Kimberly-Clark (KMB) Proxy filing summary

Executive summary

• Announced a pending acquisition of Kenvue, expected to close in the second half of 2026, to create a $32 billion global health and wellness leader, with stockholder approval already secured in January 2026.

• Formed a joint venture with Suzano for International Family Care & Professional business, with closing anticipated in mid-2026 and a retained 49% interest.

• 2025 net sales were $16.4 billion (down 2.1%), with organic sales up 1.7%; adjusted EPS was $7.53, up from $7.30 in 2024.

• Increased regular quarterly dividend for the 54th consecutive year.

• Invested $2 billion in North American supply chain optimization, including new manufacturing and distribution facilities.

Voting matters and shareholder proposals

• Election of 13 directors for one-year terms, all but one independent; Board recommends voting FOR all nominees.

• Ratification of Deloitte & Touche LLP as independent auditor for 2026; Board recommends FOR.

• Advisory vote to approve named executive officer compensation (say-on-pay); Board recommends FOR.

• Stockholder proposal to require an independent board chair; Board recommends AGAINST.

Board of directors and corporate governance

• Board consists of 13 members, 12 of whom are independent; diversity includes 7 women and 5 ethnically diverse directors.

• Board committees include Audit, Management Development and Compensation, Nominating and Corporate Governance, and Executive Committees.

• Lead Independent Director role is robust, with Sherilyn S. McCoy serving since May 2024.

• Annual board and committee evaluations, succession planning, and stockholder engagement are emphasized.