01—Abstract
Summary
Summary of the 8-K filed January 29, 2026. Cited figures are marked; the original filing is the authoritative source.
Kimberly-Clark Corporation (KMB) reported in this Form 8-K filed January 29, 2026 that its stockholders approved the issuance of K-C common stock to Kenvue Inc. stockholders in connection with the proposed acquisition of Kenvue.
The company held a virtual special meeting on January 29, 2026. Of 331,892,847 shares entitled to vote at the December 11, 2025 record date, 248,177,004 shares, or approximately 74.8%a, were present or represented by proxy, constituting a quorum. The Issuance Proposal received 239,054,286 votes for, 8,439,618 against, 683,100 abstentions and no broker non-votes.
The Adjournment Proposal was not submitted because sufficient votes were cast to approve the Issuance Proposal. The transaction is structured under a Merger Agreement dated November 2, 2025, in which a First Merger Sub merges into Kenvue, with Kenvue then merging into a Second Merger Sub, leaving Kenvue as a wholly owned subsidiary of K-C. A joint press release (Exhibit 99.1) states that, based on preliminary voting results, approximately 96%b of shares present at K-C's special meeting voted to approve the share issuance, and approximately 99% of shares voted at Kenvue's special meeting voted to adopt the merger agreement, representing approximately 77% of all outstanding Kenvue shares.
Final results are subject to certification by independent inspectors of elections and will be reported in separate Form 8-K filings. The companies state that the transaction is expected to close in the second half of 2026, subject to regulatory approvals and other customary closing conditions. The press release describes the combined company as a global health and wellness leader.
02—Key points
Key Highlights
- K-C stockholders approved the Issuance Proposal with 239,054,286 votes for and 8,439,618 against, with 683,100 abstentions.
- Approximately 74.8% of outstanding K-C shares entitled to vote (248,177,004 shares) were present or represented, constituting a quorum.
- Based on preliminary results, approximately 96% of shares present at K-C's meeting voted to approve the share issuance.
- Kenvue stockholders voted approximately 99% in favor of adopting the merger agreement, representing approximately 77% of all outstanding Kenvue shares (preliminary).
- The Adjournment Proposal was not needed and was not submitted to stockholders.
- The transaction is expected to close in the second half of 2026, subject to regulatory approvals and customary closing conditions.
- Final vote certifications by independent inspectors of elections will be filed in separate Form 8-K reports.
03—Questions
Frequently Asked Questions
What did Kimberly-Clark stockholders vote on?
They voted on the Issuance Proposal to approve the issuance of K-C common stock, par value $1.25 per share, to Kenvue stockholders in connection with the Mergers under the November 2, 2025 Merger Agreement. The proposal was approved.
Were the vote results final?
The figures in this filing are final vote results for the K-C special meeting as stated in Item 5.07. The joint press release's percentages for both companies were preliminary, and the companies state that final results are subject to certification by independent inspectors of elections and will be filed in separate Form 8-K reports.
What is the structure of the transaction?
First Merger Sub will merge with and into Kenvue, with Kenvue surviving as a direct wholly owned subsidiary of K-C. Immediately afterward, as part of the same overall transaction, the surviving company will merge into Second Merger Sub, which will survive as a direct wholly owned subsidiary of K-C.
When is the acquisition expected to close?
The companies expect the transaction to close in the second half of 2026, subject to receipt of regulatory approvals and satisfaction of other customary closing conditions.
Why was the Adjournment Proposal not put to a vote?
K-C solicited proxies for a possible adjournment in case there were not enough votes to approve the Issuance Proposal. Because sufficient votes were cast at the meeting to approve it, the Adjournment Proposal was unnecessary and was not submitted to stockholders.
04—Continue