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 announced, on November 2, 2025, Kimberly-Clark Corporation, a Delaware corporation (“K-C”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Kenvue Inc., a Delaware corporation (“Kenvue”), 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 55785Accession 0001104659-26-008005
Kimberly-Clark (NASDAQ: KMB) and its trusted brands are an indispensable part of life for people in more than 175 countries and territories. Our portfolio of brands, including Huggies, Kleenex, Scott, Kotex, Cottonelle, Poise, Depend, Pull-Ups, Goodnites, Intimus, Plenitud, Sweety, Softex, Viva and WypAll, hold No. 1 or No. 2 share positions in approximately 70 countries. Our company’s purpose is to deliver Better Care for a Better World. We are committed to using sustainable practices designed to support a healthy planet, build strong communities, and enable our business to thrive for decades to come.
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 announced, on November 2, 2025,
Kimberly-Clark Corporation, a Delaware corporation (“K-C”) entered into an Agreement and Plan of Merger (the “Merger
Agreement”), with Kenvue Inc., a Delaware corporation (“Kenvue”), 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”). The Merger Agreement provides that, among other things,
(i) First Merger Sub will merge with and into Kenvue (the “First Merger”), with Kenvue 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, K-C held a virtual special
meeting of its stockholders (the “Special Meeting”) to vote upon a proposal to approve the issuance of shares of common stock,
par value $1.25 per share, of K-C (“K-C Common Stock”) to the Kenvue stockholders in connection with the Mergers (the “Issuance
Proposal”). Prior to the Special Meeting, K-C filed a definitive joint proxy statement/prospectus (the “Proxy Statement”)
with the U.S. Securities and Exchange Commission on December 16, 2025. The Proxy Statement describes the Special Meeting, the Issuance
Proposal, the Mergers and related information and was first mailed to K-C 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 331,892,847 shares of K-C
Common Stock issued and outstanding and entitled to vote at the Special Meeting and each share of K-C Common Stock represented one
vote. At the Special Meeting, a total of 248,177,004 shares of K-C Common Stock, representing approximately 74.8% of the
outstanding shares of K-C Common Stock entitled to vote at the Special Meeting, were present or represented by proxy, constituting a
quorum to conduct business.
The final voting results for the proposal voted
on at the K-C Special Meeting are as follows:
Issuance Proposal
K-C’s stockholders approved the Issuance
Proposal as follows:
Votes For Votes Votes Abstained Broker
Against Non-Votes
──────────────────────────────────────────────────────────────────
239,054,286 8,439,618 683,100 0
In connection with the Special Meeting, K-C 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 Issuance Proposal (the “Adjournment Proposal”). As there were sufficient votes at the
time of the Special Meeting to approve the Issuance 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, K-C and Kenvue issued
a joint press release announcing the preliminary results of the voting at their respective special meetings of stockholders each
held on January 29, 2026. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated by reference
herein.
The information provided under Item 7.01 of this
Current Report on Form 8-K (this “Current Report”), including Exhibit 99.1, is being “furnished” and
is not deemed to be “filed” with the U.S. Securities and Exchange Commission 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 is not incorporated
by reference into any filing of K-C under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the
date hereof, except as shall be expressly set forth by specific reference to this Current Report in such a filing. K-C does not incorporate
by reference to this Current Report information presented in the exhibits attached hereto.
Filed exhibits (1)
EX-99.1 (by filename) tm262467d8_ex99-1.htm
EX-99.1
2
tm262467d8_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
Kimberly-Clark and Kenvue Shareholders Overwhelmingly
Approve Kimberly-Clark's Acquisition of Kenvue
Key Milestone in Creating a Global Health and
Wellness Leader
Transaction Expected to Close in the Second
Half of 2026
DALLAS, T.X. and SUMMIT, N.J., Jan. 29, 2026 - Kimberly-Clark
Corporation (NASDAQ: KMB) and Kenvue Inc. (NYSE: KVUE) today announced that Kimberly-Clark and Kenvue shareholders voted overwhelmingly
to approve all of the proposals necessary for Kimberly-Clark to complete its acquisition of Kenvue at their respective Special Meetings
of Stockholders held today.
"We are grateful to Kimberly-Clark shareholders who voted resoundingly
in support of our combination with Kenvue," said Mike Hsu, Kimberly-Clark Chairman and Chief Executive Officer. "This is an
exciting milestone and advances our efforts to create a preeminent global health and wellness leader that will raise the standard of care
for billions of people around the world and generate significant value for shareholders. Kimberly-Clark and Kenvue leaders are collaborating
well on our critical integration planning efforts, which further underscores …