Skip to content
Baker Capital StrategiesMARKETS. FILINGS. PERSPECTIVE.
Powered by THEMA

BAKER CAPITAL STRATEGIES

Get the free weekly BCS email.

Selected company filings and market updates, delivered by email. Your first report will follow soon.

  • Your weekly BCS reportMarket updates and links to filings you can explore.
  • THEMA at launchWe’ll send directions for setting up your filing alerts when THEMA officially opens.

One signup for the weekly email and your free THEMA Basic account at launch.

Already registered or a CSW member?Log in to THEMA →

At least 8 characters. This also creates your free THEMA account for launch.

You’re signing up for the weekly BCS email and THEMA launch/setup updates. Unsubscribe using the link in any email. Privacy policy · Terms

BCS

Current Report · Items 5.07, 7.01, 9.01 · 8-K

Kenvue Inc.

KVUENYSEEQUITYCurrent

Submission of Matters to a Vote of Security Holders · Regulation FD Disclosure

Item 5.07 Submission of Matters to a Vote of Security Holders As previously disclosed, on November 2, 2025, Kenvue Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Kimberly-Clark Corporation, a Delaware corporation (“K-C”), Vesta Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of K-C (“First Merger Sub…

Filed Jan 29, 2026Accepted Jan 29, 2026, 4:30 PM ESTCIK 1944048Accession 0001944048-26-000008
Share

Company context

Kenvue Inc. is the world’s largest pure-play consumer health company by revenue. Built on more than a century of heritage, our iconic brands, including Aveeno®, BAND-AID® Brand, Johnson’s®, Listerine®, Neutrogena® and Tylenol®, are science-backed and recommended by healthcare professionals around the world. At Kenvue, we realize the extraordinary power of everyday care. Our teams work every day to put that power in consumers’ hands and earn a place in their hearts and homes. Learn more at www.kenvue.com.

Current securities

Recent company filings

  1. POS AM filingNov 2, 2026
  2. S-8 POS filingNov 2, 2026
  3. POSASR filingNov 2, 2026
  4. S-8 POS filingNov 2, 2026
  5. 4 filingNov 2, 2026

Registered securities in this filing

Kenvue Inc. · 8-K · Filed 2026-01-29

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common Stock, $0.01 par value per share

Symbol
KVUE
Exchange
NYSE
Classification
COMMON
Status
Current
Filing context

Context: c-1

Dimensions: Not supplied

Accession 000194404826000008 · 1 registered-security cover member

Read the exact SEC filing ↗

Disclosure sections

Items 5.07, 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders As previously disclosed, on November 2, 2025, Kenvue Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Kimberly-Clark Corporation, a Delaware corporation (“K-C”), Vesta Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of K-C (“First Merger Sub”), and Vesta Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of K-C (“Second Merger Sub”), pursuant to which, among other things, (i) First Merger Sub will merge with and into the Company (the “First Merger”), with the Company surviving as a direct wholly owned subsidiary of K-C (the “Initial Surviving Company”), and (ii) immediately following the First Merger, and as part of the same overall transaction as the First Merger, the Initial Surviving Company will merge with and into Second Merger Sub (the “Second Merger” and, together with the First Merger, the “Mergers”), with Second Merger Sub surviving the Second Merger as a direct wholly owned subsidiary of K-C. On January 29, 2026, the Company held a virtual special meeting of its stockholders (the “Special Meeting”) to vote on the proposals identified in the definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 16, 2025, which was first mailed to the Company’s stockholders on or about December 16, 2025. As of the close of business on December 11, 2025, the record date for the Special Meeting, there were 1,915,984,439 shares of common stock, par value $0.01 per share, of the Company (“Company Common Stock”) issued and outstanding and entitled to vote at the Special Meeting. 1,500,665,005 shares of Company Common Stock, representing approximately 78.32% of all of Company Common Stock issued and outstanding and entitled to vote at the Special Meeting, were present or represented by proxy at the Special Meeting, constituting a quorum to conduct business. The final voting results with respect to each proposal are set out below: 1. The proposal to adopt the Merger Agreement (the “Merger Proposal”). The Company’s stockholders approved the Merger Proposal as follows: Votes For Votes Against Votes Abstained Broker Non-Votes ─────────────────────────────────────────────────────────────────────────────── 1,489,923,158 7,467,731 3,274,116 — 2. The proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the transactions contemplated by the Merger Agreement (the “Advisory Compensation Proposal”). The Company’s stockholders approved the Advisory Compensation Proposal as follows: Votes For Votes Against Votes Abstained Broker Non-Votes ─────────────────────────────────────────────────────────────────────────────── 1,465,779,826 29,007,140 5,878,039 — In connection with the Special Meeting, the Company also solicited proxies with respect to the approval of one or more adjournments of the Special Meeting to a later date or time, if necessary or appropriate, including adjournments to permit the solicitation of additional votes or proxies if there were not sufficient votes cast at the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”). As there were sufficient votes at the time of the Special Meeting to approve the Merger Proposal, the Adjournment Proposal was unnecessary and such proposal was not submitted to the stockholders for approval at the Special Meeting.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure On January 29, 2026, the Company and K-C issued a joint press release announcing the preliminary results of the Special Meeting and the preliminary results of a special meeting of K-C’s shareholders also held on January 29, 2026. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.1, is being furnished to the SEC and shall not be deemed “filed” for the 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, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.

Privacy choices

BCS measures page use with Google Analytics using regional consent settings. You can change your preference here. Charts and market data remain available.

Essential functions — always available. Security, navigation, registration and remembering these choices.

Audience analytics

Analytics cookies are off by default for visitors Google identifies in the EEA, UK or Switzerland until allowed. Limited measurement without analytics cookies may still occur under those regional defaults.

TradingView charts, quotes and the economic calendar load automatically as page content. TradingView receives network and browser information and may collect its own usage analytics. This choice controls BCS’s Google Analytics only.

Google advertising is not enabled. Direct sponsor links do not load advertising trackers on BCS.

Turning analytics off stops future Google Analytics activity here. It does not erase information already received by the provider. Read the privacy policy.