Kenvue (NYSE: KVUE) investors back Kimberly-Clark merger in special meeting vote

Rhea-AI Filing Summary

Kenvue Inc. stockholders approved the Agreement and Plan of Merger with Kimberly-Clark Corporation at a virtual special meeting held on January 29, 2026. Holders of 1,500,665,005 shares, about 78.32% of outstanding common stock as of the record date, were present or represented, providing a quorum.

The merger proposal passed with 1,489,923,158 votes for, 7,467,731 against, and 3,274,116 abstentions. Stockholders also approved, on a non-binding basis, the transaction-related compensation for Kenvue’s named executive officers, with 1,465,779,826 votes for and 29,007,140 against. An adjournment proposal was not needed. Kenvue and Kimberly-Clark issued a joint press release describing the preliminary voting results.

Positive

• Merger agreement with Kimberly-Clark adopted by Kenvue stockholders, with 1,489,923,158 votes in favor versus 7,467,731 against, clearing a major approval hurdle for the planned two-step merger.
• Strong shareholder participation and support, with approximately 78.32% of outstanding shares represented and both the merger proposal and advisory executive compensation proposal receiving substantial favorable votes.

Negative

• None.

Insights

M&A and Corporate Actions Analyst

Shareholder approval clears a key hurdle for Kenvue’s merger into Kimberly-Clark.

The special meeting shows strong support for combining Kenvue with Kimberly-Clark. The merger agreement was adopted with 1,489,923,158 votes in favor versus 7,467,731 against, indicating broad backing among voting shareholders for the two-step merger structure.

The non-binding advisory vote on transaction-related executive compensation also passed comfortably, with 1,465,779,826 votes for and 29,007,140 against. This suggests limited organized opposition to either the deal terms or management’s incentives tied to closing the transaction.

A quorum was easily achieved, with 1,500,665,005 shares present or represented out of 1,915,984,439 shares outstanding as of the record date. With shareholder approvals in place, further progress of the merger will depend on remaining closing conditions described in the merger agreement and subsequent disclosures.

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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): January 29, 2026

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.)

1 Kenvue Way Summit, New Jersey

07901

(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 5.07    Submission of Matters to a Vote of Security Holders

As previously disclosed, on November 2, 2025, Kenvue Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Kimberly-Clark Corporation, a Delaware corporation (“K-C”), Vesta Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of K-C (“First Merger Sub”), and Vesta Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of K-C (“Second Merger Sub”), pursuant to which, among other things, (i) First Merger Sub will merge with and into the Company (the “First Merger”), with the Company surviving as a direct wholly owned subsidiary of K-C (the “Initial Surviving Company”), and (ii) immediately following the First Merger, and as part of the same overall transaction as the First Merger, the Initial Surviving Company will merge with and into Second Merger Sub (the “Second Merger” and, together with the First Merger, the “Mergers”), with Second Merger Sub surviving the Second Merger as a direct wholly owned subsidiary of K-C.

On January 29, 2026, the Company held a virtual special meeting of its stockholders (the “Special Meeting”) to vote on the proposals identified in the definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 16, 2025, which was first mailed to the Company’s 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 1,915,984,439 shares of common stock, par value $0.01 per share, of the Company (“Company Common Stock”) issued and outstanding and entitled to vote at the Special Meeting. 1,500,665,005 shares of Company Common Stock, representing approximately 78.32% of all of Company Common Stock issued and outstanding and entitled to vote at the Special Meeting, were present or represented by proxy at the Special Meeting, constituting a quorum to conduct business. The final voting results with respect to each proposal are set out below:

1.The proposal to adopt the Merger Agreement (the “Merger Proposal”). The Company’s stockholders approved the Merger Proposal as follows:

Votes For						Votes Against						Votes Abstained						Broker Non-Votes
1,489,923,158						7,467,731						3,274,116						—

2.The proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the transactions contemplated by the Merger Agreement (the “Advisory Compensation Proposal”). The Company’s stockholders approved the Advisory Compensation Proposal as follows:

Votes For						Votes Against						Votes Abstained						Broker Non-Votes
1,465,779,826						29,007,140						5,878,039						—

In connection with the Special Meeting, the Company 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 Merger Proposal (the “Adjournment Proposal”). As there were sufficient votes at the time of the Special Meeting to approve the Merger 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, the Company and K-C issued a joint press release announcing the preliminary results of the Special Meeting and the preliminary results of a special meeting of K-C’s shareholders also held on January 29, 2026. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1, is being furnished to the SEC and shall not be deemed “filed” 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 shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.

Item 9.01    Financial Statements and Exhibits

(d)     Exhibits. 

Exhibit Number						Exhibit Description
99.1						Joint Press Release, dated January 29, 2026.
104						The cover page from this 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.

KENVUE INC.

Date: January 29, 2026

By:

/s/ Edward J. Reed

Name: Title:

Edward J. Reed Vice President, Corporate Secretary

FAQ

What did Kenvue (KVUE) stockholders approve at the January 29, 2026 special meeting?

Stockholders approved the Agreement and Plan of Merger with Kimberly-Clark Corporation. This adoption authorizes the planned two-step merger, after which Kenvue will become an indirect wholly owned subsidiary of Kimberly-Clark, subject to remaining closing conditions.

How strong was shareholder turnout for Kenvue (KVUE)’s merger vote?

Turnout was high, with 1,500,665,005 shares represented out of 1,915,984,439 outstanding as of the record date. This represents about 78.32% of eligible shares, providing a comfortable quorum and indicating broad engagement in the merger decision.

What were the voting results on Kenvue (KVUE)’s merger proposal with Kimberly-Clark?

The merger proposal received 1,489,923,158 votes for, 7,467,731 against, and 3,274,116 abstentions. This strong approval margin shows substantial support among voting stockholders for the proposed combination with Kimberly-Clark.

Did Kenvue (KVUE) stockholders approve the transaction-related executive compensation?

Yes. The advisory compensation proposal passed with 1,465,779,826 votes for, 29,007,140 against, and 5,878,039 abstentions. This non-binding approval covers compensation that may be paid to named executive officers in connection with the merger.

Was Kenvue (KVUE)’s adjournment proposal used during the special meeting?

No. Although proxies were solicited for an Adjournment Proposal, it was not submitted to a vote. There were already sufficient votes to approve the merger proposal, so no adjournment to seek additional support was necessary.

What additional disclosure did Kenvue (KVUE) and Kimberly-Clark provide about the special meetings?

Kenvue and Kimberly-Clark issued a joint press release on January 29, 2026 announcing preliminary results of both companies’ special meetings. This release is included as Exhibit 99.1 and is incorporated by reference.