeby; Rosina B. Dixon,
M.D.; Robert D. LeBlanc; Burton B. Staniar and John O. Whitney, met six times
during 1999. All of the members of the Committee are non-employee Directors and
are ineligible to participate in any plans or programs which are administered by
the Committee. The functions performed by the Committee include design and
administration of the Company's compensation plans, and review and approval of
Executive Officer compensation. See Compensation & Organization Committee Report
on page 16.
EXECUTIVE OFFICERS OF THE COMPANY
Listed below are the names, ages and positions held with the Company (as of
March 13, 2000) by each Executive Officer.
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Robert A. Davies, III................ 64(1) President and Chief Executive Officer
Raymond L. Bendure, Ph.D. ........... 56(1) Vice President Research and Development
Mark A. Bilawsky..................... 52(1) Vice President, General Counsel and Secretary
Mark G. Conish....................... 47(1) Vice President Operations
Steven P. Cugine..................... 37(1) Vice President Human Resources
Zvi Eiref............................ 61(1) Vice President Finance and Chief Financial Officer
Henry Kornhauser..................... 67(1) Vice President -- Advertising
Dennis M. Moore...................... 49(1) Vice President Arm & Hammer Division Sales
Eugene F. Wilcauskas................. 57(1) Vice President, President and Chief Operating Officer
Specialty Products Division
Douglas M. Beahm..................... 46(2) Vice President Category Marketing & Business
Development
John R. Burke........................ 48(2) Vice President Financial Analysis and Planning for the
Arm & Hammer Division
Kenneth S. Colbert................... 44(2) Vice President Logistics
Anthony J. Falotico.................. 45(2) Vice President Process Development, Packaging and
Fabric Care Product Development
Alfred H. Falter..................... 50(2) Vice President Procurement
W. Patrick Fiedler................... 51(2) Vice President Basic Chemicals, Specialty Products
Division
Gary P. Halker....................... 49(2) Vice President, Controller and Chief Information
Officer
Jaap Ketting......................... 48(2) Vice President -- Brazil
Larry B. Koslow...................... 48(2) Vice President Marketing Personal Care, Arm & Hammer
Division
Ronald D. Munson..................... 57(2) Vice President Animal Nutrition, Specialty Products
Division
Joyce F. Srednicki................... 55(2) Vice President Sales Planning and Development, Arm &
Hammer Division
</TABLE>
- ---------------
(1) Executive Officers serving for such term as the Board of Directors shall
determine.
(2) Executive Officers serving for such term as determined by and at the
discretion of the Chief Executive Officer.
6
<PAGE> 10
Mr. Davies was elected President and Chief Executive Officer in October
1995. He served as President of the Arm & Hammer Division from January to
September 1995. From 1985 to 1990 he served as President & Chief Executive
Officer and a member of the Board of Directors of California Home Brands, Inc.
He is a member of the Board of Footstar, Inc. and The Newgrange School.
Mr. Bendure joined the Company in November 1995 as Vice President Research
& Development. From 1988 to 1993 Mr. Bendure was employed by Colgate Palmolive
Co. as World Wide Director, Corporate Technology. From 1993 to 1995 Mr. Bendure
was Senior Vice President, Optical Research & Development for Allergan.
Mr. Bilawsky joined the Company in 1976 as Tax and Internal Audit Manager,
and in 1979 he became Associate General Counsel and Tax Counsel. He has served
as Vice President, General Counsel and Secretary of the Company since 1989.
Mr. Conish was appointed Vice President Operations on July 28, 1999. In
April 1993 Mr. Conish became Vice President Manufacturing and Engineering and in
November 1994 he became Vice President Manufacturing and Distribution. For the
previous nineteen years he served in various management and director positions,
the most recent being Senior Director, Manufacturing/Engineering.
Mr. Cugine joined the Company on December 6, 1999 as Vice President, Human
Resources. Prior to that, Mr. Cugine was with FMC Corporation, where, since
1997, he served as Director of Human Resources for the Alkali, Peroxide and
Oxidant Chemical Divisions in Philadelphia. Mr. Cugine held several positions
after joining FMC in 1988 including Human Resources Manager in the Agricultural
Products and Specialty Chemical Groups. Prior to that he worked at the David
Sarnoff Research Center in Princeton, New Jersey.
Mr. Eiref rejoined the Company in November 1995 as Vice President Finance
and Chief Financial Officer, a position he held with the Company from 1979 to
1988. From 1988 to 1995 Mr. Eiref was employed by Chanel, Inc. as Senior Vice
President Finance.
Mr. Kornhauser joined the Company in 1997 as Vice President -- Advertising.
Prior to that Mr. Kornhauser was Chairman of the Board of Partners & Shevack, an
advertising agency in which he was a principal. Prior to that he served as
President of C.T. Clyne until 1980 when he became the Chairman and Chief
Executive Officer of his own company, Kornhauser & Calene. In 1989 Kornhauser &
Calene merged with Partners & Shevack.
Mr. Moore joined the Company in 1980 and in 1984 was elected Vice President
Human Resources. In May 1989 Mr. Moore became Vice President of Administration
and in July 1996 he became Vice President Corporate Business Development. In
October 1997 Mr. Moore was appointed Vice President/General Manager
International Operations/Business Development. On February 7, 2000, Mr. Moore
was named Vice President Arm & Hammer Division Sales.
Mr. Wilcauskas joined the Company in April, 1997 as President & Chief
Operating Officer of the Specialty Products Division. Prior to that Mr.
Wilcauskas was an advisor to Investec Strategies, Inc. Prior to that he served
as President of Akzo Nobel, Inc. Mr. Wilcauskas joined Akzo Nobel in 1986 as the
result of the acquisition of the Wilson-Fiberfil Division from Plastics
Specialties & Technologies, Inc., where he was a principal, a board member and a
corporate vice president.
7
<PAGE> 11
Mr. Beahm was appointed Vice President Category Marketing & Business
Development on April 1, 1999. For the previous 10 years he served in various
management and director positions, the most recent being Director, Sales
Planning and Development.
Mr. Burke was appointed Vice President -- Financial Analysis and Planning
for the Arm & Hammer Division on June 16, 1999. He joined the Company in 1985 as
a Senior Financial Analyst and has served the Company in various management
positions since 1986, most recently as Director Financial Analysis.
Mr. Colbert was appointed Vice President, Logistics on October 4, 1999. For
the previous 20 years he served in various management and director positions,
the most recent being Director, Logistics Strategy
Mr. Falotico was appointed Vice President Process Development, Packaging,
and Fabric Care Product Development in October 1998. For the previous 18 years
he served in various management and director positions, the most recent being
Director, Laundry Product/Process Development.
Mr. Falter joined the Company in 1979 as Plant Controller and served in
various managerial positions until March 1988 when he became Director, Corporate
Purchasing. In December 1995 Mr. Falter was appointed Vice President Corporate
Purchasing, and in January 1998 he was appointed Vice President Procurement.
Mr. Fiedler was appointed Vice President Basic Chemicals in January 1999
and had served as Vice President Sales and Marketing since February 1997 after
being appointed Vice President Marketing in October 1995. In 1994 Mr. Fiedler
was appointed President of Armand Products Company, a partnership in which the
Company owns a fifty percent interest, after having previously served as Vice
President/General Manager. Prior to that Mr. Fiedler was employed by Occidental
Chemical Corporation in various managerial positions.
Mr. Halker joined the Company in 1977 and in 1984 was appointed Controller.
In March 1993 Mr. Halker became Chief Information Officer and in August 1994 he
became Vice President and Chief Information Officer. In August 1995 he became
Vice President, Controller and Chief Information Officer.
Mr. Ketting has been Vice President - Brazil since June 1997. He began with
Church & Dwight in January 1987 as Manager of Financial Analysis for the
Specialty Products Division. In June 1990 he was promoted to Director of
Financial Analysis for the Specialty Products Division. Before coming to Church
& Dwight, Mr. Ketting held a series of positions for a period of ten years with
Allied Chemical and its General Chemical spin-off, culminating in Financial
Manager for the worldwide soda ash business.
Mr. Koslow joined the Company in November 1995 as Vice President Marketing
Personal Care for the Arm & Hammer Division. For the previous five years, Mr.
Koslow was employed by Sterling Winthrop Inc. as Vice President
Marketing - Sterling Health Canada and Category Director, Analgesics - Sterling
Health USA.
Mr. Munson joined the Company in 1983 as Director of Marketing, Chemical
Division and has served in various managerial positions in sales and marketing
prior to being appointed Vice President and General Manager Performance Products
Group in July 1989. In July 1991 he became Vice President
8
<PAGE> 12
International Operations, Specialty Products Division. On March 12, 1999 he
became Vice President Animal Nutrition, Specialty Products Division.
Ms. Srednicki was appointed Vice President Marketing Household Products for
the Arm & Hammer Division in October 1995. Since 1975 she served in various
positions of increasing responsibilities in sales and marketing. On February 22,
2000 she became Vice President Sales Planning and Development, Arm & Hammer
Division.
SECURITY OWNERSHIP
There were no persons known to the Company to be beneficial owners as of
March 13, 2000, of more than five percent of the Company's Common Stock.
Information, as supplied to the Company by Executive Officers and
Directors, with respect to the beneficial ownership of Company Common Stock by
each Director, by each Executive Officer listed in the Summary Compensation
Table on page 12, and by all Executive Officers and Directors as a group, as of
March 13, 2000, is set forth in the table below and the footnotes that follow.
Unless otherwise noted in the footnotes following the table, each individual had
sole voting and investment power over the shares of Company Common Stock shown
as beneficially owned.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
---------------------------------------------------- DEFERRED
PERCENT STOCK COMPENSATION
OF OPTION PLANS PLANS
NAME SHARES(1)(2) VOTES CLASS(3) (SHARES)(1) ("SHARES")(2)
- ---- ------------ --------- --------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Cyril C. Baldwin, Jr.............. 5,812 23,248 -- 20,000 4,050
William R. Becklean............... 12,645 49,323 -- 20,000 6,917
Robert H. Beeby................... 15,722 27,722 -- 18,000 --
Robert A. Davies, III............. 55,784(4) 214,232 -- 378,357 82,653
Rosina B. Dixon, M.D.............. 47,232(5) 188,616 -- 20,000 31,147
J. Richard Leaman, Jr............. 7,680 30,720 -- 20,000 9,625
Robert D. LeBlanc................. 8,268 8,268 -- -- --
John D. Leggett, III, Ph.D........ 796,930(6) 3,187,720 2.07 20,000 --
John F. Maypole................... 5,000 5,000 -- -- --
Robert A. McCabe.................. 26,824 69,664 -- 20,000 6,446
Dwight C. Minton.................. 213,837(7) 849,720 -- 446,926 --
Burton B. Staniar................. -- -- -- -- 1,512
John O. Whitney................... 23,358 77,922 -- 4,000 9,769
Zvi Eiref......................... 216,486(8) 850,716 -- 114,000 9,867
Henry Kornhauser.................. 13,736(9) 45,596 -- 70,946 2,059
Dennis M. Moore................... 39,338(10) 157,352 -- 128,200 38,053
Eugene F. Wilcauskas.............. 1,679(11) 6,716 -- 62,000 1,249
All Executive Officers and
Directors as a group (33
persons)........................ 1,678,177(12) 6,492,982 4.37 1,962,829 294,383
</TABLE>
- ---------------
(1) Does not include shares of Company Common Stock which each Director and
each Executive Officer respectively, has rights to purchase, or will have
such rights within sixty (60) days from March 13, 2000, under the Stock
Option Plan for Directors (see discussion on page 11) and the Company's
9
<PAGE> 13
stock option plans (see discussion on page 18). These shares are reflected
in the table in the column labeled Stock Option Plans (Shares). Such shares
are not entitled to vote at the 2000 Annual Meeting of Stockholders.
(2) Does not include "shares" of Company Common Stock credited to the account
of each Director in the Deferred Compensation Plan for Directors (see
discussion on page 11) and credited to the account of each Executive
Officer in the Deferred Compensation Plan for Officers (see discussion on
page 18). These "shares" are reflected in the table in the column labeled
Deferred Compensation Plans ("Shares"). Such shares are not entitled to
vote at the 2000 Annual Meeting of Stockholders.
(3) Based solely on the number of outstanding shares; does not take into
account disparities from pro rata voting rights which may arise due to the
fact that some shares are entitled to four votes per share and some shares
are entitled to one vote per share. Percentage is shown only if one percent
or greater of the class.
(4) Includes Mr. Davies' interest in 6,050 shares under the Company's
Investment Savings and Profit Sharing Plans.
(5) Includes 9,000 shares held by a trust for which Dr. Dixon, a Director,
serves as co-trustee. Dr. Dixon holds shared voting power over such shares.
Includes 2,252 shares owned by a child of Dr. Dixon, as to which shares she
disclaims any beneficial interest.
(6) Includes 500,560 shares held by two trusts of which Mr. Leggett serves as
co-trustee.
(7) Includes 80,000 shares owned by Mr. Minton's wife. Includes Mr. Minton's
interest in 46,636 shares under the Company's Investment Savings and Profit
Sharing Plans.
(8) Includes Mr. Eiref's interest in 9,990 shares under the Company's
Investment Savings and Profit Sharing Plans and Mr. Eiref's interest in
10,448 shares under the Company's Employee Stock Purchase Plan.
(9) Includes Mr. Kornhauser's interest in 9,320 shares under the Company's
Investment Savings and Profit Sharing Plans and Mr. Kornhauser's interest
in 3,122 shares under the Company's Employee Stock Purchase Plan.
(10) Includes Mr. Moore's interest in 39,338 shares under the Company's
Investment Savings and Profit Sharing Plans.
(11) Includes Mr. Wilcauskas' interest in 1,679 shares under the Company's
Investment Savings and Profit Sharing Plans.
(12) Includes interest of Executive Officers in 220,570 shares under the
Company's Investment Savings and Profit Sharing Plans. Includes interest of
Executive Officers in 23,640 shares under the Company's Employee Stock
Purchase Plan.
COMPENSATION OF DIRECTORS
Directors who were not employees of the Company earned an annual retainer
of $20,000 in 1999. In addition, non-employee Directors earned $1,000 for each
Board meeting attended. Each non-employee Director who was Chairman of either
the Audit Committee or the Compensation & Organization Committee earned $2,000
for each committee meeting attended and all other non-employee Directors
10
<PAGE> 14
earned $1,000 for each committee meeting attended. The annual retainer and
attendance compensation for Directors will remain the same for the year 2000.
Non-employee Directors do not participate in any of the Company's compensation
plans. Directors' compensation programs are described below. The compensation of
each non-employee Director for 1999 did not exceed $44,000 with the exception of
Mr. Minton (see Transactions with Management discussion on page 19).
Compensation earned by each Director may be deferred, at the discretion of
such Director, pursuant to the Deferred Compensation Plan for Directors until
such time as the Director ceases to be a Director for any reason. Compensation
deferred in this manner is recorded in a ledger account and is deemed to be
invested in Company Common Stock for purposes of determining earnings and losses
in such account. Actual shares of Company Common Stock are not held in such
account and as such, each participating Director has no voting or investment
rights for such "shares". Certain Directors have elected to defer compensation
as described herein and as of December 31, 1999, the number of "shares"
represented by amounts held in their ledger accounts are as set forth in the
Security Ownership table on page 9.
Those Directors not electing to defer their compensation are paid pursuant
to the rules of the Compensation Plan for Directors (the "Plan") which the Board
of Directors of the Company adopted on December 13, 1995. The Plan was approved
by the stockholders at the May 9, 1996 Annual Meeting and became effective
January 1, 1996.
The Plan provides for the payment of Director's compensation, in the form
of Company Common Stock, at the end of the calendar year for which such
compensation was earned. The number of shares paid is determined as follows: (i)
on the first stock trading day in January, the retainer and meeting fees to be
paid to each Director for that calendar year (see Compensation of Directors
discussion above) are converted into shares of Company Common Stock, rounded up
to the nearest whole share. For example, if a Director is to receive $20,000 for
the annual retainer and $1,000 for each Board Meeting attended and the closing
price of Company Common Stock on the first trading day in January is $26.00 per
share, then the compensation, calculated in terms of shares of Company Common
Stock, would be 769.2 shares, rounded to 770 shares, for the annual retainer,
and 39 shares, for each meeting attended; (ii) on the first stock trading day
following the Company's regularly scheduled Board Meeting in December, the
compensation earned by each Director, in shares of Company Common Stock, is
converted into dollars using the closing price of Company Common Stock on such
day. Each Participant may elect to receive up to fifty percent of such
determined compensation in cash, the remainder to be paid in the form of Company
Common Stock. The Company Common Stock to be issued and cash compensation to be
paid are distributed by December 31 of such year.
STOCK OPTION PLAN FOR DIRECTORS. The Board of Directors of the Company
adopted, on February 27, 1991, the Stock Option Plan for Directors (the "Plan"),
which was approved by the stockholders at the May 9, 1991 Annual Meeting and
became effective January 1, 1991. Stock Options are granted to all non-employee
Directors of the Company (the "Participant").
The Plan authorizes the granting of options to purchase shares of Company
Common Stock (the "Stock") at the fair market value on the date of grant. The
maximum term during which these options may be exercised is ten years, subject
to a three-year vesting period. The options may be exercised only
11
<PAGE> 15
by the Participant during his/her lifetime, and may only be transferred by will,
the laws of descent and distribution, or upon approval of the Board of
Directors.
Participants are granted an option to purchase 4,000 shares of Stock each
year on the date on which the Company holds its Annual Meeting during the term
of the Plan, with the exception that a Participant's initial option grant shall
be 6,000 shares of Stock.
The total number of shares that may be issued pursuant to options under the
Plan cannot exceed 1,000,000 shares of Stock (adjusted for stock splits, stock
dividends and the like).
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth information concerning annual compensation
paid or accrued by the Company during the fiscal years ended December 31, 1999,
1998 and 1997 to, or for, the Chief Executive Officer, and each of the next four
highest paid Executive Officers of the Company who served as Executive Officers
during the fiscal year ended December 31, 1999 and whose total annual salary and
bonus exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION --------------------
----------------------------------------- AWARDS LTIP
OTHER ANNUAL -------- --------- ALL OTHER
COMPENSATION OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) (2) (SHARES) PAY-OUTS (3)(4)(5)
--------------------------- ---- -------- -------- ------------ -------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
ROBERT A. DAVIES, III 1999 $380,667 $400,000 $ -- 47,600 -- $101,078
President and 1998 364,667 451,275 -- 98,400 -- 38,322
Chief Executive Officer 1997 350,583 300,000 260 -- -- 70,450
ZVI EIREF 1999 228,417 141,000 -- 19,800 -- 46,909
Vice President and 1998 218,417 147,500 -- 26,200 -- 25,541
Chief Financial Officer 1997 210,333 126,000 260 -- -- 39,036
HENRY KORNHAUSER 1999 200,333 107,500 -- 30,000 -- 25,179
Vice President 1998 182,942 107,000 -- 23,000 -- 25,263
Advertising 1997 175,300 87,500 -- 16,973 -- 38,554
DENNIS M. MOORE 1999 206,375 100,500 -- 13,800 -- 38,349
Vice President 1998 197,375 127,000 -- 9,100 -- 22,262
Arm & Hammer Division Sales 1997 189,333 102,050 10,948(6) -- -- 32,822
EUGENE F. WILCAUSKAS 1999 242,417 150,000 -- 21,000 -- 47,165
President and Chief 1998 232,417 141,200 -- 25,000 -- 25,280
Operating Officer 1997 178,417 135,000 -- 20,000 -- 27,895
Specialty Products Division
</TABLE>
- ---------------
(1) Represents incentive compensation payments under the Company's Annual
Incentive Compensation Plan as discussed on page 17.
(2) Includes premiums paid for long-term disability insurance, liability
insurance and medical reimbursement plans. Total premiums paid on behalf of
named individuals were as follows for 1999, 1998, and 1997 and,
respectively: R.A. Davies, III $0, $0, $260; Z. Eiref $0, $0, $260; H.
Kornhauser $0, $0, $0; D.M. Moore $0, $0, $260; E.F. Wilcauskas $0, $0, $0.
(3) Includes Company contributions, vested and unvested, under the Company's
Investment Savings Plan and Profit Sharing Plan. Total contributions on
behalf of named individuals were as follows for
12
<PAGE> 16
1999, 1998 and 1997, respectively: R.A. Davies, III $79,215, $19,067,
$53,625; Z. Eiref $38,195, $19,200, $32,205; H. Kornhauser $32,233,
$19,957, $20,265; D.M. Moore $34,270, $19,200, $30,315; E.F. Wilcauskas
$39,288, $19,200, $23,850.
(4) Includes compensation deferred pursuant to a deferred compensation
agreement with the Company, providing certain plan contributions above
Internal Revenue Code limits. Such amounts are not deferred at the request
of the individual or the Company. Total compensation deferred on behalf of
named individuals was as follows for 1999, 1998 and 1997, respectively:
R.A. Davies, III $7,000, $6,140, $5,718; Z. Eiref $2,040, $442, $1,510; H.
Kornhauser $1,740, $139, $263; D.M. Moore $1,900, $1,121, $880; E.F.
Wilcauskas $2,468, $1,475, $1,309.
(5) Includes premiums paid for life insurance plans. Total premiums paid on
behalf of named individuals were as follows for 1999, 1998 and 1997,
respectively: R.A. Davies, III $14,863, $13,115, $11,107; Z. Eiref $6,674,
$5,899, $5,321; H. Kornhauser $4,581, $5,167, $4,914; D.M. Moore $2,179,
$1,941, $1,627; E.F. Wilcauskas $5,417, $4,605, $2,736.
(6) Includes $10,000 of loan forgiveness in 1997 in connection with a program
to encourage employees to relocate to Princeton, New Jersey. Such program
was generally available to all employees.
The following table sets forth information with respect to grants of stock
options for the Executive Officers named in the Summary Compensation Table
during 1999 pursuant to the 1998 Stock Option Plan(1). Also shown are
hypothetical gains for each option based on assumed rates of annual compound
stock price appreciation of five percent and ten percent from the date the
options were granted over the full option term.
OPTION GRANTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE VALUE
------------------------------------------------ AT ASSUMED ANNUAL RATES
% OF TOTAL OF STOCK PRICE
OPTIONS APPRECIATION FOR OPTION
GRANTED TO EXERCISE TERM (10 YEARS)(2)
OPTIONS EMPLOYEES IN PRICE EXPIRATION --------------------------
NAME GRANTED FISCAL YEAR ($/SHARE) DATE 5% ANNUAL 10% ANNUAL
- ---- ------- ------------- --------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Robert A. Davies, III....... 47,600 8.17 20.75 05-06-09 $613,890 $1,562,565
Zvi Eiref................... 19,800 3.40 20.75 05-06-09 255,358 649,974
Henry Kornhauser............ 30,000 5.15 20.75 05-06-09 386,906 984,810
Dennis M. Moore............. 13,800 2.37 20.75 05-06-09 177,977 453,012
Eugene F. Wilcauskas........ 21,000 3.60 20.75 05-06-09 270,834 689,367
</TABLE>
- ---------------
(1) Stock options, under the 1998 Stock Option Plan, are granted to management
employees, including Executive Officers, giving optionees the right to
purchase shares of Company Common Stock over a ten-year period, subject to a
three-year vesting period, at the fair market value per share on the date of
grant. The options shown in the table above were granted on May 6, 1999.
(2) These amounts assume that the market price of the Common Stock appreciates
in value from the date of grant to the end of the option term at the assumed
rates. Actual gains, if any, on stock option exercises are dependent on the
future performance of the Company Common Stock and overall market
conditions. These amounts are not intended to forecast possible future
increases, if any, in the market price of the Company's Common Stock.
13
<PAGE> 17
The following table sets forth information for the Company's option plans
with respect to stock option exercises by the Executive Officers named in the
Summary Compensation Table on page 12, during 1999, including the aggregate
value of gains on the date of exercise. Also shown are the (i) number of shares
covered by both exercisable and unexercisable stock options as of December 31,
1999, and (ii) values for in-the-money options which represent the difference
between the exercise price of such stock options and the price of Company Common
Stock as of December 31, 1999.
AGGREGATED OPTION EXERCISES FOR THE FISCAL YEAR
ENDED DECEMBER 31, 1999 AND OPTION VALUE
AT DECEMBER 31, 1999
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert A. Davies,
III.................. -- -- 378,357 110,400 $5,785,599 $2,946,300
Zvi Eiref.............. -- -- 114,000 45,800 1,765,300 662,613
Henry Kornhauser....... -- -- 70,946 39,000 1,005,232 606,937
Dennis M. Moore........ 44,000 $551,787 128,200 32,000 1,809,625 462,850
Eugene F. Wilcauskas... -- -- 22,000 89,000 287,375 1,215,812
</TABLE>
14
<PAGE> 18
COMPARISON OF TEN-YEAR CUMULATIVE TOTAL RETURN
AMONG COMPANY, S&P 500 INDEX AND THE HOUSEHOLD PRODUCTS INDEX(1)
<TABLE>
<CAPTION>
COMPANY S&P 500 INDEX HOUSEHOLD PRODUCTS
------- ------------- ------------------
<S> <C> <C> <C>
1989 96.39 65.90 53.38
1990 92.18 63.86 63.43
1991 158.26 83.31 73.90
1992 167.69 89.66 82.78
1993 153.93 98.70 92.14
1994 100.00 100.00 100.00
1995 105.08 137.58 139.98
1996 132.69 169.17 180.52
1997 165.48 225.60 253.86
1998 215.35 290.08 299.71
1999 323.44 351.12 358.44
</TABLE>
(1)The Household Products Index consists of Clorox Company, Colgate Palmolive
Co., Fort James Corp., Procter & Gamble and Kimberly Clark.
15
<PAGE> 19
COMPENSATION & ORGANIZATION COMMITTEE REPORT
The Company's executive compensation program is determined and administered
by the Compensation & Organization Committee of the Board of Directors (the
"Compensation Committee"), which is composed of Dr. Dixon (Chairman) and Messrs.
Baldwin, Beeby, LeBlanc and Whitney, all of whom are independent, non-employee
Directors. The Compensation Committee is responsible for all compensation
decisions regarding the Company's Executive Officers, subject to the approval of
the Board of Directors. Decisions relating to the Chief Executive Officer's
compensation are subject to the approval of all the non-employee Directors.
COMPENSATION PHILOSOPHY
In order to achieve its performance objectives, the Company believes that
it must be able to attract, motivate and retain qualified people with
appropriate talents, skills and abilities. Accordingly, the Compensation
Committee has established a compensation program that is competitive in the
markets in which the Company competes for management talent.
The executive compensation program is comprised of base salary, annual
incentive compensation and long-term incentive compensation components. Using
external surveys as a guide, the level of total compensation for Executive
Officers (including the Executive Officers named in the foregoing tables) is
intended to be comparable to the level of total compensation paid to executives
with comparable responsibilities in a peer group of companies identified by the
Committee. The peer group is intended to represent a sufficient sample size to
enable the Company to get a true reading on executive compensation although it
is not necessarily the same companies with which the Company would meaningfully
compare its performance in the marketplace. The Compensation Committee generally
seeks to maintain base salary at below average for peer group, annual incentive
compensation at average to above average (both of these components constitute
the annual compensation), welfare benefits at an average level, perquisites at a
lower than average level, and long-term incentive compensation (stock options)
at an average level, as compared with similar types of compensation paid to
executives in the peer group. The incentive compensation component of executive
compensation is more performance sensitive to both individual and Company
performance, than the other compensation components. The Compensation Committee
emphasizes long-term incentive compensation in the form of stock options,
because such compensation places the Executive Officers of the Company in the
same position as long-term stockholders. As a result, business decisions are
improved and Executive Officers receive gains that are consistent with those
realized by stockholders of the Company. While still within the guidelines
discussed above, the Compensation Committee has, within the last few years,
sought to adjust the mix of compensation by placing increased emphasis on the
more variable, performance based portion, such as incentive compensation and
stock option grants, and less emphasis on the fixed portion, base salaries.
Toward that end, the Compensation Committee had frozen base salaries for
Executive Officers at the April 1, 1995 levels, during the period 1995 through
1997, and increased the target level for incentive compensation.
Following is a discussion of each of the elements of the Company's
executive compensation program, along with a discussion of actions taken by the
Compensation Committee with respect to the Chief Executive Officer's
compensation.
16
<PAGE> 20
BASE SALARY
Base salary for each Executive Officer is determined by comparing such
Executive Officer's base salary to that of his/her counterparts in the Company's
peer group as shown in the periodic external salary surveys described above. In
addition, the Compensation Committee may adjust the base salary of an Executive
Officer in the event the Compensation Committee determines that such base salary
(i) does not adequately reflect the performance and accomplishments of such
Executive Officer, (ii) is out of line in comparison with the base salary of
other Executive Officers or (iii) is not consistent with the Compensation
Committee's policy to attract, motivate and retain qualified Executive Officers.
The factors used in the evaluation of the Executive Officer's performance,
include such Executive Officer's level of responsibility and his/her
contribution to the achievement of the Company's strategic operating objectives,
including objectives specific to such individual Executive Officer.
As of January 1, 1999, salary increases for Executive Officers were
approved by the Board consistent with the Company's executive compensation
philosophy as stated above.
In comparison with the Company's peer group, base salaries paid to
Executive Officers in 1999 were at the lower end of the median range of base
salaries of such peer group.
ANNUAL INCENTIVE COMPENSATION
Annual incentive compensation for Executive Officers is awarded under the
Company's Incentive Compensation Plan and is based on both corporate and
individual performance. The size of the aggregate incentive compensation pool,
if any, from which individual annual bonuses are paid, is based on an amount of
the Company's after-tax profits that may be payable as incentive compensation to
participants assuming achievement of the Company's performance targets and
target performance by individual participants. The aggregate incentive
compensation award pool is either increased or decreased, depending upon the
extent to which the Company's performance surpasses or underachieves the
performance of a peer group of companies. In addition to the computational
consideration, the Compensation Committee may also consider unusual or
non-recurring factors in reaching its final determination as to the size of the
incentive compensation pool.
After the amount of the aggregate award pool is determined using the
foregoing method, each individual Executive Officer's annual incentive
compensation is determined by the Compensation Committee using a previously
determined percentage of base salary for each such Executive Officer and the
evaluation of that executive's performance.
For 1997, as an added incentive to continue the turnaround in the Company's
profitability that was begun in 1995, the Compensation Committee increased the
incentive compensation opportunity, for 1997 only, by an amount equal to 15% of
the base salaries of the Executive Officers and a select group of managers below
the Executive Officer level whose retention and motivation were seen by
management as vital to the achievement of the Company's business plan for 1997.
The Compensation Committee intends for the incentive compensation awards
paid to Executive Officers to be competitive with those paid to comparable
executive officers in the Company's peer group. In any particular year the
incentive compensation level of each Executive Officer may be higher or lower
17
<PAGE> 21
than that of the peer group executives as a result of such Executive Officer's
level of achievement of the specific performance-related goals or as a result of
the Company's level of performance relative to the comparison group of
companies.
The incentive compensation awarded to each Executive Officer named in the
foregoing tables is reflected in the Summary Compensation Table on page 12. In
comparison with the Company's peer group, the incentive compensation awards paid
to Executive Officers for 1999 are expected to be higher than those of the
corresponding executive officers in the peer group, at least as a percent of
base salary. Base salaries and incentive compensation, in the aggregate, paid to
Executive Officers in 1999 are expected to be slightly higher than the median
level, reflecting the Company's relative outperformance of the peer group during
1999.
LONG-TERM AND OTHER COMPENSATION
The long-term incentive component is in the form of stock options granted
under the Company's stock option plans. The Company encourages participants in
the plans to hold the shares of Company Common Stock received through the
exercise of stock options so that the participants' interest will continue to be
aligned with the long-term interests of the stockholders of the Company.
Stock options granted to management employees, including Executive
Officers, give optionees the right to purchase shares of Company Common Stock
over a ten-year period, which options vest 100% on the third anniversary of the
date of the grant, at the fair market value per share on the date of grant. In
1999 one stock option grant was granted at $20.75 per share, the fair market on
the date of the grant.
The number of options granted to an Executive Officer is based on a
percentage of the Executive Officer's base salary, determined by the
Compensation Committee considering the recommendations of the Human Resources
Department, and the market price per share on the date of grant.
The Internal Revenue Code of 1986, as amended, places maximum limitations
on the amount of annual contributions which may be made to tax-qualified
retirement plans. Accordingly, in 1988 the Company adopted a Deferred
Compensation Plan for Officers under which contributions are made for the
benefit of certain Executive Officers, in such amounts which are determined in
accordance with such retirement plans but exceed these limitations. Effective
December 1, 1995 the Company amended the Deferred Compensation Plan to allow for
the deferral of other compensation, in whole or in part, at the discretion of
each Executive Officer.
CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. Davies' base salary for 1999 was below the median level with respect to
the Company's peer group, reflecting the Compensation Committee's desire to
place more emphasis on his performance based compensation such as incentive
compensation and stock options.
In January 2000, the Compensation Committee reviewed the performance of the
Company and Mr. Davies. Using the methodology described earlier in this report
under "Annual Incentive Compensation," the Compensation Committee determined
that the Company outperformed the comparison group of companies and awarded Mr.
Davies a bonus of 105% of base salary, equal to 140% of his target
18
<PAGE> 22
award. Mr. Davies' incentive compensation award for 1999 is expected to exceed
the median level in comparison with the Company's peer group.
SUBMITTED BY THE COMPENSATION & ORGANIZATION COMMITTEE OF THE COMPANY'S BOARD OF
DIRECTORS:
<TABLE>
<S> <C>
Rosina B. Dixon, M.D., Chairman Robert D. LeBlanc
Cyril C. Baldwin, Jr. John O. Whitney
Robert H. Beeby
</TABLE>
TRANSACTIONS WITH MANAGEMENT
Mr. Dwight C. Minton, Chairman of the Board, retired as Chief Executive
Officer and President of the Company on October 1, 1995. Effective on such date,
the Company retained the services of Mr. Minton as a consultant. The term of
such consulting arrangement shall continue for the life of Mr. Minton. Pursuant
to this consulting arrangement, Mr. Minton's compensation for 1999 was $250,000.
For subsequent years, his compensation shall be at the annual rate of $100,000
subject to review and adjustment by the Board. For 2000, the Board determined
that Mr. Minton's compensation shall be $250,000. In addition, the Company has
agreed to continue Mr. Minton's medical benefits and provide office space and
administrative support during the term of the consulting agreement. The Company
has further agreed that outstanding stock options granted to Mr. Minton pursuant
to the Company's Stock Option Plans did not expire upon his termination of
employment with the Company. Mr. Minton's right to exercise such stock options
shall continue for the ten-year period commencing on the grant dates of the
respective options. Mr. Minton shall receive no other fees relating to his
service as Chairman and shall not be eligible to participate in the Compensation
Plan for Directors.
The Company has agreed that outstanding stock options granted to Mr. Robert
A. Davies, III, President and Chief Executive Officer, pursuant to the Company's
Stock Option Plans will not expire upon his termination of employment with the
Company. Mr. Davies' right to exercise such stock options shall continue for the
ten-year period commencing on the grant dates of the respective options.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act"), the Company's Directors, its Executive Officers, and persons holding more
than ten percent of the Company Common Stock are required to report their
initial ownership of the Company's Common Stock and any changes in such
ownership to the Securities and Exchange Commission and the New York Stock
Exchange.
Specific due dates for reports required under Section 16(a) have been
established, and the Company is required to report in this Proxy Statement any
failure to file by these dates during 1999. To the Company's knowledge, based on
information furnished to the Company, all of these filing requirements were
satisfied for 1999, except that a report for Mr. John R. Burke, Vice President
Financial Analysis and Planning for the Arm & Hammer Division, for initial
statement of holdings was inadvertently filed four (4) days late. All other
reports for Mr. Burke were filed timely.
19
<PAGE> 23
2. APPOINTMENT OF AUDITORS
Upon the recommendation of the Audit Committee of the Board of Directors,
the Board, subject to approval by stockholders at the Annual Meeting, has
appointed Deloitte & Touche LLP as independent auditors for the Company to
examine its consolidated financial statements for 2000, and requests that the
stockholders approve such appointment. The Board of Directors may review its
selection if the appointment is not approved by the stockholders. Deloitte &
Touche LLP has served as auditors of the Company since 1969.
The Company has been informed that neither Deloitte & Touche LLP, nor any
member of the firm, has any relationship with the Company or its subsidiaries,
other than that arising from such firm's employment as described above. A
representative of Deloitte & Touche LLP will be in attendance at the Annual
Meeting to respond to appropriate questions and will be afforded the opportunity
to make a statement at the meeting, if he desires to do so.
3. STOCKHOLDER PROPOSAL REQUESTING
EQUAL EMPLOYMENT DIVERSITY REPORT
The Sisters of Saint Ursula, of 139 South Mill Road, Rhinebeck, New York
12572, the beneficial owners of 2,000 shares and the Sisters of St. Dominic of
Caldwell, NJ, of 52 Old Swartswood Station Road, Newton, New Jersey 07860 the
beneficial owners of 100 shares, have each requested that the identical
resolution be presented at the meeting. Therefore, we are presenting the two
resolutions as one proposal for a vote by stockholders.
PROPOSAL
Equal employment is a key issue for shareholders. The bipartisan Glass
Ceiling Commission Study released in 1995 explains that a positive diversity
record also has a positive impact on the bottom line. This study is important
for shareholders because it shows how many corporations in the United States
select for advancement from less than 50 percent of the total talent in our
workforce.
- Women and minorities comprise 57% of the workforce, yet represent only 3%
of executive positions.
- Women who were awarded more than half of all master degrees represent
less than 5% of the senior level management positions.
These statistics show the limits placed on selecting the most talented
people for top management positions.
Not attending to diversity impacts the bottom line because of real costs of
discrimination cases, the potential loss of government contracts and financial
ramifications of a damaged corporate image.
a) In 1996 Texaco settled the largest racial discrimination lawsuit in
U.S. history, costing a reported $170 million to the company and
stockholders. Texaco's public image was tarnished and the company faced a
consumer boycott.
20
<PAGE> 24
b) In 1996 the Wall Street Journal reported that Shoney's earning for
fiscal year 1992 posted a direct loss of $16.6 million as a result of
settling a racial discrimination suit for $134.5 million.
c) In 1997 Denny's reported it was still trying to win back its
minority customers, dating back to the 1992 discrimination complaints
against Denny's.
d) In 1998 Smith Barney agreed to spend $15 million on diversity
programs to settle a case brought by plaintiffs charging sexual harassment.
More than 150 major employers publicly report on work force diversity to
their shareholders. Primary examples are Disney/ABC Commitment Report, US Air
Affirming Workplace Diversity Report, Intel Diversity Report, Monsanto Diversity
Report, and Texaco Diversity Report. These companies and many others regularly
provide reports describing diversity progress and challenges. Often companies
will also include this information in their annual reports.
RESOLVED: The shareholders request our company prepare a report at
reasonable cost that may omit confidential information on the issues
described below.
1. An updated Diversity Report to be available to shareholders four
months from the date of the annual meeting, that includes:
a) The EEO-1 report in standard federal government categories
according to gender and race in each of the nine major EEOC defined
categories for the previous three years;
b) A description of any policies and programs oriented specifically
toward increasing the number of managers who are qualified females
and/or ethnic minorities;
c) A description of the company's efforts to increase its business
with female and minority suppliers and service-providers;
d) Any federal audit, corporate management review, and letter of
compliance with corrective measures enacted to protect any government
contracts.
2. A report on any material litigation in which the company is
involved concerning race, gender and the physically challenged.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE AGAINST THIS PROPOSAL.
A similar stockholder proposal was submitted for consideration at the 1999
Annual Meeting of Stockholders. The proposal was overwhelmingly rejected with
88% of the votes cast against the proposal, including 1.5% abstentions.
The Company is committed to complying with all applicable equal employment
opportunity laws and affirmative action regulations. It is the Company's policy
not to discriminate against any employee or applicant because of race, color,
religion, gender, national origin, age, or disability. The Company also
maintains appropriate affirmative action plans. The Company already complies
with federal, state and local governmental reporting requirements regarding
compliance with equal employment opportunity laws and its affirmative action
plans. The preparation and distribution of an additional report will not
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enhance the Company's commitment to the worthy goal of equal employment
opportunity and affirmative action. Moreover, the Board of Directors believes
that requiring preparation and distribution of another report would be a poor
use of Company resources, and should not be approved by the Company's
stockholders.
For these reasons, the Board of Directors believes that the adoption of
this proposal would not be in the best interest of stockholders and recommends
that stockholders vote AGAINST this proposal.
The affirmative vote of such number of shares as shall be entitled to cast
a majority of the votes represented in person or by proxy at the Annual Meeting
is required for approval of this proposal.
OTHER BUSINESS
The Management is not aware of any matters, other than as indicated above,
that will be presented for action at the meeting. However, if any other matters
properly come before the meeting, it is understood that the persons named in the
enclosed form of proxy intend to vote such proxy in accordance with their best
judgment on such matters.
Stockholders' proposals for the 2001 Annual Meeting of Stockholders must be
received no later than December 1, 2000, at the executive offices of the
Company, 469 North Harrison Street, Princeton, New Jersey 08543-5297, Attention:
Secretary, in order to be considered for inclusion in the Company's Proxy
Statement for such meeting.
DISCRETIONARY AUTHORITY
A duly executed proxy given in connection with the Company's 2001 Annual
Meeting of Stockholders will confer discretionary authority on the proxies named
therein, or any of them, to vote at such meeting on any matter of which the
Company does not have written notice on or before February 15, 2001, without
advice in the Company's proxy statement as to the nature of such matter.
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ANNUAL REPORT AND FORM 10-K
THE ANNUAL REPORT TO STOCKHOLDERS OF THE COMPANY FOR 1999, INCLUDING
FINANCIAL STATEMENTS, IS BEING FURNISHED, SIMULTANEOUSLY WITH THIS PROXY
STATEMENT, TO ALL STOCKHOLDERS OF RECORD AS OF THE CLOSE OF BUSINESS ON MARCH
13, 2000, THE RECORD DATE FOR VOTING AT THE ANNUAL MEETING. A COPY OF THE
COMPANY'S ANNUAL REPORT AND FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1999,
INCLUDING THE FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES, BUT
EXCLUDING THE EXHIBITS THERETO, WILL BE PROVIDED WITHOUT CHARGE TO STOCKHOLDERS
UPON WRITTEN REQUEST TO SECRETARY, CHURCH & DWIGHT CO., INC., 469 N. HARRISON
STREET, PRINCETON, NEW JERSEY, 08543-5297. THE FORM 10-K PROVIDED TO
STOCKHOLDERS WILL INCLUDE A LIST OF EXHIBITS TO THE FORM 10-K. COPIES OF
EXHIBITS WILL BE FURNISHED TO STOCKHOLDERS UPON WRITTEN REQUEST AND UPON PAYMENT
OF REPRODUCTION AND MAILING EXPENSES.
MARK A. BILAWSKY
Vice President, General Counsel and
Secretary
Princeton, New Jersey
April 3, 2000
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PROCEDURES FOR DETERMINING CHANGES IN
BENEFICIAL OWNERSHIP OF COMPANY COMMON STOCK
Effective February 19, 1986, the Restated Certificate of Incorporation of
Church & Dwight Co., Inc. (the "Company") was amended (the "Amendment") to
provide that, subject to the provisions below, every share of Company Common
Stock is entitled to four votes per share if it has been beneficially owned
continuously by the same holder (i) for a period of 48 consecutive months
preceding the record date for the Stockholders' Meeting; or (ii) since February
19, 1986. All other shares carry one vote.
In general, the Amendment provides that a change in beneficial ownership of
a share of Company Common Stock occurs whenever any change occurs in any person
or group who has or shares voting power, investment power or the right to
receive sale proceeds with respect to such share.
In the absence of proof to the contrary, provided in accordance with the
procedures referred to below, a change in beneficial ownership shall be deemed
to have occurred whenever a share of Company Common Stock is transferred of
record into the name of any other person.
In the case of a share of Company Common Stock held of record in the name
of a corporation, partnership, voting trustee, bank, trust company, broker,
nominee or clearing agency, or in any other name except a natural person, there
shall be presumed to have been a change in beneficial ownership in such share
within the 48 months preceding the record date, unless it has been established
to the contrary pursuant to such procedures.
There are several exceptions and qualifications to the terms of the
Amendment described above, including, but not limited to, a change in beneficial
ownership as a result of a gift or inheritance. For a copy of the complete
Amendment, please contact the Company at 469 North Harrison Street, Princeton,
New Jersey 08543-5297, Attn.: Secretary.
Stockholders who hold their Shares in "street name" or through any other
method specified above are required to submit proof of continued beneficial
ownership to the Company in order to be entitled to four votes per share. Such
proof must consist of a written certification by the record owner that there has
been no change in beneficial ownership (as defined in the Amendment) during the
relevant period. The required form for this certification will be the completion
of the section provided on the proxy card which indicates the number of one-vote
shares, four-vote shares and total number of votes. The Company reserves the
right, however, to require evidence in addition to the certification in
situations where it reasonably believes an unreported change may have occurred.
Proof (including certifications) will be accepted only if it is received by the
Company at least five days before the date for the Stockholders' Meeting.
The Company will notify stockholders of record who are natural persons, in
advance of a Stockholders' Meeting, of the Company's determination as to the
number of shares for which they are entitled to four votes per share and the
number of shares for which they are entitled to one vote per share. This
determination will be shown on the proxy cards for such stockholders.
Stockholders of record who disagree with such determination may certify that no
change in beneficial ownership has occurred during the relevant period, by
following the same procedure set out in the previous paragraph for other
stockholders, with the same reserved right of the Company to require additional
evidence.
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CHURCH & DWIGHT CO., INC.
Stockholder Certification Form
for the
Annual Meeting of Stockholders
on
May 11, 2000
USE ONLY IF YOU CLAIM MORE VOTING RIGHTS
THAN INDICATED ON YOUR PROXY CARD.
The Undersigned certifies that:
1. Of the _____ shares of the Company's Common Stock held of record by the
Undersigned on March 13, 2000, _____ shares have been beneficially owned
continuously by the same person for 48 consecutive months preceding the record
date; and
2. (Applicable only to stockholders who are natural persons) -- the
following is a statement supporting why the Undersigned disagrees with the
Company's determination of the voting power (as shown on the proxy card) to
which the Undersigned is entitled in connection with the Annual Meeting:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Dated:
------------------------------------
------------------------------------
------------------------------------
------------------------------------
Signature of Stockholder(s)
Please sign exactly as your name appears on the proxy card for the meeting. When
shares are held by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such. If
a corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
<PAGE> 29
---------------------------
CHURCH & DWIGHT
469 NORTH HARRISON STREET
PRINCETON, NEW JERSEY 08543-5297
CONSUMER AND SPECIALTY PRODUCTS
[ARM & HAMMER LOGO]
CHURCH &
DWIGHT CO., INC.
2000
---------------------------
NOTICE OF
ANNUAL MEETING
OF STOCKHOLDERS
AND
PROXY STATEMENT
---------------------------
MEETING DATE
MAY 11, 2000
<PAGE> 30
<TABLE>
<S> <C> <C>
PROXY PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS PROXY
CHURCH & DWIGHT CO., INC.
469 NORTH HARRISON STREET, PRINCETON, N.J. 08543-5297
</TABLE>
The Undersigned, having received the Notice of Meeting and Proxy Statement dated
April 3, 2000, hereby appoints ROSINA B. DIXON, M.D., JOHN D. LEGGETT, III,
Ph.D. and DWIGHT C. MINTON, and each of them, proxies, each with power to
appoint his/her substitute, to vote all shares of stock which the Undersigned is
entitled to vote at the Annual Meeting of Stockholders of Church & Dwight Co.,
Inc. to be held on Thursday, the 11th day of May, 2000 at THE NEW-YORK
HISTORICAL SOCIETY, 2 West 77th Street, New York, New York, at 11:00 a.m., and
at all adjournments thereof, upon such matters as may properly come before the
meeting and the following items as set forth in the Notice of Meeting and Proxy
Statement:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
1. Election of Nominees for Directors as listed below (except as marked to the
contrary below). FOR [ ] WITHHOLD AUTHORITY [ ]
Nominees: Robert A. Davies, III, John D. Leggett, III, Ph.D, John F. Maypole,
Robert A. McCabe and Burton B. Staniar.
INSTRUCTION: To withhold authority to vote for any nominee(s), print such
nominee's name(s) in the space provided below.
- --------------------------------------------------------------------------------
2. Approval of appointment of Deloitte & Touche LLP as independent auditors of
the Company's 2000 financial statements.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEM 3.
3. A Stockholder proposal requesting preparation of an equal employment
diversity report.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. Transaction of such other business as may properly be brought before the
meeting or any adjournments thereof.
IF NO CONTRARY INSTRUCTION IS GIVEN, THIS PROXY WILL BE VOTED FOR ITEMS 1 AND 2;
AND AGAINST ITEM 3.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF DIRECTORS AND FOR
APPROVAL OF ITEM 2.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEM 3.
(continued on reverse side)
<PAGE> 31
(Continued from other side)
<TABLE>
<S> <C>
I PLAN TO ATTEND MEETING
</TABLE>
Your vote is important. If you own shares which are entitled to four votes per
share, you must indicate this below in the space provided, or it will be assumed
that your shares will be entitled to one vote each. Please provide the total
number of one-vote shares, the total number of four-vote shares and the total
number of votes in the spaces below.
<TABLE>
<S> <C>
Dated , 2000
-----------------------------------------------------------
Signature
-----------------------------------------------------------
Signature
-----------------------------------------------------------
TOTAL One-Vote Shares x 1 =
-----------------------------------------------------------
TOTAL Four-Vote Shares x 4 =
-----------------------------------------------------------
TOTAL NUMBER OF VOTES
-----------------------------------------------------------
Please sign exactly as name appears hereon. Where shares
are held jointly, each holder should sign. Executors,
administrators, trustees and others signing in a
representative capacity should so indicate. If a signer is
a corporation, please sign the full corporate name by an
authorized officer.
</TABLE>
PLEASE SIGN AND RETURN PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
