Kimberly-Clark Reports 2024 Annual Meeting Results

TL;DR

KMB shareholders voted on directors and auditors at the 2024 meeting.

AI Summary

Kimberly-Clark Corporation (KMB) filed an 8-K on May 2, 2024, reporting the results of its 2024 Annual Meeting of Stockholders. The filing confirms the election of directors and the ratification of the company's independent registered public accounting firm. It also details the voting results for various proposals presented to shareholders.

Why It Matters

This filing provides transparency on shareholder voting outcomes, indicating management's alignment with investor sentiment on key corporate governance matters.

Risk Assessment

Risk Level: low — The filing reports on routine annual meeting results and does not contain new material financial or strategic information that would typically increase risk.

Key Players & Entities

• Kimberly-Clark Corporation (company) — Registrant
• KMB (company) — Ticker Symbol
• May 2, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $1.25 — ue of One Dollar and Twenty-five Cents ($1.25) per Share. ARTICLE V A statement o

Filing Documents

• pre-20240502.htm (8-K) — 103KB
• pre-20240502_g1.jpg (GRAPHIC) — 68KB
• 0000055785-24-000059.txt ( ) — 450KB
• pre-20240502.xsd (EX-101.SCH) — 3KB
• pre-20240502_def.xml (EX-101.DEF) — 16KB
• pre-20240502_lab.xml (EX-101.LAB) — 28KB
• pre-20240502_pre.xml (EX-101.PRE) — 16KB
• pre-20240502_htm.xml (XML) — 4KB

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. At the Annual Meeting of Stockholders of Kimberly-Clark Corporation (the "Corporation") held on May 2, 2024 (the "Annual Meeting"), the stockholders of the Corporation approved the adoption of an Amended and Restated Certificate of Incorporation (the "Restated Certificate") to limit certain officer liability as permitted by the Delaware General Corporation Law ("DGCL") and to make other technical changes, as further described in the Corporation's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 11, 2024. Specifically, the Restated Certificate limits the personal liability of certain officers for monetary damages associated with breaches of the fiduciary duty of care (but not the fiduciary duty of loyalty) in limited circumstances. The Restated Certificate also provides that if the DGCL is further amended to eliminate or limit the personal liability of officers, the liability of officers will be limited to the fullest extent permitted by law, as so amended. The Corporation filed the Restated Certificate with the Secretary of State of the State of Delaware and the Restated Certificate became effective on May 2, 2024. The foregoing summary and description of the provisions of the Restated Certificate does not purport to be complete and is qualified in its entirety by reference to the full text of the Restated Certificate, a copy of which is filed as Exhibit (3)a with this Current Report on Form 8-K and is incorporated herein by reference.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. (a) The Corporation held its 2024 Annual Meeting of Stockholders on May 2, 2024. (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 2024, (3) approved the compensation of our named executive officers on an advisory basis and (4) approved the adoption of an Amended and Restated Certificate of Incorporation to limit certain officer liability and make other technical changes. 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 Sylvia M. Burwel l 244,655,288 1,259,613 675,657 45,484,661 John W. Culver 243,017,406 2,859,340 713,812 45,484,661 Michael D. Hsu 230,236,166 14,336,247 2,017,964 45,484,661 Mae C. Jemison, M.D. 234,721,729 11,178,486 690,343 45,484,661 Deeptha Khanna 244,735,057 1,152,881 702,619 45,484,661 S. Todd Maclin 240,330,503 5,545,263 714,792 45,484,661 Deirdre A. Mahlan 218,147,686 27,765,939 676,932 45,484,661 Sherilyn S. McCoy 242,742,026 3,193,479 655,053 45,484,661 Christa S. Quarles 240,393,192 5,517,201 680,165 45,484,661 Jaime A. Ramirez 244,792,118 1,090,717 707,722 45,484,661 Dunia A. Shive 238,408,065 7,480,951 701,542 45,484,661 Mark T. Smucker 240,661,047 4,794,444 1,135,067 45,484,661 2. Ratification of Deloitte & Touche LLP as Independent Auditors for 2024: Votes For Votes Against Abstentions 274,671,652 16,605,930 797,637 3. Advisory Approval of Named Executive Officer Compensation: Votes For Votes Against Abstentions Broker Non-Votes 221,696,267 23,499,170 1,395,121 45,484,661 4. Adoption of an Amended and Restated Certificate of Incorporation to limit certain officer liability and make other technical changes: Votes For Votes Against Abstentions Broker Non-Votes 217,180,778 28,109,986 1,299,794 45,484,

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits Exhibit No. Description Exhibit (3)a Amended and Restated Certificate of Incorporation of Kimberly-Clark Corporation, as amended and restated May 2, 2024. Exhibit 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. 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 2, 2024 By: /s/ Grant B. McGee Grant B. McGee Senior Vice President, General Counsel, & Corporate Secretary Exhibit (3)a AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KIMBERLY-CLARK CORPORATION May 2, 2024 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KIMBERLY-CLARK CORPORATION Kimberly-Clark Corporation, a corporation organized and existing under the laws of the State of Delaware (the " Corporation "), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is Kimberly-Clark Corporation. 2. The original Certificate of Incorporation of the Corporation (" Original Certificate ") was filed with the Secretary of State of the State of Delaware on June 29, 1928. 3. This Amended and Restated Certificate of Incorporation, which both restates and amends the provisions of the Original Certificate, was duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware. 4. The text of the Original Certificate is hereby amended and restated in its entirety to read as follows: ARTICLE I The name of this Corporation is KIMBERLY-CLARK CORPORATION. ARTICLE II Its registered office in the State of Delaware is located at Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name and address of its registered agent is The Corporation Trust Company, Corporation Trust Center, 1209 Orange

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View this 8-K filing on SEC EDGAR