01—Abstract
Summary
Summary of the 8-K filed January 29, 2026. Cited figures are marked; the original filing is the authoritative source.
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%a, 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%b 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.
02—Key points
Key Highlights
- Kenvue stockholders approved the Merger Proposal to adopt the merger agreement with Kimberly-Clark: 1,489,923,158 votes for, 7,467,731 against, and 3,274,116 abstaining.
- The non-binding advisory vote on merger-related compensation for named executive officers passed with 1,465,779,826 votes for and 29,007,140 against.
- Shareholders representing approximately 78.32% of the 1,915,984,439 outstanding and eligible shares were present or represented, establishing a quorum.
- The Adjournment Proposal was not put to a vote because sufficient votes were cast to approve the Merger Proposal.
- Preliminary results show about 99% of shares voted at Kenvue's meeting supported the merger, representing about 77% of all outstanding shares.
- Kimberly-Clark shareholders approved the share issuance for the transaction, with about 96% of shares present voting in favor.
- The transaction is expected to close in the second half of 2026, subject to regulatory approvals and other customary closing conditions.
03—Questions
Frequently Asked Questions
What did Kenvue stockholders vote on at the January 29, 2026 special meeting?
Stockholders voted on the Merger Proposal to adopt the Agreement and Plan of Merger with Kimberly-Clark Corporation, and on a non-binding advisory proposal regarding compensation to named executive officers that relates to the transaction. Both proposals were approved.
How will the transaction be structured?
First Merger Sub, a wholly owned subsidiary of Kimberly-Clark, will merge into Kenvue, with Kenvue surviving as a direct wholly owned subsidiary of Kimberly-Clark. Immediately afterward, as part of the same overall transaction, that surviving company will merge into Second Merger Sub, which will survive as a wholly owned subsidiary of Kimberly-Clark.
Was the vote margin sufficient to approve the merger?
Yes. The 1,489,923,158 votes for the Merger Proposal far exceeded the 7,467,731 votes against, and the filing states there were sufficient votes at the meeting to approve it, so the Adjournment Proposal was not needed.
When is the transaction expected to close, and what remains outstanding?
The joint press release states the transaction is expected to close in the second half of 2026, subject to receipt of regulatory approvals and satisfaction of other customary closing conditions. Final vote results remain subject to certification by independent inspectors of elections and will be filed in a separate Form 8-K.
04—Continue