8-KThe WireRoutine
Bylaw Amendment · Shareholder Vote
Filed May 3, 2019 · 7y ago · Accession 0000055785-19-000035
Plain English
Material event — a significant development the company must disclose promptly.
Read the source below for the full document.
Filing text
View original ↗UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: May 2, 2019
(Date of earliest event reported)
KIMBERLY-CLARK CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
1-225
39-0394230
(State or other jurisdiction of incorporation)
(Commission file number)
(I.R.S. Employer Identification No.)
P.O. Box 619100, Dallas, Texas
75261-9100
(Address of principal executive offices)
(Zip code)
Registrant’s telephone number, including area code: (972) 281-1200
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
KMB
New York Stock Exchange
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a)
On May 2, 2019, the Board of Directors (the “Board”) of Kimberly-Clark Corporation (the “Corporation”) amended the Corporation’s By-Laws to specify the Delaware Court of Chancery (or, if the Court of Chancery does not have jurisdiction, another state court or a federal court located within the State of Delaware) as the sole and exclusive forum for certain legal actions involving the Corporation unless the Corporation selects or consents to the selection of an alternative forum.
The amended By-Laws also amend our proxy access bylaw to change the specified time for director nominations and include other miscellaneous updates.
The description of the amendments to the By-Laws is qualified in its entirety by reference to the text of the amended By-Laws, a copy of which is attached to this Report as Exhibit (3)b and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) The Corporation held its 2019 Annual Meeting of Stockholders on May 2, 2019.
(b)
The stockholders (1) elected all of the Corporation’s nominees for director, (2) ratified the selection of Deloitte & Touche LLP as our independent auditors for 2019 and (3) approved the compensation of our named executive officers on an advisory basis.
The final voting results on each of the matters submitted to a vote are as follows:
1.
Election of Directors:
Name
Votes
For
Votes
Against
Abstentions
Broker
Non-Votes
Abelardo E. Bru
234,542,027
8,347,702
612,415
62,639,319
Robert W. Decherd
236,344,013
6,531,567
626,564
62,639,319
Thomas J. Falk
236,781,056
6,122,067
599,021
62,639,319
Fabian T. Garcia
240,938,633
1,947,955
615,556
62,639,319
Michael D. Hsu
240,553,846
2,339,323
608,975
62,639,319
Mae C. Jemison, M.D.
235,483,507
7,456,741
561,896
62,639,319
Nancy J. Karch
241,321,147
1,595,698
585,300
62,639,319
S. Todd Maclin
241,765,681
1,102,044
634,419
62,639,319
Sherilyn S. McCoy
241,709,753
1,215,118
577,273
62,639,319
Christa S. Quarles
241,788,333
1,129,597
584,215
62,639,319
Ian C. Read
239,652,913
3,225,615
623,616
62,639,319
Marc J. Shapiro
234,125,492
8,756,622
620,031
62,639,319
Dunia A. Shive
241,759,356
1,115,232
627,556
62,639,319
Michael D. White
241,433,426
1,435,431
633,288
62,639,319
2.
Ratification of Deloitte & Touche LLP as Independent Auditors for 2019:
Votes
For
Votes
Against
Abstentions
294,177,969
11,023,201
940,294
3.
Advisory Approval of Named Executive Officer Compensation:
Votes
For
Votes
Against
Abstentions
Broker
Non-Votes
232,084,143
9,626,322
1,791,679
62,639,319
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. (3)b. Amended By-Laws of Kimberly-Clark Corporation.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
KIMBERLY-CLARK CORPORATION
Date:
May 3, 2019
By:
/s/ Grant B. McGee
Grant B. McGee
Vice President and Secretary
Filing details
- Company
- KIMBERLY CLARK CORP
- Ticker
- KMB
- CIK
- 55785
- Form type
- 8-K
- Filing date
- May 3, 2019
- Report date
- May 3, 2019
- Document
- a8-kformannualmeetingresul.htm
- Size
- 288 KB