Kenvue Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$KVUE
Specialty Chemicals
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 23, 2024
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Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) Kenvue Inc. (the “Company”) held its 2024 Annual Meeting of Shareholders on May 23, 2024. For more information on the following proposals, see the Company’s proxy statement for the 2024 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on April 10, 2024 (the “2024 Proxy Statement”).
(b) The final voting results of the matters presented at the 2024 Annual Meeting of Shareholders are set forth below.
1. Proposal 1 — Election of Directors.
Shareholders elected all 11 director nominees named in the 2024 Proxy Statement to the Company’s Board of Directors (the “Board”) to serve until the Company’s 2025 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified, or until such director’s earlier death, resignation, disqualification or removal.
| Director Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Richard E. Allison, Jr. | 1,704,415,691 | 21,084,683 | 1,199,200 | 76,246,806 | ||||||||||||||||||||||
| Peter M. Fasolo | 1,619,262,350 | 106,258,483 | 1,178,741 | 76,246,806 | ||||||||||||||||||||||
| Tamara S. Franklin | 1,699,901,058 | 25,650,837 | 1,147,679 | 76,246,806 | ||||||||||||||||||||||
| Seemantini Godbole | 1,699,886,300 | 25,624,274 | 1,189,000 | 76,246,806 | ||||||||||||||||||||||
| Melanie L. Healey | 1,693,915,698 | 31,611,959 | 1,171,917 | 76,246,806 | ||||||||||||||||||||||
| Betsy D. Holden | 1,693,374,108 | 32,192,798 | 1,132,668 | 76,246,806 | ||||||||||||||||||||||
| Larry J. Merlo | 1,691,303,246 | 34,195,517 | 1,200,811 | 76,246,806 | ||||||||||||||||||||||
| Thibaut Mongon | 1,698,158,935 | 27,308,331 | 1,232,308 | 76,246,806 | ||||||||||||||||||||||
| Vasant Prabhu | 1,693,401,379 | 32,078,889 | 1,219,306 | 76,246,806 | ||||||||||||||||||||||
| Michael E. Sneed | 1,619,167,767 | 106,306,441 | 1,225,366 | 76,246,806 | ||||||||||||||||||||||
| Joseph J. Wolk | 1,619,361,580 | 106,134,995 | 1,202,999 | 76,246,806 | ||||||||||||||||||||||
2. Proposal 2 — Approve, on a Non-Binding Advisory Basis, Named Executive Officer Compensation.
Shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 1,672,496,312 | 52,725,956 | 1,477,306 | 76,246,806 | |||||||||||||||||
3. Proposal 3 — Approve on a Non-Binding Advisory Basis, the Frequency of Future Advisory Votes on Named Executive Officer Compensation.
Shareholders approved, on a non-binding advisory basis, every 1 year as the frequency of future advisory votes on the compensation of the Company’s named executive officers.
| 1 Year | 2 Year | 3 Year | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| 1,702,135,873 | 1,254,867 | 20,726,826 | 2,582,008 | 76,246,806 | ||||||||||||||||||||||
4. Proposal 4 — Ratify the Appointment of the Company’s Independent Registered Public Accounting Firm for 2024.
Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024.
| For | Against | Abstain | ||||||||||||
| 1,800,563,894 | 1,388,569 | 993,917 | ||||||||||||
(d) In light of the preference expressed by the Company’s shareholders through their advisory votes on Proposal 3 as described above, the Board has determined that the Company will hold future advisory votes on the compensation of the Company’s named executive officers on an annual basis, until the next advisory vote on the frequency of future advisory votes on named executive officers compensation, which is expected to be held at the Company’s 2030 Annual Meeting of Shareholders.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| KENVUE INC. | |||||||||||||||||
| Date: May 28, 2024 | By: | /s/ Edward J. Reed | |||||||||||||||
| Name: Title: | Edward J. Reed Vice President, Corporate Secretary | ||||||||||||||||