8-KThe WireRoutine
Shareholder Vote · Reg FD Disclosure
Filed Jan 29, 2026 · 5mo ago · Accession 0001104659-26-008005
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗Securities and Exchange Commission on December 16, 2025. The Proxy Statement describes the Special Meeting, the Issuance
Proposal, the Mergers and related information and was first mailed to K-C stockholders on or about December 16, 2025.
As
of the close of business on December 11, 2025, the record date for the Special Meeting, there were 331,892,847 shares of K-C
Common Stock issued and outstanding and entitled to vote at the Special Meeting and each share of K-C Common Stock represented one
vote. At the Special Meeting, a total of 248,177,004 shares of K-C Common Stock, representing approximately 74.8% of the
outstanding shares of K-C Common Stock entitled to vote at the Special Meeting, were present or represented by proxy, constituting a
quorum to conduct business.
The final voting results for the proposal voted
on at the K-C Special Meeting are as follows:
Issuance Proposal
K-C’s stockholders approved the Issuance
Proposal as follows:
Votes For
Votes
Against
Votes Abstained
Broker
Non-Votes
239,054,286
8,439,618
683,100
0
In connection with the Special Meeting, K-C also
solicited proxies with respect to the approval of one or more adjournments of the Special Meeting to a later date or time, if necessary
or appropriate, including adjournments to permit the solicitation of additional votes or proxies if there were not sufficient votes cast
at the Special Meeting to approve the Issuance Proposal (the “Adjournment Proposal”). As there were sufficient votes at the
time of the Special Meeting to approve the Issuance Proposal, the Adjournment Proposal was unnecessary and such proposal was not submitted
to the stockholders for approval at the Special Meeting.
Item 7.01 Regulation FD Disclosure.
On January 29, 2026, K-C and Kenvue issued
a joint press release announcing the preliminary results of the voting at their respective special meetings of stockholders each
held on January 29, 2026. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated by reference
herein.
The information provided under Item 7.01 of this
Current Report on Form 8-K (this “Current Report”), including Exhibit 99.1, is being “furnished” and
is not deemed to be “filed” with the U.S. Securities and Exchange Commission for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section and is not incorporated
by reference into any filing of K-C under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the
date hereof, except as shall be expressly set forth by specific reference to this Current Report in such a filing. K-C does not incorporate
by reference to this Current Report information presented in the exhibits attached hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
99.1
Joint Press Release, dated as of January 29, 2026.
104
The cover page from Kimberly-Clark Corporation’s Current Report on Form 8-K, formatted in Inline XBRL.
SIGNATURES
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.
Date: January 29, 2026
KIMBERLY-CLARK CORPORATION
By:
/s/ Grant B. McGee
Grant B. McGee
Senior Vice President and General Counsel
Filing details
- Company
- KIMBERLY CLARK CORP
- Ticker
- KMB
- CIK
- 55785
- Form type
- 8-K
- Filing date
- Jan 29, 2026
- Report date
- Jan 29, 2026
- Document
- tm262467d8_8k.htm
- Size
- 234 KB