KVUE · Kenvue
34 filings
KVUE 8-K Current Reports
Kenvue - 34 current reports
KVUE filed 3 annual reports (10-K), 12 quarterly reports (10-Q) and 34 current reports (8-K) between 2023 and 2026.
- 8-K · May 8, 2023
- 10-Q · Jun 2, 2023
- 8-K · Jul 20, 2023
- 10-Q · Aug 2, 2023
- 8-K · Aug 23, 2023
- 8-K · Oct 26, 2023
- 10-Q · Nov 3, 2023
- 8-K · Nov 17, 2023
- 8-K · Dec 5, 2023
- 8-K · Feb 8, 2024
- 10-K · Mar 1, 2024
- 8-K · May 7, 2024
- 10-Q · May 9, 2024
- 8-K · May 28, 2024
- 8-K · Jul 31, 2024
- 10-Q · Aug 6, 2024
- 8-K · Aug 6, 2024
- 8-K · Nov 7, 2024
- 10-Q · Nov 7, 2024
- 8-K · Feb 6, 2025
- 10-K · Feb 24, 2025
- 8-K · Mar 5, 2025
- 8-K · May 8, 2025
- 10-Q · May 8, 2025
- 8-K · May 21, 2025
- 8-K · May 22, 2025
- 8-K · May 27, 2025
- 8-K · Jun 24, 2025
- 8-K · Jul 14, 2025
- 8-K · Aug 7, 2025
- 10-Q · Aug 7, 2025
- 10-Q · Nov 3, 2025
- 8-K · Nov 3, 2025
- 8-K · Nov 3, 2025
- 8-K · Jan 16, 2026
- 8-K · Jan 29, 2026
- 8-K · Feb 12, 2026
- 8-K · Feb 17, 2026
- 10-K · Feb 20, 2026
- 8-K · Apr 15, 2026
- 10-Q · May 7, 2026
- 8-K · May 7, 2026
- 8-K · May 22, 2026
- 8-K · Aug 6, 2026
- 10-Q · Aug 6, 2026
- 8-K · Oct 13, 2026
- 10-Q · Oct 30, 2026
- 8-K · Oct 30, 2026
- 8-K · Nov 2, 2026
Kenvue 8-K Report, Agreement Terminated (Nov 2, 2026)
On November 2, 2026, Kenvue Inc. completed its merger with Kimberly-Clark Corporation (K-C) under the Agreement and Plan of Merger signed November 2, 2025. First Merger Sub merged into Kenvue, which then merged into Second Merger Sub, and the surviving company, Kenvue LLC, is now a direct wholly owned subsidiary of K-C. Each Kenvue common share was converted into 0.14625 shares of K-C common stock plus $3.50 in cash, without interest. K-C funded the cash consideration with cash on hand, debt financing and proceeds from the previously announced sale of a 51% interest in its International Family Care and Professional business. The filing also reports that Kenvue's $4.0 billion senior unsecured revolving credit facility was terminated, with no borrowings outstanding at closing. Kenvue's equity awards were converted into equivalent K-C awards, and performance stock units became solely time-vesting restricted stock units. All twelve Kenvue directors resigned at the First Effective Time. Kenvue's common stock is expected to be delisted from the NYSE, with deregistration to follow on Form 15. For debt holders, Kenvue LLC assumed all obligations on seven series of senior notes, totaling $8.25 billion in aggregate principal across maturities from 2028 to 2063. The filing also discloses a Section 280G tax gross-up arrangement for General Counsel Matthew Orlando, capped at $8 million and expected to be substantially less.
Kenvue 8-K Report, Financial Results (Oct 30, 2026)
Kenvue Inc. (NYSE: KVUE) reported results for its fiscal third quarter ended September 27, 2026 in a press release furnished as Exhibit 99.1 to this Form 8-K. Net sales rose 3.2% to $3,886 million, driven by Organic sales growth of 2.9%, volume growth of 1.6% and favorable value realization of 1.3%. Gross profit margin was 59.5% (vs. 59.1%), operating income margin was 18.2% (vs. 16.7%), and diluted EPS was $0.22 (vs. $0.21). Adjusted diluted EPS was $0.29 (vs. $0.28), and adjusted operating income margin was 21.9% (vs. 21.5%). Self Care was the strongest segment with Organic sales growth of 5.4%, while Skin Health and Beauty declined 0.5% on an Organic basis and Essential Health grew 2.5%. For the first nine months of fiscal 2026, net cash flows from operating activities were $1.9 billion (vs. $1.3 billion) and free cash flow was $1.6 billion (vs. $1.0 billion). Total debt was $8.2 billion as of September 27, 2026, and cash and cash equivalents were $1.0 billion. The company is also executing a 2026 Restructuring Initiative, which is expected to result in pre-tax restructuring expenses and other charges of approximately $250 million in fiscal 2026. Because of the pending transaction with Kimberly-Clark, Kenvue will not provide forward-looking guidance and will not host a quarterly conference call. Management stated it is nearing completion of the combination with Kimberly-Clark.
Kenvue 8-K Report, Material Agreement (Oct 13, 2026)
Kenvue Inc. (KVUE) reported in this Form 8-K, dated October 13, 2026, that on October 9, 2026 it entered into a Third Supplemental Indenture to its March 22, 2023 indenture with Deutsche Bank Trust Company Americas, as trustee. The amendments were made in connection with Kimberly-Clark Corporation's previously announced offers to exchange any and all of Kenvue's existing senior notes for up to $7.0 billion aggregate principal amount of Kimberly-Clark notes and cash, with consent solicitations run on Kenvue's behalf by Kimberly-Clark. The amendments would eliminate substantially all restrictive covenants, eliminate certain Event of Default triggers (other than failure to pay principal, premium or interest), eliminate the SEC reporting covenant, and remove certain restrictions on consolidating, merging, or transferring substantially all assets. The Third Supplemental Indenture is effective upon execution, but the amendments for each series become operative only upon settlement of the related exchange offer and consent solicitation. Settlement is expected promptly after the Exchange Offer expiration date, which is expected to occur on or about the closing date of Kimberly-Clark's acquisition of Kenvue. The filing covers the existing Kenvue notes, including the 2028, 2030, 2032, 2033, 2043, 2053 and 2063 senior notes. The filing states that the Kimberly-Clark notes have not been registered under the Securities Act. It also cautions that completion of the previously announced acquisition of Kenvue by Kimberly-Clark is a key risk factor for these settlements.
Kenvue 8-K Report, Financial Results (Aug 6, 2026)
Kenvue Inc. (NYSE: KVUE) reported results for its fiscal second quarter ended June 28, 2026. Net sales rose 3.0% to $3,955 million, driven by Organic sales growth of 1.6% (value realization of 0.9% and volume growth of 0.7%) and a foreign currency benefit of 1.4%. Diluted EPS increased to $0.24 from $0.22, and Adjusted diluted EPS rose to $0.31 from $0.29. Gross profit margin was 58.2% (vs. 58.9%) and adjusted gross profit margin was 60.2% (vs. 60.9%), with the company citing inflation, tariffs and unfavorable transactional foreign exchange, partly offset by productivity savings and favorable value realization. Operating income margin was 17.7% (vs. 18.0%) and adjusted operating income margin was 22.1% (vs. 22.7%). Net income was $456 million versus $420 million. All three segments grew net sales: Self Care rose 2.2% (Organic growth of 0.6%), Skin Health and Beauty rose 5.1% (Organic growth of 3.7%), and Essential Health rose 2.3% (Organic growth of 1.1%). For the fiscal six months, operating cash flow was $1.2 billion versus $1.0 billion, and free cash flow was $1.0 billion versus $0.8 billion. Cash and cash equivalents were $1.1 billion and total debt was $8.5 billion at June 28, 2026, with net debt of $7.4 billion. The company also announced FDA approval of Tylenol with Naproxen. Kenvue will not provide forward-looking guidance and will not host a conference call because of the pending merger with Kimberly-Clark, which is expected to close in the fourth quarter of 2026 subject to foreign regulatory approvals and other customary closing conditions. Shareholders of both companies approved the transaction on January 29, 2026, and the HSR waiting period expired on February 4, 2026. The 2026 Restructuring Initiative is expected to result in pre-tax charges of approximately $250 million in fiscal year 2026.
Kenvue 8-K Report, Shareholder Vote Results (May 22, 2026)
Kenvue Inc. filed this Current Report on Form 8-K, dated May 22, 2026, to disclose the final voting results of its 2026 Annual Meeting of Shareholders, held on May 21, 2026. The filing covers three proposals. It does not address financial results, transactions, or other business developments. Shareholders elected all 12 director nominees named in the 2026 Proxy Statement, filed with the SEC on April 8, 2026, to serve until the 2027 Annual Meeting. Shareholders also approved, on a non-binding advisory basis, the compensation of the company's named executive officers, and ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026. Among the director votes, Betsy D. Holden received the most against votes, at 35,492,864, while the other nominees received between 5,167,232 and 10,784,111 against votes, excluding Larry J. Merlo, whose total was 10,784,111. Broker non-votes were 107,623,208 for each director nominee and for the say-on-pay proposal.
Kenvue 8-K Report, Financial Results (May 7, 2026)
Kenvue Inc. (NYSE: KVUE) reported first quarter 2026 results for the fiscal quarter ended March 29, 2026, in a press release furnished as Exhibit 99.1 to this Form 8-K. Net sales rose 4.5% to $3,909 million from $3,741 million, reflecting Organic sales growth of 0.7% and a foreign currency benefit of 3.8%. Organic growth came from favorable value realization of 1.0%, partly offset by a 0.3% volume decrease. Operating income was $767 million (19.6% margin) versus $558 million (14.9%), and diluted EPS was $0.25 versus $0.17. Adjusted diluted EPS was $0.32 versus $0.24, and adjusted operating income margin was 24.0% versus 19.8%. Net income was $474 million, and free cash flow was $0.4 billion versus $0.2 billion in the prior year period. Segment results were mixed. Self Care Organic sales declined 2.3% on weak cold and flu seasons, while Skin Health and Beauty Organic sales grew 5.0% and Essential Health grew 1.5%. Total debt rose to $8.7 billion from $8.5 billion at year-end 2025, and cash and cash equivalents were $1.1 billion. The company will not provide forward-looking guidance and will not hold a conference call because of the pending merger with Kimberly-Clark, under which Kimberly-Clark will acquire all outstanding Kenvue shares in a cash and stock transaction. Shareholders approved the deal on January 29, 2026, and the HSR waiting period expired on February 4, 2026. The companies expect the transaction to close in the second half of 2026, subject to foreign regulatory approvals and other customary conditions. The company also expects pre-tax restructuring expenses and other charges of approximately $250 million in fiscal 2026 under its 2026 Restructuring Initiative.
Kenvue 8-K Report, Executive Changes (Apr 15, 2026)
Kenvue Inc. (KVUE) disclosed a leadership change in its finance function. Chief Financial Officer Amit Banati, whose departure was first announced on February 12, 2026, will step down effective May 12, 2026. On April 10, 2026, the Company appointed Heather Howlett, its current Chief Accounting Officer, as interim Chief Financial Officer and Chief Accounting Officer, effective May 12, 2026. She will serve as the Company's principal financial officer and principal accounting officer during her interim term. Howlett has served as Chief Accounting Officer since May 2023. Her prior experience includes serving as Chief Accounting Officer of Trane Technologies from March 2020 to August 2022, roles at Catalent Pharma Solutions, Honeywell and Tyco, and more than a decade at PricewaterhouseCoopers LLP. She joined Johnson & Johnson in September 2022 as the Chief Accounting Officer Designee for its planned New Consumer Health Company in anticipation of the Company's separation. Under her interim offer letter, Howlett will receive a monthly stipend of $125,000 for each month she serves as interim Chief Financial Officer, prorated for partial months, in addition to her current compensation. The filing states there are no other changes to her compensation or benefits from the interim role. Her fiscal year 2026 compensation includes an annual base salary of $544,116, an annual target bonus of $299,264, and an annual equity award with an aggregate fair market value of $420,000. The filing notes the transition carries risks around senior leadership changes, personnel distractions and disruptions to the business.
Kenvue 8-K Report, Financial Results (Feb 17, 2026)
Kenvue Inc. (NYSE: KVUE) reported fourth-quarter and full-year 2025 results for the periods ended December 28, 2025. Q4 net sales rose 3.2% to $3.78 billion, with Organic sales growth of 1.2% and a 2.1% foreign currency benefit. Diluted EPS was $0.17 versus $0.15 a year earlier, and Adjusted diluted EPS was $0.27 versus $0.26. For full year 2025, net sales declined 2.1% to $15.12 billion, Organic sales fell 2.2%, and diluted EPS was $0.76 versus $0.54, while Adjusted diluted EPS was $1.08 versus $1.14. Free cash flow increased to $1.7 billion from $1.3 billion, and total debt was $8.5 billion at year-end. Because of the pending transaction with Kimberly-Clark, the company is not providing forward-looking guidance and will not hold a conference call. The company also approved a restructuring initiative on February 17, 2026, aimed at optimizing its operating model and transforming its supply chain. It is expected to reduce the net global workforce by approximately 3.5% and to produce pre-tax restructuring expenses and other charges of approximately $250 million in fiscal 2026, consisting of information technology and project-related costs (about 59%), employee-related costs (about 35%), and other implementation costs (about 6%). The company states these cost estimates are preliminary and actual charges may differ, possibly materially. On the Kimberly-Clark transaction, shareholders of both companies approved the required proposals on January 29, 2026, and the HSR waiting period expired on February 4, 2026. The transaction is expected to close in the second half of 2026, subject to foreign regulatory approvals and other customary closing conditions.
Kenvue 8-K Report, Executive Changes (Feb 12, 2026)
Kenvue Inc. filed this Form 8-K on February 12, 2026 under Item 5.02 (Departure of Directors or Certain Officers; Compensatory Arrangements of Certain Officers) to report that Chief Financial Officer Amit Banati notified the company on February 10 that he will step down, effective May 12, 2026, to pursue an opportunity to serve as chief executive officer of another company. The filing states that before Mr. Banati's departure, the company intends to appoint a successor who will serve as principal financial officer on an interim basis, citing the company's pending transaction with Kimberly-Clark Corporation as the reason for the interim structure. Over the next three months, Mr. Banati will work with the company's leadership team, including the financial and accounting teams, on transition matters. The filing identifies the risk that the transition of Mr. Banati's responsibilities to a successor could cause actual results to differ from expectations. It does not name the successor, disclose compensation terms, or provide any financial results.
Kenvue 8-K Report, Shareholder Vote Results (Jan 29, 2026)
Kenvue Inc. held a virtual special meeting of stockholders on January 29, 2026, where shareholders approved the Merger Proposal to adopt the Agreement and Plan of Merger entered into on November 2, 2025 with Kimberly-Clark Corporation. Under the agreement, Kimberly-Clark's merger subsidiary will merge with Kenvue in a First Merger, after which the Initial Surviving Company will merge into a second Kimberly-Clark subsidiary in a Second Merger, leaving Kenvue as a wholly owned subsidiary of Kimberly-Clark. Of the 1,915,984,439 shares of common stock outstanding and entitled to vote as of the December 11, 2025 record date, 1,500,665,005 shares, about 78.32%, were present or represented by proxy, constituting a quorum. The Merger Proposal received 1,489,923,158 votes for, 7,467,731 against, and 3,274,116 abstentions. The non-binding advisory proposal on merger-related compensation for named executive officers also passed, with 1,465,779,826 votes for, 29,007,140 against, and 5,878,039 abstaining. The Adjournment Proposal was not submitted because sufficient votes were cast to approve the Merger Proposal. A joint press release dated the same day, furnished as Exhibit 99.1, reports preliminary results of both Kenvue's and Kimberly-Clark's special meetings. Kimberly-Clark shareholders approved the issuance of Kimberly-Clark common stock in connection with the transaction, with about 96% of shares present voting in favor. Based on preliminary results, about 99% of shares voted at Kenvue's meeting supported the merger, representing about 77% of all outstanding shares. The release states that final results are subject to certification by independent inspectors of elections and will be reported in separate Form 8-K filings. The transaction is expected to close in the second half of 2026, subject to regulatory approvals and other customary closing conditions.
Kenvue 8-K Report, Corporate Update (Jan 16, 2026)
Kenvue Inc. (KVUE) filed this Form 8-K on January 16, 2026 to voluntarily supplement the Joint Proxy Statement/Prospectus for its proposed merger with Kimberly-Clark Corporation (K-C), under the Merger Agreement dated November 2, 2025. Under the agreement, Kenvue becomes a direct wholly owned subsidiary of K-C in a two-step merger, and Kenvue stockholders are to receive $3.50 per share in cash plus K-C shares at an exchange ratio of 0.14625x. The Joint Proxy Statement/Prospectus was declared effective December 16, 2025, and both companies' special stockholder meetings are scheduled for January 29, 2026. The filing states that the supplement is being made to mitigate the risk of delay and the expense of defending several stockholder lawsuits and demand letters alleging material omissions in the proxy materials, and that Kenvue does not concede the materiality of the added disclosures. The supplement adds background detail on the strategic review process, including the June 30, 2025 formation of a strategic review committee, an August 16, 2025 mutual non-disclosure agreement, and K-C's September 9, 2025 engagement of Gibson Dunn for product liability due diligence. It also adds fairness-opinion disclosures from Centerview Partners, Goldman Sachs and J.P. Morgan, including fee relationships, and revised valuation ranges. Among the figures disclosed are Centerview's implied Kenvue value of $18.07 to $21.73 per share on a 2026 EBITDA multiple basis and $23.34 to $28.96 on a discounted cash flow basis, and Goldman Sachs' implied merger consideration range of $25.82 to $36.36 per Kenvue share on a pro forma basis, compared with $20.59 to $30.08 on a standalone basis. The filing also includes updated management projections for both companies and the combined business, which the filing states are not prepared under Regulation S-X. The Kenvue board continues to unanimously recommend that Kenvue stockholders vote FOR the merger proposal, the advisory compensation proposal and the adjournment proposal. The filing contains no statement about the status of regulatory approvals or the expected closing date beyond the stockholder meeting dates.
Kenvue 8-K Report, Material Agreement (Nov 3, 2025)
On November 2, 2025, Kenvue Inc. entered into an Agreement and Plan of Merger with Kimberly-Clark Corporation, Vesta Sub I, Inc. and Vesta Sub II, LLC under which Kenvue will become a direct wholly owned subsidiary of Kimberly-Clark through a two-step merger. Each Kenvue common share will be converted into 0.14625 shares of Kimberly-Clark common stock plus $3.50 in cash. The accompanying press release describes an enterprise value of approximately $48.7 billion and total consideration of $21.01 per share based on Kimberly-Clark's October 31, 2025 closing price. Kimberly-Clark shareholders are expected to own approximately 54% and Kenvue shareholders approximately 46% of the combined company on a fully diluted basis. The transaction is expected to close in the second half of 2026, subject to shareholder approvals, regulatory approvals and other customary conditions. The merger agreement includes a $1,136,000,000 termination fee in specified circumstances and an Outside Date of November 2, 2026, subject to extension. The filing also reports that Kirk L. Perry was appointed Kenvue's permanent Chief Executive Officer effective November 2, 2025, having served on an interim basis since July 2025. His offer letter provides a base salary at an annualized rate of $1,350,000, a target bonus of 175% of base salary beginning in 2026, an equity award grant with a grant date value of $9,287,500, and a transaction bonus of up to $4,000,000. The filing also discloses an amended and restated Executive Severance Pay Plan that becomes effective at the First Effective Time. The press release states that the companies expect approximately $2.1 billion in total run-rate synergies, comprising approximately $1.9 billion in cost synergies and approximately $500 million in incremental profit from revenue synergies, partially offset by approximately $300 million of reinvestment. The companies expect $2.5 billion of cash costs to achieve these synergies and describe the transaction as expected to be accretive to Kimberly-Clark's adjusted EPS by year two.
Kenvue 8-K Report, Financial Results (Nov 3, 2025)
Kenvue Inc. reported third-quarter 2025 results for the fiscal quarter ended September 28, 2025. Net sales were $3,764 million, down 3.5% from $3,899 million a year earlier. The decline reflected a 4.4% decrease in Organic sales, partially offset by a 1.0% foreign currency benefit. Management attributed the weakness to a 4.0% volume decrease, 0.4% unfavorable value realization from planned strategic price investments, lower seasonal incidences affecting Self Care, trade inventory reductions at some customers, and shipment timing changes in China. GAAP diluted earnings per share were $0.21, versus $0.20 a year earlier, and Adjusted diluted earnings per share were $0.28 in both periods. Gross profit margin rose to 59.1% from 58.5%, while operating income margin was 16.7% versus 16.8%. Kenvue affirmed its full-year 2025 outlook. It expects net sales and Organic sales to decline by low single digits with approximately neutral foreign currency impact, an year-over-year decline in Adjusted operating income margin, and Adjusted diluted EPS of $1.00 to $1.05. The company also disclosed a definitive merger agreement under which Kimberly-Clark will acquire all outstanding Kenvue common stock in a cash and stock transaction, as described in a separate release. As a result, Kenvue will not host an earnings conference call. Kirk Perry was named permanent Chief Executive Officer, and several leadership changes were announced, including a new Chief Digital and Marketing Officer effective November 17, 2025 and the elimination of the Chief Growth Officer role. Balance sheet and cash flow metrics were stable. Net cash flows from operating activities were $1.3 billion for the nine months ended September 28, 2025, compared with $1.0 billion a year earlier, and free cash flow was $1.0 billion versus $0.7 billion. Total debt was $9.0 billion and cash and cash equivalents were $1.1 billion, resulting in net debt of $7.8 billion as of September 28, 2025. The prepared remarks also addressed public commentary about Tylenol and acetaminophen, noting that U.S. Children's Tylenol represents approximately 1% of Net sales.
Kenvue 8-K Report, Financial Results (Aug 7, 2025)
Kenvue Inc. (NYSE: KVUE) reported second-quarter 2025 results for the fiscal quarter ended June 29, 2025, with net sales of $3,839 million, down 4.0% from $4,000 million a year earlier. The decline was driven by an Organic sales decline of 4.2%, comprising unfavorable value realization of 0.9% (reflecting planned strategic price investments) and a 3.3% volume decline, partially offset by a 0.3% foreign currency benefit. Diluted EPS was $0.22 versus $0.03 in the prior-year period, while Adjusted diluted EPS was $0.29 versus $0.32. Gross profit margin was 58.9% versus 59.1%, and Adjusted gross profit margin was 60.9% versus 61.6%. Operating income margin improved to 18.0% from 3.9%, although the prior-year figure was affected by impairment charges; Adjusted operating income margin was 22.7% versus 22.8%. The company revised its full-year 2025 outlook downward. It now expects net sales and Organic sales to be down low-single-digits, with approximately neutral foreign currency impact, Adjusted operating income margin to decline year-over-year, and Adjusted diluted EPS in the range of $1.00 to $1.05, including a low-single-digit unfavorable foreign currency impact. The outlook assumes current foreign exchange rates and the estimated impact of tariffs in place as of August 6, 2025. Governance and strategy developments were also announced. The Board's comprehensive review of strategic alternatives continues under a Strategic Review Committee, with the Board considering a broad range of alternatives including optimizing the brand portfolio. Kirk Perry, a current director, was appointed Interim Chief Executive Officer effective July 14, 2025, and Amit Banati became Chief Financial Officer effective May 12, 2025. The filing also disclosed additional leadership appointments, including Anindya (Andy) Dasgupta as Group President, Asia Pacific, and Michael Wondrasch as Chief Technology & Data Officer effective August 25, 2025.
Kenvue 8-K Report, Financial Results (Jul 14, 2025)
On July 14, 2025, Kenvue Inc. announced that Thibaut Mongon has ceased to serve as Chief Executive Officer and has stepped down from the Board. Director Kirk L. Perry was appointed interim CEO effective the same day, while the Board searches for a permanent CEO. Mr. Perry will remain on the Board, and the Board reduced its size by one director to twelve members. The company is also advancing a comprehensive review of strategic alternatives, overseen by a Strategic Review Committee chaired by Melanie L. Healey and advised by Centerview Partners and McKinsey & Company. The review will consider a broad range of alternatives, including optimizing the brand portfolio. Kenvue also reported select preliminary results for the second quarter ended June 29, 2025. Net sales were $3,839 million, compared with $4,000 million a year earlier, a change of (4.0)%. Organic sales declined (4.2)%. Preliminary diluted earnings per share were $0.21 to $0.22, and adjusted diluted earnings per share were $0.28 to $0.29. The company will publish full second-quarter results and revised full-year 2025 guidance on August 7, 2025. The filing also details Mr. Perry's interim compensation under an offer letter: an annualized base salary of $1,250,000, a cash incentive of up to $1,500,000 payable after a permanent CEO is appointed, and equity awards worth $5 million vesting on the one-year anniversary of the transition date. The filing discloses that Kenvue paid Circana, where Mr. Perry was formerly president and CEO, approximately $7.6 million in 2024 for consumer data, analytics, and insights services.
Kenvue 8-K Report, Executive Changes (Jun 24, 2025)
On June 24, 2025, Kenvue Inc. announced that Ellie Bing Xie, Group President, Asia Pacific, will cease to serve in that role on July 14, 2025. Ms. Xie will remain with the Company through August 8, 2025 to assist with the transition of her duties. Her departure meets the conditions of the separation without "cause" provisions of the Executive Severance Pay Plan of Kenvue Inc. and U.S. Affiliated Companies. Subject to her execution of a release of claims and continued compliance with restrictive covenants, she will receive severance payments and benefits under that plan, and her long-term incentive awards will be treated under the applicable award agreements. The Company has appointed Anindya (Andy) Dasgupta as Group President, Asia Pacific, effective July 14, 2025. The filing describes him as a nearly 30-year global consumer products industry veteran with experience in health, nutrition, and food and beverage sectors across emerging and developed markets. It states that the Asia Pacific region contributed approximately $3 billion in Net sales in fiscal year 2024. The leadership change is the main subject of the filing. The appointment is disclosed under Item 7.01 (Regulation FD Disclosure), which is furnished rather than filed for purposes of Section 18 of the Exchange Act. The filing includes only the cover page Inline XBRL exhibit (Exhibit 104).
Kenvue 8-K Report, Shareholder Vote Results (May 27, 2025)
Kenvue Inc. held its 2025 Annual Meeting of Shareholders on May 22, 2025, and this Item 5.07 filing reports the final voting results. Shareholders elected all 13 director nominees named in the company's April 9, 2025 proxy statement to serve until the 2026 Annual Meeting of Shareholders, or until their successors are elected and qualified. Shareholders also approved, on a non-binding advisory basis, the compensation of the company's named executive officers, with 1,675,645,180 votes for, 49,702,881 against, 1,746,444 abstentions and 78,329,335 broker non-votes. In addition, shareholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2025, with 1,801,996,331 votes for, 2,585,780 against and 841,729 abstentions. Support for individual directors varied. Larry J. Merlo received the highest number of votes against (283,085,631), followed by Melanie L. Healey (145,530,502) and Sarah Hofstetter (98,179,559). Each of the other nominees received fewer than 60,164,246 votes against.
Kenvue 8-K Report, Material Agreement (May 22, 2025)
On May 22, 2025, Kenvue Inc. closed its previously announced underwritten public offering of $750,000,000 aggregate principal amount of its 4.850% Senior Notes due 2032. The Notes were issued under a base indenture dated March 22, 2023 with Deutsche Bank Trust Company Americas as trustee, as supplemented by a second supplemental indenture dated May 22, 2025. The Company intends to use the net proceeds for general corporate purposes. The Notes bear interest at 4.850% per annum, payable semi-annually on May 22 and November 22, beginning November 22, 2025, to holders of record on the preceding May 7 and November 7. They mature on May 22, 2032, and the Company may redeem them in whole or in part at any time prior to maturity as described in the Indenture. The Indenture limits the Company and certain subsidiaries from creating liens, entering into sale-leaseback transactions, and merging or consolidating with other companies, or selling, leasing or conveying substantially all assets, subject to specified exceptions. The filing also lists a legal opinion from Cravath, Swaine & Moore LLP (Exhibit 5.1) and the cover page in Inline XBRL. The filing directs readers to the Company's SEC filings for a description of risks and uncertainties, and states that the Company undertakes no obligation to update forward-looking statements.
Kenvue 8-K Report, Material Agreement (May 21, 2025)
Kenvue Inc. reported in this Form 8-K, filed May 21, 2025, that on May 20, 2025 it entered into an underwriting agreement with Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as Representatives for the several Underwriters. Under the agreement, the company agreed to issue and sell $750,000,000 aggregate principal amount of its 4.850% Senior Notes due 2032 in an underwritten public offering. The offering was made pursuant to the company's registration statement on Form S-3 (Registration File No. 333-285172). The company intends to use the net proceeds from the offering for general corporate purposes. The filing does not describe any other transactions, financial results, or operational developments. The full text of the underwriting agreement is filed as Exhibit 1.1 and incorporated by reference. The filing also includes standard cautionary language on forward-looking statements, directing readers to the company's Form S-3, Form 10-K, and subsequent Forms 10-Q for risk factors, and noting the company undertakes no obligation to update such statements.
Kenvue 8-K Report, Financial Results (May 8, 2025)
Kenvue Inc. reported first-quarter 2025 results for the fiscal quarter ended March 30, 2025. Net sales were $3.74 billion, down 3.9% from $3.89 billion in the prior-year period, reflecting an Organic sales decline of 1.2% and a 2.7% foreign currency headwind. Gross profit margin rose to 58.0% from 57.6%, while Adjusted gross profit margin contracted 20 basis points to 60.0%. Operating income margin improved to 14.9% from 14.1%, but Adjusted operating income margin fell to 19.8% from 22.0%. Diluted EPS was $0.17 versus $0.15, and Adjusted diluted EPS was $0.24 versus $0.28. Free cash flow was $0.2 billion versus $0.1 billion in the prior-year period. Kenvue updated its full-year 2025 outlook. It now expects net sales to increase 1% to 3% year over year, with Organic sales growth of 2% to 4% (unchanged) and a headwind of about 1% from foreign currency translation. It expects Adjusted operating income margin to decline year over year, reflecting the estimated impact of tariffs, and Adjusted diluted EPS to be about flat, including a low-single-digit unfavorable foreign currency impact. The company stated it is working to reduce the financial impact of tariffs through mitigation actions. The company also announced a CFO transition. Amit Banati, currently Vice Chairman and CFO of Kellanova, will become Kenvue's CFO effective May 12, 2025, succeeding Paul Ruh, who will remain as a strategic advisor through May 16, 2025. Banati's offer letter includes a $900,000 base salary, a 110% annual bonus target, and annual equity grants with an aggregate target value of $3.2 million, along with sign-on cash and equity awards, including a $4.0 million cash bonus tied to the closing of the Mars Inc.–Kellanova merger.
Kenvue 8-K Report, Material Agreement (Mar 5, 2025)
Kenvue Inc. (NYSE: KVUE) entered into a cooperation agreement dated March 5, 2025 with Starboard Value and Opportunity Master Fund Ltd and certain affiliates (collectively, "Starboard"). Under the agreement, the Board will temporarily expand from eleven to fourteen directors. Sarah Hofstetter, Erica Lilith Mann and Jeffrey C. Smith were appointed as directors effective immediately, with terms expiring at the 2025 Annual Meeting. The Company agreed to nominate the three new appointees and ten incumbent directors for election at that meeting, and the Board will be reduced to thirteen directors afterward. Starboard agreed to withdraw its December 10, 2024 nominating letter, vote in favor of the Company's director nominees and Board recommendations (subject to limited exceptions), and observe customary standstill provisions. The agreement resolves the proxy contest that Starboard had initiated and sets out committee assignments: Smith to the Compensation & Human Capital Committee, Hofstetter to the Audit Committee, and Mann to the Nominating, Governance & Sustainability Committee. The filing also discloses that the Company paid Profitero, Ltd., where Hofstetter is president, approximately $1.2 million in 2024 for advertising and marketing services, provided on an arm's-length basis. The standstill runs through the earlier of fifteen business days before the deadline for 2026 annual meeting nominations or ninety days before the first anniversary of the 2025 Annual Meeting. The Company's press release states that Kenvue will file a proxy statement on Schedule 14A for the 2025 Annual Meeting, including a WHITE proxy card.
Kenvue 8-K Report, Financial Results (Feb 6, 2025)
Kenvue Inc. (NYSE: KVUE) reported full-year and fourth-quarter 2024 results for the periods ended December 29, 2024, in a press release furnished as Exhibit 99.1 to this Form 8-K. Fourth-quarter net sales decreased 0.1% to $3.66 billion, reflecting organic sales growth of 1.7% offset by a 1.8% foreign currency headwind. Fourth-quarter diluted EPS was $0.15 versus $0.17 a year earlier, and adjusted diluted EPS was $0.26 versus $0.31. For full-year 2024, net sales increased 0.1% to $15.46 billion, organic sales grew 1.5%, and gross profit margin expanded 200 basis points to 58.0%. Full-year diluted EPS was $0.54 versus $0.90, and adjusted diluted EPS was $1.14 versus $1.29, with the GAAP decline reflecting $578 million of impairment charges. Profitability was pressured by higher brand investment, which more than offset gross margin gains and savings from the Our Vue Forward program. Full-year operating income margin fell to 11.9% from 16.3%, while adjusted operating income margin was 21.5% versus 22.4%. Interest expense, net rose to $378 million from $250 million. Free cash flow was $1.3 billion for 2024 compared with $2.7 billion in 2023, and total debt stood at $8.6 billion at year-end. Management cited softer-than-expected sales growth, weak cold, cough and flu incidences, and go-to-market disruption in Asia Pacific. For 2025, Kenvue expects net sales change of -1% to +1%, with organic sales growth of +2% to +4% and a roughly 3% foreign currency headwind. It also expects adjusted operating income margin to improve and adjusted diluted EPS to be flat to up 2%, including a mid-single-digit unfavorable currency impact. The outlook excludes any impact from tariffs introduced in 2025.
Kenvue 8-K Report, Financial Results (Nov 7, 2024)
Kenvue Inc. reported third-quarter 2024 results for the fiscal period ended September 29, 2024, as described in a press release furnished as Exhibit 99.1. Net sales decreased 0.4% to $3.9 billion ($3,899 million), reflecting Organic growth of 0.9% offset by a foreign currency headwind of 1.3%. Volume declined 1.6%, while value realization (price and mix) contributed 2.5%. Diluted EPS was $0.20 versus $0.23 a year earlier, and Adjusted diluted EPS was $0.28 versus $0.31. Operating income margin fell to 16.8% from 18.1%, and Adjusted operating income margin fell to 22.1% from 23.3%, which the company attributed mainly to higher brand investment that more than offset gross margin expansion and savings from Our Vue Forward. The effective tax rate rose to 33.6% from 25.1%. For full-year 2024, the company expects Net sales growth and Organic growth toward the low end of its 1.0%-3.0% and 2.0%-4.0% outlook ranges, assuming an approximately 1% currency headwind. It reaffirmed its Adjusted diluted EPS outlook of $1.10-$1.20. Nine-month results show net income of $737 million, impairment charges of $578 million, restructuring expenses of $120 million, and free cash flow of $0.7 billion, compared with $2.0 billion a year earlier. Net debt was $7.6 billion at September 29, 2024, up from $6.9 billion at December 31, 2023.
Kenvue 8-K Report, Financial Results (Aug 6, 2024)
Kenvue Inc. (NYSE: KVUE) reported results for the fiscal second quarter ended June 30, 2024, furnishing a press release as Exhibit 99.1 under Item 2.02. Net sales were $4.0 billion, down 0.3% from the prior year period, while organic growth was 1.5%, comprised of 2.1% value realization (price and mix) and (0.6)% volume. Gross profit margin expanded 360 basis points to 59.1%, and adjusted gross profit margin expanded 410 basis points to 61.6%, reflecting supply chain productivity gains and value realization. However, diluted EPS fell to $0.03 from $0.23, primarily due to a non-cash long-lived asset impairment charge of $488 million ($337 million after-tax) tied to the Dr.Ci:Labo® business. Adjusted diluted EPS was $0.32 versus $0.31 a year earlier. Operating income margin fell to 3.9% from 17.5%, and adjusted operating income margin was 22.8% versus 23.1%, as brand investment increased. The effective tax rate was 10.8% versus 32.7%, driven by the reversal of a deferred tax liability related to the Dr.Ci:Labo® impairment. Net debt was $7.5 billion at June 30, 2024, compared with $6.9 billion at December 31, 2023, and free cash flow for the six months was $0.5 billion versus $1.4 billion a year earlier. Kenvue reaffirmed its 2024 outlook, including net sales growth of 1.0%-3.0% (2.0%-4.0% organic growth) and adjusted diluted EPS of $1.10-$1.20, based on current spot rates. Management stated it is accelerating investment in its brands following productivity gains.
Kenvue 8-K Report, Executive Changes (Jul 31, 2024)
In this Form 8-K dated July 2024, Kenvue Inc. reports two board changes under Item 5.02. On July 30, 2024, directors Peter M. Fasolo, Ph.D., and Joseph J. Wolk each notified the company and its Board of their decision to resign, effective December 1, 2024. To fill the seats, the Board approved an increase in its size from eleven to twelve members effective August 15, 2024, and then a decrease from twelve to eleven directors effective immediately after the Fasolo and Wolk resignations on December 1, 2024. Kathleen M. Pawlus, age 64, was appointed a director effective August 15, 2024, with a term expiring at the 2025 Annual Meeting of Shareholders, and she will serve on the Audit Committee. Kirk L. Perry, age 57, was appointed a director effective immediately after the December 1, 2024 resignations, with a term also expiring at the 2025 Annual Meeting, and he will serve on the Compensation & Human Capital Committee. The filing states that Ms. Pawlus and Mr. Perry will receive the same annual cash and equity compensation as the company's other non-employee directors, as described in the proxy statement dated April 10, 2024. It also states there are no related-party transactions under Item 404(a) of Regulation S-K and no arrangements under which either was selected as a director.
Kenvue 8-K Report, Shareholder Vote Results (May 28, 2024)
Kenvue Inc. held its 2024 Annual Meeting of Shareholders on May 23, 2024, and reported the final voting results in this Form 8-K. Shareholders elected all 11 director nominees named in the April 10, 2024 proxy statement to serve until the 2025 Annual Meeting. Each nominee received substantially more votes for than against, with the lowest for-vote count being 1,619,167,767 (Michael E. Sneed) and the highest being 1,704,415,691 (Richard E. Allison, Jr.). Shareholders also approved, on a non-binding advisory basis, the compensation of the company's named executive officers, with 1,672,496,312 votes for, 52,725,956 against, and 1,477,306 abstentions. On the frequency of future say-on-pay votes, a majority of the votes cast favored an annual vote, with 1,702,135,873 votes for every 1 year, compared with 1,254,867 for 2 years and 20,726,826 for 3 years. Based on this preference, the Board determined that future advisory votes on executive compensation will be held annually until the next frequency vote, which is expected at the 2030 Annual Meeting of Shareholders. Shareholders also ratified the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for 2024, with 1,800,563,894 votes for, 1,388,569 against, and 993,917 abstentions.
Kenvue 8-K Report, Financial Results (May 7, 2024)
Kenvue Inc. (NYSE: KVUE) filed this Form 8-K on May 7, 2024 to furnish its first quarter 2024 results (quarter ended March 31, 2024) and to disclose a multi-year restructuring initiative approved by the Board on May 6, 2024. In Q1 2024, net sales rose 1.1% to $3,894 million from $3,852 million, with organic growth of 1.9%, comprised of 5.0% value realization and (3.1)% volume. Reported operating income fell to $550 million from $640 million, and operating income margin declined to 14.1% from 16.6%, largely due to a $68 million fixed asset impairment related to the interim headquarters and restructuring-related expenses. Diluted earnings per share were $0.15 versus $0.27 a year earlier, while Adjusted diluted earnings per share were $0.28 versus $0.37. Adjusted operating income margin improved to 22.0% from 21.3%, and gross profit margin rose to 57.6% from 55.2%. The Board approved the initiative, which the filing says is expected to result in a net global workforce reduction of approximately 4%, annualized pre-tax gross cost savings of approximately $350 million upon full realization beginning in fiscal 2026, and pre-tax restructuring expenses and other charges of approximately $275 million in each of fiscal 2024 and fiscal 2025 (about $550 million in total). The company said it expects to reinvest all or a portion of the savings in growth, including advertising and product promotion. Kenvue reaffirmed its 2024 outlook, including reported net sales growth of 1.0% to 3.0%, organic growth of 2.0% to 4.0%, and Adjusted diluted earnings per share of $1.10 to $1.20. Free cash flow for the quarter was $0.1 billion, compared with $0.7 billion a year earlier, and net debt was $7.4 billion at March 31, 2024, up from $6.9 billion at December 31, 2023. The filing notes that the company's cost estimates are preliminary and actual charges may differ materially.
Kenvue 8-K Report, Financial Results (Feb 8, 2024)
Kenvue Inc. (NYSE: KVUE) reported full-year 2023 net sales of $15.4 billion, up 3.3% from the prior year, with organic growth of 5.0%. The increase reflected 7.7% value realization partially offset by 2.7% volume declines. Full-year diluted earnings per share were $0.90 on a reported basis and $1.29 on an adjusted basis. Reported operating income margin fell to 16.3% from 17.9%, driven by separation-related costs, while adjusted operating income margin held at 22.4%. Free cash flow for 2023 was $2.7 billion on net cash from operating activities of $3.2 billion. Fourth-quarter results were weaker. Net sales decreased 2.7% to $3.7 billion, with organic growth of (2.4)%, as volume declined 8.2%. The filing attributes about five points of that volume decline to unique factors, including lapping a strong cold, cough and flu season in the prior year, and the remaining three points mainly to softer performance in U.S. Skin Health and Beauty and continued softness in China. Fourth-quarter diluted EPS was $0.17 reported and $0.31 adjusted. Skin Health and Beauty adjusted operating income fell to $162 million from $92 million in the prior-year quarter, while Essential Health declined to $241 million from $290 million. For 2024, Kenvue guided to reported net sales growth of 1.0% to 3.0% and organic growth of 2.0% to 4.0%, with organic growth expected to improve through the year. Adjusted diluted EPS is guided to $1.10 to $1.20 on a share count of 1.92 billion, and adjusted operating income margin is expected to be slightly below 2023. Management highlighted increased brand investment and operating model optimization initiatives expected to contribute in the second half of the year. The press release is furnished under Item 2.02 and not deemed filed.
Kenvue 8-K Report, Executive Changes (Dec 5, 2023)
Kenvue Inc. (KVUE) filed this Current Report on Form 8-K on December 5, 2023 to disclose a leadership change. The company announced that Kathleen Widmer, Group President, North America and Latin America, will transition out of Kenvue effective December 31, 2023. The filing describes her departure as an involuntary termination without "cause" under the Executive Severance Pay Plan of Kenvue Inc. and U.S. Affiliated Companies (the "Severance Plan"). Under the terms described in the filing, Ms. Widmer's severance is conditioned on her execution of a release of claims in favor of the Company and its affiliates and her continued compliance with applicable restrictive covenant obligations. If those conditions are met, she will receive the severance payments and benefits payable to executive officers (other than the chief executive officer) under the Severance Plan. She will also receive the vesting and other treatment due under the existing terms of her long-term incentive and other awards. The filing contains no financial statements and no financial results. Its only exhibit is the Inline XBRL cover page (Exhibit 104). For investors, the primary takeaway is a senior operating executive departure, with the financial impact limited to the severance and equity award treatment set out in existing plan terms.
Kenvue 8-K Report, Corporate Update (Nov 17, 2023)
Kenvue Inc. filed this Current Report on Form 8-K under Item 8.01 (Other Events) to announce that it will hold its first Annual Meeting of Shareholders on May 23, 2024. The filing states that, under Kenvue's Amended and Restated Bylaws, any item of business or director nomination for the meeting must be delivered and received at the company's principal executive offices in proper written form by 5:00 p.m. ET on November 27, 2023. The company states that formal notice of the meeting, with additional information, will follow. The filing is an administrative notice rather than a disclosure of financial results, operational developments, or changes in financial condition. It contains no financial statements, and its only exhibit is the Inline XBRL cover page (Exhibit 104). For investors, the key takeaways are the date of the first annual meeting and the advance-notice deadline for shareholder proposals and director nominations. The announcement marks the first annual shareholder meeting as a public company for Kenvue, which means shareholders who wish to submit items or nominate directors should note the November 27, 2023 deadline. Further details on the meeting agenda and logistics are expected in the formal notice to follow.
Kenvue 8-K Report, Financial Results (Oct 26, 2023)
Kenvue Inc. (NYSE: KVUE) reported fiscal third-quarter 2023 results for the period ended October 1, 2023, with net sales increasing 3.3% to $3.9 billion (3,915 million) and organic growth of 3.6%. Growth was driven by 7.1% value realization, partly offset by 3.5% volume declines. Reported diluted EPS was $0.23 and Adjusted diluted EPS was $0.31. Net income was $438 million versus $586 million a year earlier, and Adjusted net income was $590 million versus $702 million. Gross profit margin rose to 57.5% from 56.1%, while Adjusted operating income margin declined to 23.3% from 24.5%, reflecting higher public company costs and foreign currency impacts. Interest expense, net was $100 million, reflecting a full quarter of interest expense. For fiscal 2023, the company tightened its outlook, now expecting reported net sales growth of 4.0% to 4.5% and organic growth of 5.5% to 6.0%, with foreign exchange now a headwind of roughly one to two percentage points. Adjusted diluted EPS guidance is $1.26 to $1.28, based on 1.852 billion diluted shares. The company cited a softer start to the cough, cold and flu season and greater currency headwinds. The Board declared a $0.20 per share quarterly cash dividend payable November 22, 2023, to holders of record on November 8, 2023, and authorized a share repurchase program of up to 27 million shares, intended to offset dilution from equity awards. As of October 1, 2023, cash and cash equivalents were $1.1 billion, total debt $8.2 billion and net debt $7.1 billion.
Kenvue 8-K Report, Change in Control (Aug 23, 2023)
On August 23, 2023, Johnson & Johnson announced the final results of its split-off exchange offer, in which it accepted 190,955,436 of its common shares in exchange for 1,533,830,450 shares of Kenvue Inc. common stock. The filing states this represents approximately 80.1% of Kenvue's outstanding common stock as of August 23, 2023. Following the exchange, Johnson & Johnson holds 182,329,550 Kenvue shares, or 9.5% of outstanding common stock. The filing reports the Item 5.01 change in control of the registrant and the completion of the separation. In a press release furnished under Item 7.01 (Exhibit 99.1), Kenvue announced that it became a fully independent company from Johnson & Johnson on August 23, 2023. Kenvue's CEO, Thibaut Mongon, described it as a historic moment. The release states the exchange offer was 4.2x subscribed and that S&P Dow Jones Indices intends to add Kenvue to the S&P 500 index effective before the opening of trading on August 25, 2023. The exchange offer was described in a Form S-4 (File No. 333-273382) filed July 24, 2023, with a final prospectus filed August 14, 2023. The Exhibit 99.1 press release describes Kenvue as the world's largest pure-play consumer health company by revenue and lists brands including Aveeno, BAND-AID, Johnson's, Listerine, Neutrogena, and Tylenol.
Kenvue 8-K Report, Financial Results (Jul 20, 2023)
Kenvue Inc. (NYSE: KVUE) reported results for the fiscal second quarter ended July 2, 2023. Net sales rose 5.4% to $4.0 billion, with Organic growth of 7.7%. Organic growth comprised 9.4% value realization and a 1.7% volume decline, and the company said volume was about flat excluding portfolio rationalization and the suspension of personal care product sales in Russia. Reported EPS was $0.23 and Adjusted EPS was $0.32. Net income was $430 million versus $604 million a year earlier, and Adjusted net income was $581 million versus $732 million. Gross profit margin was 55.5% versus 56.7%, and Adjusted EBITDA margin was 24.5% versus 26.8%. The filing attributes margin pressure to sustained cost inflation, foreign currency fluctuations, and incremental ongoing public company costs. Separation-related costs were $102 million in the quarter. For fiscal 2023, Kenvue expects reported net sales growth of 4.5% to 5.5% and Organic growth of 5.5% to 6.5%. The company cites first-half benefits, including a one-time restocking benefit in the first quarter and high cold and flu incidence rates, and expects foreign exchange to be a headwind of approximately one percentage point to reported net sales growth. Adjusted EPS guidance is $1.26 to $1.31, based on a diluted weighted average share count of 1.855 billion. The reported effective tax rate is expected to be 34.5% to 35.5%. The Board declared a $0.20 per share cash dividend for the third quarter, payable September 7, 2023 to holders of record on August 28, 2023. The filing furnishes the press release under Item 2.02 and states that this information is not deemed "filed" under Section 18 of the Exchange Act.
Kenvue 8-K Report, Material Agreement (May 8, 2023)
On May 8, 2023, Kenvue Inc. completed its initial public offering of 198,734,444 shares of common stock, including the underwriters' full exercise of their over-allotment option of 25,921,884 shares, at $22.00 per share for net proceeds of $4,241 million. Prior to the IPO, Kenvue was a wholly owned subsidiary of Johnson & Johnson. The net proceeds will be paid to Johnson & Johnson as partial consideration for the consumer health business that Johnson & Johnson transferred to Kenvue. Following the closing, Johnson & Johnson owns 1,716,160,000 shares, or approximately 89.6% of the total outstanding shares of Kenvue common stock. In connection with the IPO, Johnson & Johnson and Kenvue entered into a Separation Agreement on May 3, 2023, which governs the internal reorganization, allocation of assets and liabilities, rights relating to the IPO, and any future distribution by Johnson & Johnson of its remaining Kenvue shares. The companies also entered into a tax matters agreement, an employee matters agreement, an intellectual property agreement, a trademark phase-out license agreement dated April 3, 2023, a transition services agreement, a transition manufacturing agreement, and a registration rights agreement. Kenvue also amended and restated its certificate of incorporation and bylaws effective May 3, 2023. Governance changes accompany the IPO. Nine directors were appointed effective May 8, 2023, the closing date, and Vasant Prabhu was appointed effective May 4, 2023, the date Kenvue common stock began trading on the New York Stock Exchange. Standing committees were established for Audit, Compensation & Human Capital, Nominating, Governance & Sustainability, and Executive. The filing refers to the Registration Statement on Form S-1 for further details on these agreements and governance matters.