01—Abstract
Summary
Summary of the 8-K filed May 27, 2025. Cited figures are marked; the original filing is the authoritative source.
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.
02—Key points
Key Highlights
- All 13 director nominees were elected to the Board of Directors, serving until the 2026 Annual Meeting of Shareholders.
- Shareholders approved the named executive officer compensation on a non-binding advisory basis, with 1,675,645,180 votes for and 49,702,881 against.
- PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for 2025, with 1,801,996,331 votes for and 2,585,780 against.
- Larry J. Merlo received 283,085,631 votes against, the highest against count among the director nominees.
- Melanie L. Healey (145,530,502 against) and Sarah Hofstetter (98,179,559 against) also received substantial votes against their election.
- Each director election and the advisory compensation vote recorded 78,329,335 broker non-votes.
03—Questions
Frequently Asked Questions
Who was elected to Kenvue's Board of Directors at the 2025 Annual Meeting?
Shareholders elected all 13 director nominees named in the 2025 Proxy Statement: Richard E. Allison, Jr., Seemantini Godbole, Melanie L. Healey, Sarah Hofstetter, Betsy D. Holden, Erica L. Mann, Larry J. Merlo, Thibaut Mongon, Kathleen M. Pawlus, Kirk L. Perry, Vasant Prabhu, Jeffrey C. Smith and Michael E. Sneed. Each will serve until the 2026 Annual Meeting of Shareholders or until a successor is duly elected and qualified.
Did shareholders approve executive compensation?
Yes. Shareholders 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.
Which independent auditor did shareholders ratify for 2025?
Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for 2025, with 1,801,996,331 votes for, 2,585,780 against and 841,729 abstentions.
Which director nominees received the most votes against their election?
Larry J. Merlo received 283,085,631 votes against, Melanie L. Healey received 145,530,502 and Sarah Hofstetter received 98,179,559. The other nominees each received fewer than 60,164,246 votes against.
04—Continue