01—Abstract
Summary
Summary of the 8-K filed March 5, 2025. Cited figures are marked; the original filing is the authoritative source.
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 milliona 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.
02—Key points
Key Highlights
- Cooperation agreement with Starboard Value and affiliates dated March 5, 2025, ending the nomination slate Starboard had submitted on December 10, 2024
- Board temporarily expanded from eleven to fourteen directors; reduced to thirteen as of the 2025 Annual Meeting
- Three new directors appointed effective immediately: Sarah Hofstetter, Erica Lilith Mann and Jeffrey C. Smith
- Starboard agreed to vote its shares for the Company's director nominees and in line with Board recommendations, subject to limited exceptions
- Customary standstill runs until the earlier of fifteen business days before the 2026 nomination deadline or ninety days before the first anniversary of the 2025 Annual Meeting
- Company paid Profitero, Ltd., where Hofstetter is president, approximately $1.2 million in 2024 for advertising and marketing services on an arm's-length basis
- Board may not increase its size above thirteen directors after the 2025 Annual Meeting without Starboard's prior written consent
03—Questions
Frequently Asked Questions
Who are the new directors and what committees will they serve on?
Sarah Hofstetter joins the Audit Committee, Erica Lilith Mann joins the Nominating, Governance & Sustainability Committee, and Jeffrey C. Smith joins the Compensation & Human Capital Committee. Hofstetter is president of Profitero, Ltd., and Smith is managing member, CEO and CIO of Starboard Value LP. All three terms expire at the 2025 Annual Meeting.
What did Starboard give up under the agreement?
Starboard agreed to withdraw its December 10, 2024 letter nominating a slate of director candidates for the 2025 Annual Meeting. It also agreed to vote its shares, subject to certain conditions and limited exceptions, for the Company's nominees and in line with Board recommendations on other proposals.
How long do the standstill restrictions on Starboard last?
The standstill applies from the agreement date through the earlier of fifteen business days before the deadline for submitting stockholder nominations for the 2026 annual meeting, or ninety days before the first anniversary of the 2025 Annual Meeting.
Are there any related-party transactions with the new directors?
The Company paid Profitero, Ltd., where Ms. Hofstetter is president, approximately $1.2 million in 2024 for advertising and marketing services. The filing states these services were provided on an arm's-length basis and that Ms. Hofstetter has no role in the decision to use these firms. Apart from this, the filing reports no transactions with the New Appointees that would require disclosure under Item 404(a) of Regulation S-K.
04—Continue