01—Abstract
Summary
Summary of the 8-K filed November 13, 2024. Cited figures are marked; the original filing is the authoritative source.
Kimberly-Clark Corporation filed this Current Report on Form 8-K on November 13, 2024 to disclose the election of Joseph Romanelli to its Board of Directors, effective immediately.
Mr. Romanelli is an independent director and was also appointed to the Board's Audit Committee. In connection with his appointment, the size of the Board increases from twelve to thirteen directors. He serves as President of Human Health International for Merck & Co., Inc., a role the filing describes as overseeing MSD's 75-plus markets outside the U.S. and leading a team of 14,000 colleagues.
The filing states that Mr. Romanelli will participate in the outside director compensation programs described under "Director Compensation" in the Corporation's proxy statement filed on March 11, 2024. The filing does not report any financial results, guidance, or other operational metrics.
The accompanying news release (Exhibit 99.1) quotes Chairman and CEO Mike Hsu, who said Mr. Romanelli's global leadership experience and expertise in leading-edge science will benefit the company as it advances its Powering Care strategy. The release also notes his prior service as CEO of JiXing Pharmaceuticals and his roughly 25 years in strategic and operational roles at MSD and Schering-Plough.
02—Key points
Key Highlights
- Joseph Romanelli, 51, was elected an independent member of the Board of Directors, effective November 13, 2024.
- Mr. Romanelli was appointed to the Board's Audit Committee effective immediately.
- The Board size increases from twelve to thirteen directors as a result of the appointment.
- Mr. Romanelli is President of Human Health International for Merck & Co., Inc., overseeing MSD's 75-plus markets outside the U.S. and a team of 14,000 colleagues.
- Previously he served as CEO of JiXing Pharmaceuticals and held strategic and operational roles at MSD and Schering-Plough for 25 years.
- He will participate in the outside director compensation programs described in the March 11, 2024 proxy statement.
- The filing contains no financial results, guidance, or operating metrics; the event is a governance change.
03—Questions
Frequently Asked Questions
Who was appointed to Kimberly-Clark's Board of Directors?
Joseph Romanelli, age 51, was elected as an independent director effective November 13, 2024. He is President of Human Health International for Merck & Co., Inc.
Which Board committee did Mr. Romanelli join?
He was appointed to the Board's Audit Committee, effective immediately upon his election.
How does the appointment change the Board?
The size of the Board increases from twelve to thirteen directors.
How will Mr. Romanelli be compensated?
The filing states he will participate in the outside director compensation programs described under "Director Compensation" in the proxy statement filed March 11, 2024.
Does this filing report any financial results or guidance?
No. The filing concerns only the Board election and related exhibit; it does not include financial results, guidance, or operating metrics.
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