Kenvue Inc. Files Definitive Proxy Statement

Ticker: KVUE · Form: DEF 14A · Filed: Apr 10, 2024 · CIK: 1944048

Kenvue Inc. DEF 14A Filing Summary
FieldDetail
CompanyKenvue Inc. (KVUE)
Form TypeDEF 14A
Filed DateApr 10, 2024
Risk Levellow
Pages14
Reading Time17 min
Key Dollar Amounts$15.4 billion
Sentimentneutral

Sentiment: neutral

Topics: Kenvue, KVUE, DEF 14A, Proxy Statement, Executive Compensation

TL;DR

<b>Kenvue Inc. has filed its Definitive Proxy Statement for the fiscal year ending December 31, 2023, detailing executive compensation and corporate governance matters.</b>

AI Summary

Kenvue Inc. (KVUE) filed a Proxy Statement (DEF 14A) with the SEC on April 10, 2024. Kenvue Inc. filed a Definitive Proxy Statement (DEF 14A) on April 10, 2024. The filing covers the period ending December 31, 2023. The company's principal executive offices are located at 199 Grandview Road, Skillman, NJ 08558. Kenvue Inc. was formerly known as JNTL, Inc. before a name change on August 25, 2022. The filing includes details on executive compensation, equity awards, and pension values for 2023.

Why It Matters

For investors and stakeholders tracking Kenvue Inc., this filing contains several important signals. This filing provides shareholders with crucial information regarding executive compensation packages and the company's governance structure, enabling informed voting decisions. As a DEF 14A filing, it signifies the final version of the proxy materials being sent to shareholders for upcoming meetings, including proposals and director nominations.

Risk Assessment

Risk Level: low — Kenvue Inc. shows low risk based on this filing. The filing is a routine DEF 14A, indicating standard corporate disclosure rather than any immediate financial distress or significant new risk.

Analyst Insight

Shareholders should review the executive compensation details and any proposed resolutions to make informed voting decisions at the upcoming shareholder meeting.

Key Numbers

  • 2023-12-31 — Reporting Period End Date (Conformed Period of Report)
  • 2024-04-10 — Filing Date (Filed as of Date)
  • 08558 — ZIP Code (Business Address)
  • 908-874-1200 — Business Phone (Business Phone Number)
  • 2022-08-25 — Date of Name Change (Former Company Information)

Key Players & Entities

  • Kenvue Inc. (company) — Registrant
  • Larry J. Merlo (person) — Chair, Board of Directors
  • JNTL, Inc. (company) — Former company name
  • 0001944048-24-000091 (other) — Accession Number

FAQ

When did Kenvue Inc. file this DEF 14A?

Kenvue Inc. filed this Proxy Statement (DEF 14A) with the SEC on April 10, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Kenvue Inc. (KVUE).

Where can I read the original DEF 14A filing from Kenvue Inc.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Kenvue Inc..

What are the key takeaways from Kenvue Inc.'s DEF 14A?

Kenvue Inc. filed this DEF 14A on April 10, 2024. Key takeaways: Kenvue Inc. filed a Definitive Proxy Statement (DEF 14A) on April 10, 2024.. The filing covers the period ending December 31, 2023.. The company's principal executive offices are located at 199 Grandview Road, Skillman, NJ 08558..

Is Kenvue Inc. a risky investment based on this filing?

Based on this DEF 14A, Kenvue Inc. presents a relatively low-risk profile. The filing is a routine DEF 14A, indicating standard corporate disclosure rather than any immediate financial distress or significant new risk.

What should investors do after reading Kenvue Inc.'s DEF 14A?

Shareholders should review the executive compensation details and any proposed resolutions to make informed voting decisions at the upcoming shareholder meeting. The overall sentiment from this filing is neutral.

How does Kenvue Inc. compare to its industry peers?

Kenvue Inc. operates in the consumer health sector, focusing on products in areas like baby care, skin health, and pain management.

Are there regulatory concerns for Kenvue Inc.?

As a publicly traded company, Kenvue Inc. is subject to SEC regulations requiring disclosures such as this proxy statement under the Securities Exchange Act of 1934.

Industry Context

Kenvue Inc. operates in the consumer health sector, focusing on products in areas like baby care, skin health, and pain management.

Regulatory Implications

As a publicly traded company, Kenvue Inc. is subject to SEC regulations requiring disclosures such as this proxy statement under the Securities Exchange Act of 1934.

What Investors Should Do

  1. Review the detailed executive compensation tables and disclosures.
  2. Examine any proposals being presented to shareholders for a vote.
  3. Note the information regarding director nominees and corporate governance practices.

Key Dates

  • 2024-04-10: Filing Date — Definitive Proxy Statement filed
  • 2023-12-31: Reporting Period End — Fiscal year end for the filing
  • 2022-08-25: Name Change — Date Kenvue Inc. changed from JNTL, Inc.

Year-Over-Year Comparison

This is the company's definitive proxy statement for the period ending December 31, 2023, following its IPO in 2023.

Filing Stats: 4,259 words · 17 min read · ~14 pages · Grade level 19.4 · Accepted 2024-04-10 16:11:58

Key Financial Figures

  • $15.4 billion — Everyday Care About our Business With $15.4 billion in Net sales in 2023, Kenvue is the wor

Filing Documents

Executive Compensation

Executive Compensation 35 Proposal 2 35 Approve, on a Non-Binding Advisory Basis, Named Executive Officer Compensation Compensation Discussion & Analysis 36 2023 Highlights 37 Compensation Philosophy and Design 39 2023 Named Executive Officer Compensation 42 2024 Incentive Compensation 52

Executive Compensation Decision-Making

Executive Compensation Decision-Making 54 Additional Compensation Policies & Practices 55 C ompensation & Human Capital Committee Report 57

Executive Compensation Tables

Executive Compensation Tables 58 Pay Versus Performance 72 Proposal 3 74 Approve, on a Non-Binding Advisory Basis, the Frequency of Future Advisory Votes on Named Executive Officer Compensation Audit Matters 75 Proposal 4 75 Ratif y the Appointment of the Company's Independent Registered Public Accounting Firm Fees & Services 76 Pre-Approval Policies and Procedures 76 Audit Committee Report 77

Security Ownership of Certain Beneficial Owners, Directors & Management

Security Ownership of Certain Beneficial Owners, Directors & Management 78 Certain Relationships and R elated Person Transactions 80 Information About the Annual Meeting 96 Additional Information 100 Appendix - Non-GAAP Financial Measures 102 2024 Proxy Statement 3 Proxy Statement Roadmap Agenda Item Board Recommendation Proposal 1 Election of Directors For Each Nominee See Page 10 Proposal 2 Approve, on a Non-Binding Advisory Basis, the Compensation of our Named Executive Officers For See Page 35 Proposal 3 Approve, on a Non-Binding Advisory Basis, the Frequency of Future Advisory Votes on the Compensation of our Named Executive Officers One year See Page 74 Proposal 4 Ratify the Appointment of the Company's Independent Registered Public Accounting Firm For See Page 75 4 2024 Proxy Statement Proxy Statement Summary The accompanying proxy is solicited on behalf of the Board of Directors (the "Board") for use at the 2024 Annual Meeting of Shareholders (the "Annual Meeting") of Kenvue Inc. ("Kenvue", "we", "us", "our" or the "Company"). Please review the entire proxy statement and our 2023 Annual Report to Shareholders before voting. The voting items expected to be proposed at the meeting are listed above, along with the Board's voting recommendations. 2023 Performance Highlights & Separation from Johnson & Johnson 2023 was a transformational year for our business and we are proud of our accomplishments. We started the year as a wholly owned subsidiary of Johnson & Johnson ("J&J") and by September we were the largest independent pure-play consumer health company by revenue. In May 2023, we completed the initial public offering (the "IPO") of approximately 10.4% of our outstanding common stock and began trading on the New York Stock Exchange ("NYSE") under the ticker symbol "KVUE". In August 2023, J&J completed the disposition of an additional 80.1% of the outstanding common stock of Kenvue, completing our separa

Executive Compensation Highlights (page 35 )

Executive Compensation Highlights (page 35 ) Kenvue's executive compensation program is designed to align behaviors with short- and long-term financial and operational results that drive long-term shareholder value. Our programs are built on the following principles: Incentivize executives to achieve our strategic and financial objectives; Design incentive programs to hold executives accountable for impact and align our executives' financial interests with our shareholders' long-term interests; and Provide competitive compensation considering Kenvue's talent strategy, performance, and external talent landscape. Our 2024 annual incentive plan for executive officers will be based 70% on company performance and 30% on individual performance, with the following performance measures used to evaluate company performance: Measure (1) Weighting (% of Financial) How it aligns with our strategic priorities Organic net sales Incentivizes the delivery of top-line growth, which is a key driver of value creation in the consumer staples industry Adjusted gross profit margin Incentivizes margin-accretive top-line growth Adjusted net income Incentivizes profit generation in support of robust free cash flows Free cash flow Incentivizes robust free cash flow generation to enable execution of Kenvue's capital allocation strategy (1) These are non-GAAP financial measures. For purposes of measuring incentive performance, these measures exclude certain items affecting comparability, including the impact of changes in foreign currency exchange rates, acquisitions and divestitures, and other corporate adjustments. See the Appendix for a definition of each measure. Annual long-term incentive awards granted to our executive officers in 2024 consist of 50% Performance Share Units ("PSUs"), 30% options and 20% Restricted Share Units ("RSUs"). PSUs will vest following the end of the three-year performance period, subject to continued service and achievement with respect to

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