01—Abstract
Summary
Summary of the 8-K filed May 28, 2024. Cited figures are marked; the original filing is the authoritative source.
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.
02—Key points
Key Highlights
- All 11 director nominees were elected to the Board, serving until the 2025 Annual Meeting of Shareholders.
- Named executive officer compensation was approved on a non-binding advisory basis with 1,672,496,312 votes for and 52,725,956 against.
- Shareholders favored an annual advisory vote on executive compensation, with 1,702,135,873 votes for every 1 year, and the Board adopted an annual frequency.
- The next advisory vote on the frequency of say-on-pay votes is expected at the 2030 Annual Meeting of Shareholders.
- PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for 2024 with 1,800,563,894 votes for and 1,388,569 against.
- Broker non-votes of 76,246,806 were recorded on the director election, say-on-pay, and frequency proposals.
03—Questions
Frequently Asked Questions
When and where was the 2024 Annual Meeting of Shareholders held?
The 2024 Annual Meeting of Shareholders was held on May 23, 2024. The filing refers to the company's proxy statement, filed with the SEC on April 10, 2024, for more information on the proposals.
Did shareholders approve executive compensation?
Yes. Shareholders approved, on a non-binding advisory basis, the compensation of the named executive officers, with 1,672,496,312 votes for, 52,725,956 against, 1,477,306 abstentions, and 76,246,806 broker non-votes.
How often will Kenvue hold future advisory votes on executive compensation?
Shareholders favored an annual frequency, with 1,702,135,873 votes for every 1 year. Based on this preference, the Board determined that advisory votes on executive compensation will be held annually until the next frequency vote, which is expected at the 2030 Annual Meeting of Shareholders.
Who was ratified as the independent auditor for 2024?
Shareholders ratified 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.
04—Continue