01—Abstract
Summary
Summary of the 8-K filed May 2, 2024. Cited figures are marked; the original filing is the authoritative source.
On May 2, 2024, Kimberly-Clark Corporation stockholders, at the 2024 Annual Meeting, approved an Amended and Restated Certificate of Incorporation that limits the personal liability of certain officers for monetary damages arising from breaches of the fiduciary duty of care (but not the duty of loyalty) in limited circumstances, and made other technical changes.
The Restated Certificate became effective on May 2, 2024 upon filing with the Delaware Secretary of State. It also provides that if the Delaware General Corporation Law is further amended to eliminate or limit officer liability, officer liability will be limited to the fullest extent permitted by law as so amended. The filing describes the changes as detailed in the company's March 11, 2024 proxy statement.
Stockholders also elected all twelve director nominees, ratified Deloitte & Touche LLP as independent auditors for 2024, and approved named executive officer compensation on an advisory basis. The vote on the charter amendment passed with 217,180,778 votes for, 28,109,986 against, and 1,299,794 abstentions, with 45,484,661 broker non-votes. The advisory say-on-pay vote received 221,696,267 votes for and 23,499,170 against, with 1,395,121 abstentions and the same broker non-votes.
Director Deirdre A. Mahlan received the most votes against among the nominees at 27,765,939, while Sylvia M. Burwell had the most votes for at 244,655,288.
For investors, the filing is largely governance-related and does not disclose financial results or operating developments. The main substantive change is the officer exculpation provision, which aligns the company's charter with recent Delaware law changes permitting officer exculpation. The auditor ratification and say-on-pay results are routine shareholder actions reported in this filing.
02—Key points
Key Highlights
- Stockholders approved an Amended and Restated Certificate of Incorporation effective May 2, 2024, limiting personal liability of certain officers for breaches of the fiduciary duty of care in limited circumstances
- The Restated Certificate does not limit officer liability for breaches of the fiduciary duty of loyalty
- Charter amendment passed with 217,180,778 votes for and 28,109,986 votes against, with 1,299,794 abstentions
- All twelve director nominees were elected at the 2024 Annual Meeting, including Sylvia M. Burwell, John W. Culver, Michael D. Hsu, Mae C. Jemison, M.D., Deeptha Khanna, S. Todd Maclin, Deirdre A. Mahlan, Sherilyn S. McCoy, Christa S. Quarles, Jaime A. Ramirez, Dunia A. Shive, and Mark T. Smucker
- Deloitte & Touche LLP was ratified as independent auditors for 2024 with 274,671,652 votes for and 16,605,930 against
- Advisory say-on-pay vote on named executive officer compensation received 221,696,267 votes for and 23,499,170 against
- The restated charter also states that officer liability will be limited to the fullest extent permitted by Delaware law if the DGCL is further amended
03—Questions
Frequently Asked Questions
What did Kimberly-Clark's stockholders approve regarding the corporate charter?
Stockholders approved an Amended and Restated Certificate of Incorporation that limits the personal liability of certain officers for monetary damages associated with breaches of the fiduciary duty of care in limited circumstances, and makes other technical changes. The charter became effective on May 2, 2024.
Does the charter change protect officers from liability for all misconduct?
No. The limitation applies only to breaches of the fiduciary duty of care and not to the fiduciary duty of loyalty. It applies in limited circumstances.
Were the director nominees and other proposals approved?
Yes. All nominees for director were elected, Deloitte & Touche LLP was ratified as independent auditors for 2024, and named executive officer compensation was approved on an advisory basis. The charter amendment was also approved.
Where can investors find more detail on these proposals?
The filing refers to the Corporation's Definitive Proxy Statement on Schedule 14A filed with the SEC on March 11, 2024, which further describes the charter amendment. The full text of the Restated Certificate is filed as Exhibit (3)a to this Form 8-K.
04—Continue