01—Abstract
Summary
Summary of the 8-K filed May 22, 2026. Cited figures are marked; the original filing is the authoritative source.
Kenvue Inc. filed this Current Report on Form 8-K, dated May 22, 2026, to disclose the final voting results of its 2026 Annual Meeting of Shareholders, held on May 21, 2026.
The filing covers three proposals. It does not address financial results, transactions, or other business developments. Shareholders elected all 12 director nominees named in the 2026 Proxy Statement, filed with the SEC on April 8, 2026, to serve until the 2027 Annual Meeting.
Shareholders also approved, on a non-binding advisory basis, the compensation of the company's named executive officers, and ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026. Among the director votes, Betsy D. Holden received the most against votes, at 35,492,864, while the other nominees received between 5,167,232 and 10,784,111 against votes, excluding Larry J.
Merlo, whose total was 10,784,111. Broker non-votes were 107,623,208 for each director nominee and for the say-on-pay proposal.
02—Key points
Key Highlights
- Kenvue Inc. held its 2026 Annual Meeting of Shareholders on May 21, 2026.
- All 12 director nominees named in the 2026 Proxy Statement were elected to serve until the 2027 Annual Meeting.
- Betsy D. Holden had the highest against vote among director nominees, at 35,492,864 against votes, with 1,483,722,493 votes for.
- Shareholders approved, on a non-binding advisory basis, the compensation of named executive officers, with 1,449,179,584 votes for and 69,193,538 against.
- Shareholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026, with 1,619,846,087 votes for and 7,169,319 against.
- Broker non-votes were 107,623,208 for each director nominee and for the say-on-pay proposal.
03—Questions
Frequently Asked Questions
When and where was the 2026 Annual Meeting held?
The filing states that Kenvue Inc. held its 2026 Annual Meeting of Shareholders on May 21, 2026. The filing does not specify a location.
Which directors were elected, and for how long?
Shareholders elected all 12 director nominees named in the 2026 Proxy Statement, including Richard E. Allison, Jr., Seemantini Godbole, Melanie L. Healey, Sarah Hofstetter, Betsy D. Holden, Erica L. Mann, Larry J. Merlo, Kathleen M. Pawlus, Kirk L. Perry, Vasant Prabhu, Jeffrey C. Smith, and Michael E. Sneed. Each will serve until the 2027 Annual Meeting of Shareholders, or until a successor is elected and qualified, or until an earlier death, resignation, disqualification, or removal.
Was the executive compensation proposal approved?
Yes. Shareholders approved, on a non-binding advisory basis, the compensation of the company's named executive officers, with 1,449,179,584 votes for, 69,193,538 against, and 1,666,903 abstentions.
Who is the company's independent auditor for 2026?
Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026, with 1,619,846,087 votes for, 7,169,319 against, and 647,827 abstentions.
04—Continue