01—Abstract
Summary
Summary of the 8-K filed July 31, 2024. Cited figures are marked; the original filing is the authoritative source.
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.
02—Key points
Key Highlights
- Directors Peter M. Fasolo, Ph.D., and Joseph J. Wolk resigned from the Board, effective December 1, 2024; notice was given July 30, 2024.
- Board size will increase from eleven to twelve members effective August 15, 2024, then decrease back to eleven after the December 1, 2024 resignations.
- Kathleen M. Pawlus (age 64) joins the Board effective August 15, 2024, with a term expiring at the 2025 Annual Meeting, and will serve on the Audit Committee.
- Kirk L. Perry (age 57) joins the Board effective December 1, 2024, with a term expiring at the 2025 Annual Meeting, and will serve on the Compensation & Human Capital Committee.
- Ms. Pawlus is a former EY partner and former CFO and COO of EY's Global Assurance group; she currently serves on the board of AMC Entertainment Holdings, Inc.
- Mr. Perry is President and CEO of Circana, Inc. and previously spent 23 years at Procter & Gamble Co. and served as President, Global Client and Agency Solutions at Google, Inc.
- New directors receive the same annual cash and equity compensation as other non-employee directors, per the April 10, 2024 proxy statement.
03—Questions
Frequently Asked Questions
Why are Peter M. Fasolo and Joseph J. Wolk leaving the Board?
The filing states only that each informed the company and its Board of their decision to resign, effective December 1, 2024. It gives no reason for the resignations.
When do the board changes take effect?
Ms. Pawlus joins the Board effective August 15, 2024, when the Board size increases to twelve. Mr. Perry joins effective immediately after the Fasolo and Wolk resignations on December 1, 2024, when the Board size returns to eleven.
Which committees will the new directors serve on?
Ms. Pawlus will serve on the Audit Committee, and Mr. Perry will serve on the Compensation & Human Capital Committee.
Will the new directors receive special compensation?
No. 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.
Do the new directors have any related-party transactions with Kenvue?
The filing states there have been no transactions since the beginning of the last fiscal year, and none currently proposed, that are required to be reported under Item 404(a) of Regulation S-K involving Ms. Pawlus, Mr. Perry, or their immediate family members.
04—Continue