Kimberly-Clark (Nasdaq: KMB) holders OK pay, reject independent chair push
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Kimberly-Clark Corporation reported the results of its 2026 Annual Meeting of Stockholders, where shareholders elected all nominees to the board of directors and acted on several key proposals.
Each of the 13 director nominees, including Sylvia M. Burwell and CEO Michael D. Hsu, received more votes for than against, supported by substantial broker non-votes. Stockholders also ratified the selection of Deloitte & Touche LLP as independent auditors for 2026, with 271,479,168 votes for and 17,253,057 against.
On an advisory basis, shareholders approved the compensation of the company’s named executive officers, with 227,376,231 votes for and 14,569,707 against. A stockholder proposal to require an independent Board Chair received 81,710,364 votes for and 159,903,197 votes against, so it was not approved.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Auditor ratification votes for: 271,479,168 votes
Auditor ratification votes against: 17,253,057 votes
Say-on-pay votes for: 227,376,231 votes
+5 more
8 metrics
Auditor ratification votes for
271,479,168 votes
Ratification of Deloitte & Touche LLP for 2026
Auditor ratification votes against
17,253,057 votes
Ratification of Deloitte & Touche LLP for 2026
Say-on-pay votes for
227,376,231 votes
Advisory approval of named executive officer compensation
Say-on-pay votes against
14,569,707 votes
Advisory approval of named executive officer compensation
Independent chair proposal votes for
81,710,364 votes
Stockholder proposal to require independent Board Chair
Independent chair proposal votes against
159,903,197 votes
Stockholder proposal to require independent Board Chair
Example director support
240,191,880 votes for
Election of director Sylvia M. Burwell
Broker non-votes on key items
46,305,035 shares
Director elections and advisory proposals
Key Terms
broker non-votes, independent auditors, advisory basis, independent Board Chair, +1 more
5 terms
broker non-votes financial
"Abstentions | Broker Non-Votes Sylvia M. Burwell ... 46,305,035"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent auditors financial
"ratified the selection of Deloitte & Touche LLP as our independent auditors for 2026"
Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.
advisory basis financial
"approved the compensation of our named executive officers on an advisory basis"
independent Board Chair financial
"did not approve the stockholder proposal to require an independent Board Chair"
named executive officers financial
"approved the compensation of our named executive officers on an advisory basis"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
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: May 14, 2026
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission file number) | (I.R.S. Employer Identification No.) | ||||||
(Address of principal executive offices)
(Zip code)
Registrant’s telephone number, including area code: (972) 281-1200
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 5.07 Submission of Matters to a Vote of Security Holders.
(a) The Corporation held its 2026 Annual Meeting of Stockholders on May 14, 2026.
(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 2026, (3) approved the compensation of our named executive officers on an advisory basis, and (4) did not approve the stockholder proposal to require an independent Board Chair.
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. Burwell | 240,191,880 | 2,496,791 | 545,738 | 46,305,035 | ||||||||||||||||||||||
| John W. Culver | 239,464,068 | 3,206,688 | 563,875 | 46,305,035 | ||||||||||||||||||||||
| Michael D. Hsu | 229,430,259 | 11,170,642 | 2,633,729 | 46,305,035 | ||||||||||||||||||||||
| Mae C. Jemison, M.D. | 236,407,419 | 6,286,180 | 541,032 | 46,305,035 | ||||||||||||||||||||||
| Deeptha Khanna | 240,250,294 | 2,417,785 | 566,551 | 46,305,035 | ||||||||||||||||||||||
| S. Todd Maclin | 240,068,311 | 2,593,494 | 572,825 | 46,305,035 | ||||||||||||||||||||||
| Deirdre A. Mahlan | 240,307,009 | 2,371,191 | 556,430 | 46,305,035 | ||||||||||||||||||||||
| Sherilyn S. McCoy | 240,670,346 | 2,018,752 | 545,532 | 46,305,035 | ||||||||||||||||||||||
| Christa S. Quarles | 239,601,472 | 3,080,850 | 552,116 | 46,305,035 | ||||||||||||||||||||||
Jaime A. Ramirez | 239,960,951 | 2,693,381 | 580,299 | 46,305,035 | ||||||||||||||||||||||
| Joseph Romanelli | 240,360,082 | 2,297,925 | 576,624 | 46,305,035 | ||||||||||||||||||||||
| Dunia A. Shive | 237,146,744 | 5,488,424 | 599,463 | 46,305,035 | ||||||||||||||||||||||
| Mark T. Smucker | 238,171,239 | 4,488,749 | 574,643 | 46,305,035 | ||||||||||||||||||||||
2.Ratification of Deloitte & Touche LLP as Independent Auditors for 2026:
| Votes For | Votes Against | Abstentions | ||||||||||||
| 271,479,168 | 17,253,057 | 807,439 | ||||||||||||
3.Advisory Approval of Named Executive Officer Compensation:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 227,376,231 | 14,569,707 | 1,288,692 | 46,305,035 | |||||||||||||||||
4.Stockholder Proposal to Require Independent Board Chair:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 81,710,364 | 159,903,197 | 1,621,025 | 46,305,035 | |||||||||||||||||
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.
| KIMBERLY-CLARK CORPORATION | ||||||||||||||
| Date: | May 14, 2026 | By: | /s/ Grant B. McGee | |||||||||||
| Grant B. McGee Senior Vice President and General Counsel | ||||||||||||||
FAQ
Were all Kimberly-Clark (KMB) director nominees elected in 2026?
Yes, all 13 director nominees were elected, each receiving more votes for than against. For example, Sylvia M. Burwell received 240,191,880 votes for versus 2,496,791 against, indicating broad shareholder support for the existing board slate.
Was Deloitte & Touche LLP ratified as Kimberly-Clark (KMB) auditor for 2026?
Yes, shareholders ratified Deloitte & Touche LLP as independent auditors for 2026. The ratification received 271,479,168 votes for, 17,253,057 against, and 807,439 abstentions, confirming continued support for the existing audit firm relationship.
What were broker non-votes at Kimberly-Clark’s 2026 meeting?
Broker non-votes are shares held in street name where brokers did not have instructions for certain items. For several proposals, including director elections and executive pay, Kimberly-Clark reported 46,305,035 broker non-votes, which did not count as votes for or against.