Kenvue Appoints New Directors, Adjusts CFO Compensation

TL;DR

Kenvue adds 2 directors, boosts CFO Ruflin's pay.

AI Summary

Kenvue Inc. announced on July 30, 2024, changes in its board of directors and executive compensation. Specifically, the company elected two new directors, Ms. Karen L. King and Mr. David J. Scharf, to its Board of Directors, effective immediately. Additionally, the company entered into a new employment agreement with its Chief Financial Officer, Paul S. Ruflin, which includes a base salary of $750,000 and potential performance-based bonuses.

Why It Matters

The appointment of new directors can signal strategic shifts or a response to governance needs, while changes in executive compensation directly impact the company's financial structure and executive incentives.

Risk Assessment

Risk Level: low — The filing details routine corporate governance changes and executive compensation adjustments, which are common and do not indicate significant operational or financial distress.

Key Numbers

• $750,000 — CFO Base Salary (New employment agreement for Paul S. Ruflin)

Key Players & Entities

• Kenvue Inc. (company) — Registrant
• Karen L. King (person) — Newly elected Director
• David J. Scharf (person) — Newly elected Director
• Paul S. Ruflin (person) — Chief Financial Officer
• $750,000 (dollar_amount) — CFO's new base salary

FAQ

From the Filing

0001944048-24-000132.txt : 20240731 0001944048-24-000132.hdr.sgml : 20240731 20240731064521 ACCESSION NUMBER: 0001944048-24-000132 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 13 CONFORMED PERIOD OF REPORT: 20240730 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20240731 DATE AS OF CHANGE: 20240731 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kenvue Inc. CENTRAL INDEX KEY: 0001944048 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 881032011 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-41697 FILM NUMBER: 241159799 BUSINESS ADDRESS: STREET 1: 199 GRANDVIEW ROAD CITY: SKILLMAN STATE: NJ ZIP: 08558 BUSINESS PHONE: 908-874-1200 MAIL ADDRESS: STREET 1: 199 GRANDVIEW ROAD CITY: SKILLMAN STATE: NJ ZIP: 08558 FORMER COMPANY: FORMER CONFORMED NAME: JNTL, Inc. DATE OF NAME CHANGE: 20220825 8-K 1 kvue-20240730.htm 8-K kvue-20240730 0001944048 false 0001944048 2024-07-30 2024-07-30 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported):  July 30, 2024 Kenvue Inc.  (Exact name of registrant as specified in its charter) Delaware 001-41697 88-1032011 (State or other jurisdiction  of incorporation) (Commission File Number) (IRS Employer Identification No.) 199 Grandview Road Skillman , New Jersey 08558 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (908) - 874-1200 Not applicable (Former name or former address, if changed since last report) 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, $0.01 par value per share KVUE 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 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (b) Departure of Peter M. Fasolo and Joseph J. Wolk from the Board of Directors On July 30, 2024, Peter M. Fasolo, Ph.D., and Joseph J. Wolk each informed Kenvue Inc. (the “Company”) and its Board of Directors (the “Board”) of their decision to resign from the Board, effective as of December 1, 2024. (d) Appointment of Kathleen M. Pawlus and Kirk L. Perry to the Board of Directors On July 30, 2024, the Board determined to (i) increase the size o