Company Update

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: September 11, 2020 (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) (IRS Employer Identification No.)   P.O. Box 619100 , Dallas , Texas 75261-9100 (Address of principal executive offices) (Zip Code)   ( 972 ) 281-1200 (Registrant’s telephone number, including area code)       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:   ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))   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 0.625% Notes due 2024 KMB24 New York Stock Exchange   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 ¨   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. ¨           Item 8.01 Other Events.   On September 11, 2020, Kimberly-Clark Corporation (the “Corporation”) issued $600,000,000 aggregate principal amount of 1.050% Notes due 2027 (the “Notes”) pursuant to its effective shelf registration statement on Form S-3 (File No. 333-229547) (the “Shelf Registration Statement”). On September 8, 2020, the Corporation entered into an Underwriting Agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc. and Morgan Stanley & Co. LLC, as representatives for the several underwriters named therein, for the issuance and sale by the Corporation of the Notes. The Notes were registered under the Securities Act of 1933, as amended, pursuant to the Shelf Registration Statement.   The Notes were issued under an Indenture (as amended and supplemented, the “Indenture”), dated as of March 1, 1988, by and among the Corporation and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to The First National Bank of Chicago) as Trustee (originally executed with Bank of America National Trust and Savings Association) and the Seventh Supplemental Indenture thereto dated as of September 11, 2020, between the Corporation and the Trustee with respect to the Notes (the “Seventh Supplemental Indenture”).   In the event that the closing of the previously announced acquisition of Softex Indonesia (the “Softex Indonesia Acquisition”) has not occurred on or prior to the earlier of (i) March 31, 2021 and (ii) the date the Softex Indonesia Acquisition purchase agreement is terminated according to its terms, the Corporation will be required to redeem all outstanding Notes on a special mandatory redemption date at a redemption price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.   The foregoing description of the Underwriting Agreement, the Notes, the Indenture and the Seventh Supplemental Indenture are summaries and are qualified in their entirety by reference to such documents, which are attached as Exhibits 1.1, 4.1, 4.2 and 4.3 to this Current Report on Form 8-K, respectively.   Item 9.01 Financial Statements and Exhibits.   (d) Exhibits.   Exhibit 1.1 Underwriting Agreement, by and among the Corporation and the representatives for the several underwriters named therein, dated as of September 8, 2020.         Exhibit 4.1 Form of 1.050% Notes due September 15, 2027.         Exhibit 4.2 First Amended and Restated Indenture dated as of March 1, 1988, between the Corporation and The Bank of New York Mellon Trust Company, N.A.(as successor in interest to The First National Bank of Chicago) as Trustee (originally executed with Bank of America National Trust and Savings Association) (incorporated by reference to Exhibit No. 4.1 to the Registration Statement on Form S-3 filed on February 2, 1998 (File No. 333-45399)).         Exhibit 4.3 Seventh Supplemental Indenture, dated as of September 11, 2020, between the Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee.         Exhibit 5.1 Opinion of Gibson, Dunn & Crutcher LLP.         Exhibit 23.1 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1 hereto).         104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).         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: September 11, 2020 By:    /s/ Flavio Costa     Flavio Costa     Vice President and Treasurer