Company Confirms Receipt of Director Nominees from Starboard Value
No Shareholder Action Required at This Time
Kenvue Inc. (NYSE:KVUE) ("Kenvue"), the world's largest pure-play consumer health company by revenue, today issued the following statement in response to Starboard Value's ("Starboard") submission of four nominees to stand for election to the Kenvue Board of Directors at Kenvue's 2025 Annual Meeting of Shareholders:
The Kenvue Board and management team are committed to acting in the best interests of Kenvue and our shareholders. We engage regularly with our shareholders and are open to constructive dialogue with and suggestions from Kenvue shareholders. We note that members of Kenvue's Board of Directors and management team have held several discussions with Starboard.
We are working across our business to unleash the full potential of Kenvue's portfolio, powered by increased marketing investments driven by our cost savings and productivity initiatives. Kenvue is a global leader in consumer health with strong brands, capabilities and teams that we believe will enable us to drive sustainable profitable growth and enhance shareholder value.
Kenvue's Board recognizes the importance of ensuring the right combination of skills and experience, as well as independent director oversight, and regularly evaluates its composition. We recently appointed two new independent directors with the resignation of two Johnson & Johnson executives from the Board. Kenvue's Board today is composed of 11 highly qualified directors who have held executive leadership roles and board positions, including at world-class consumer, retail and healthcare companies. Each director brings expertise in areas that are highly relevant to the execution of the Company's strategic priorities, including strategy, brand-building and marketing, e-commerce, corporate finance, and business development.
Kenvue's Board has been reviewing Starboard's proposed director candidates and will present its formal recommendation in due course.
About Kenvue
Kenvue 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 believe in the extraordinary power of everyday care and 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.
Cautions Concerning Forward-Looking Statements
This press release contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995 regarding, among other things, statements about management's expectations of Kenvue's future operating and financial performance, product development, market position, and business strategy. Forward-looking statements may be identified by the use of words such as "plans," "expects," "will," "anticipates," "estimates," and other words of similar meaning. The reader is cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations and projections of Kenvue and its affiliates. Risks and uncertainties include, but are not limited to: the inability to execute on Kenvue's business development strategy; inflation and other economic factors, such as interest rate and currency exchange rate fluctuations; the ability to successfully manage local, regional or global economic volatility, including reduced market growth rates, and to generate sufficient income and cash flow to allow Kenvue to effect any expected share repurchases and dividend payments; Kenvue's ability to access capital markets and maintain satisfactory credit ratings, which could adversely affect its liquidity, capital position and borrowing costs; competition, including technological advances, new products and intellectual property attained by competitors; challenges inherent in new product research and development; uncertainty of commercial success for new and existing products and digital capabilities; challenges to intellectual property protections including counterfeiting; the ability of Kenvue to successfully execute strategic plans, including Our Vue Forward and other restructuring or cost-saving initiatives; the impact of business combinations and divestitures, including any ongoing or future transactions; manufacturing difficulties or delays, internally or within the supply chain; product efficacy or safety concerns resulting in product recalls or regulatory action; significant adverse litigation or government action, including related to product liability claims; changes to applicable laws and regulations and other requirements imposed by stakeholders; changes in behavior and spending patterns of consumers; natural disasters, acts of war (including the Russia-Ukraine War and conflicts in the Middle East) or terrorism, catastrophes, or epidemics, pandemics, or other disease outbreaks; financial instability of international economies and legal systems and sovereign risk; the inability to realize the benefits of the separation from Kenvue's former parent, Johnson & Johnson; and the risk of disruption or unanticipated costs in connection with the separation. A further list and descriptions of these risks, uncertainties, and other factors can be found in Kenvue's filings with the Securities and Exchange Commission (the "SEC"), including its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and subsequent Quarterly Reports on Form 10-Q and other filings, available at www.kenvue.com or on request from Kenvue. Any forward-looking statement made in this release speaks only as of the date of this release. Kenvue undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events, or developments or otherwise.
Additional Information and Where to Find it
Kenvue intends to file with the SEC a proxy statement on Schedule 14A, containing a form of WHITE proxy card, with respect to its solicitation of proxies for Kenvue's 2025 Annual Meeting of Shareholders. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY KENVUE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION. Investors and security holders may obtain copies of these documents and other documents filed with the SEC by Kenvue free of charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by Kenvue are also available free of charge by accessing Kenvue's investor relations website at investors.kenvue.com.
Participants
Kenvue, its directors and executive officers and other members of management and employees will be participants in the solicitation of proxies with respect to a solicitation by Kenvue. Information about Kenvue's executive officers and directors is available in Kenvue's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on March 1, 2024, in its proxy statement for the 2024 Annual Meeting of Shareholders, as filed with the SEC on April 10, 2024, and in its Current Report on Form 8-K filed with the SEC on July 31, 2024. To the extent holdings by our directors and executive officers of Kenvue securities reported in the proxy statement for the 2024 Annual Meeting of Shareholders or in such Form 8-K have changed, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC, including the Form 3s filed with the SEC on May 28, 2024, August 16, 2024 and December 3, 2024 and the Form 4s filed with the SEC on April 3, 2024, May 28, 2024, May 28, 2024, May 28, 2024, May 28, 2024, May 28, 2024, May 28, 2024, May 28, 2024, May 28, 2024, May 28, 2024, May 28, 2024, June 5, 2024, July 1, 2024, September 19, 2024, September 30, 2024, December 3, 2024, December 3, 2024, December 3, 2024, December 3, 2024, December 3, 2024, December 3, 2024, December 3, 2024, December 3, 2024, December 3, 2024, December 3, 2024, December 3, 2024, December 13, 2024, December 13, 2024 and December 13, 2024. These documents are or will be available free of charge at the SEC's website at www.sec.gov.
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