Business Context and Reporting Period
This Form 8-K Current Report, dated January 29, 2026, covers the results of a special meeting of stockholders held by Kimberly-Clark Corporation (K-C). The filing reports on the approval of a proposal to issue shares of K-C common stock to Kenvue Inc. stockholders in connection with a previously announced merger agreement entered into on November 2, 2025.
Key Financial Metrics
This filing is a corporate governance report regarding a stockholder vote and does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The filing text does not provide a clear value for any financial performance indicators.
Material Changes and Voting Results
The primary material event is the successful approval of the Issuance Proposal required to consummate the merger with Kenvue Inc. The voting results were as follows:
- Shares Entitled to Vote: 331,892,847
- Shares Present or Represented: 248,177,004 (approximately 74.8%)
- Votes For: 239,054,286
- Votes Against: 8,439,618
- Votes Abstained: 683,100
- Broker Non-Votes: 0
Because the Issuance Proposal was approved, the Adjournment Proposal was deemed unnecessary and was not submitted to stockholders.
Guidance, Outlook, and Risks
The filing references a joint press release (Exhibit 99.1) announcing the preliminary voting results but does not include specific management commentary, forward-looking guidance, or a detailed discussion of risks within the text of this 8-K. The transaction structure involves two mergers: (i) First Merger Sub merging with Kenvue, and (ii) the surviving entity merging into Second Merger Sub, with Second Merger Sub surviving as a wholly-owned subsidiary of K-C.
Investor Verification Checklist
- Verify the final closing date of the merger with Kenvue Inc. following this stockholder approval.
- Review the definitive joint proxy statement/prospectus filed on December 16, 2025, for detailed terms of the exchange ratio and transaction structure.
- Confirm the issuance of new K-C common stock to Kenvue shareholders as approved.
- Monitor subsequent filings for any regulatory approvals required to finalize the transaction.