Kimberly-Clark Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits
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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 Against |
Votes Abstained | Broker 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 7.01 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.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Joint Press Release, dated as of January 29, 2026. | |
| 104 | The cover page from Kimberly-Clark Corporation’s Current Report on Form 8-K, formatted in Inline XBRL. |
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.
| Date: January 29, 2026 | KIMBERLY-CLARK CORPORATION | |
| By: | /s/ Grant B. McGee | |
| Grant B. McGee | ||
| Senior Vice President and General Counsel | ||