STOCK TITAN
  1. Home
  2. Sec-filings
  3. KVUE
  4. [8-K] Kenvue Inc. Reports Material Event

Kenvue (NYSE: KVUE) investors approve directors, pay and auditor at 2026 meeting

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Kenvue Inc. reported the results of its 2026 Annual Meeting of Shareholders held on May 21, 2026. Shareholders elected all 12 director nominees, each receiving over 1.48 billion votes in favor with additional broker non-votes recorded.

Investors also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers, with about 1.45 billion votes for and 69.2 million against. Shareholders further ratified PricewaterhouseCoopers LLP as Kenvue’s independent registered public accounting firm for 2026, with approximately 1.62 billion votes in favor.

Positive

  • None.

Negative

  • None.
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.
Votes for Richard E. Allison Jr. 1,512,836,324 votes Director election at 2026 Annual Meeting
Votes for say-on-pay 1,449,179,584 votes Non-binding executive compensation approval
Votes against say-on-pay 69,193,538 votes Non-binding executive compensation approval
Votes for auditor ratification 1,619,846,087 votes PwC ratified as 2026 independent auditor
Broker non-votes on directors 107,623,208 shares Director election proposals
broker non-votes financial
"Director Nominee | For | Against | Abstain | Broker Non-Votes"
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.
non-binding advisory basis financial
"Approve, on a Non-Binding Advisory Basis, Named Executive Officer Compensation."
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
independent registered public accounting firm financial
"Ratify the Appointment of the Company’s Independent Registered Public Accounting Firm for 2026."
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Annual Meeting of Shareholders financial
"held its 2026 Annual Meeting of Shareholders on May 21, 2026."
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
Understanding 8-K Material Events →
0001944048false00019440482026-05-212026-05-21

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): May 21, 2026
Kenvue Inc.
 (Exact name of registrant as specified in its charter)
Delaware001-4169788-1032011
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per shareKVUENew 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.


(a)     Kenvue Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders on May 21, 2026. For more information on the following proposals, see the Company’s proxy statement for the 2026 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on April 8, 2026 (the “2026 Proxy Statement”).

(b)     The final voting results of the matters presented at the 2026 Annual Meeting of Shareholders are set forth below.

1.    Proposal 1 — Election of Directors.

Shareholders elected all 12 director nominees named in the 2026 Proxy Statement to the Company’s Board of Directors to serve until the Company’s 2027 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified, or until such director’s earlier death, resignation, disqualification or removal.
Director NomineeForAgainstAbstainBroker Non-Votes
Richard E. Allison, Jr.1,512,836,324 6,283,362 920,339 107,623,208 
Seemantini Godbole1,510,994,556 6,185,557 2,859,912 107,623,208 
Melanie L. Healey1,510,962,748 8,276,268 801,009 107,623,208 
Sarah Hofstetter1,513,969,922 5,305,820 764,283 107,623,208 
Betsy D. Holden1,483,722,493 35,492,864 824,668 107,623,208 
Erica L. Mann1,511,484,856 5,728,044 2,827,125 107,623,208 
Larry J. Merlo1,508,433,980 10,784,111 821,934 107,623,208 
Kathleen M. Pawlus1,513,894,357 5,313,513 832,155 107,623,208 
Kirk L. Perry1,514,170,245 5,167,232 702,548 107,623,208 
Vasant Prabhu1,513,653,222 5,436,303 950,500 107,623,208 
Jeffrey C. Smith1,512,466,121 6,743,254 830,650 107,623,208 
Michael E. Sneed1,513,965,044 5,287,090 787,891 107,623,208 


2.    Proposal 2 — Approve, on a Non-Binding Advisory Basis, Named Executive Officer Compensation.

Shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers.
ForAgainstAbstainBroker Non-Votes
1,449,179,584 69,193,538 1,666,903 107,623,208 
    
    

3.    Proposal 3 — Ratify the Appointment of the Company’s Independent Registered Public Accounting Firm for 2026.

Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026.
ForAgainstAbstain
1,619,846,087 7,169,319 647,827 




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: May 22, 2026By:/s/ Alla Berenshteyn
  Name:
Title:		Alla Berenshteyn
Vice President, Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Kenvue (KVUE) shareholders decide at the 2026 Annual Meeting?

Kenvue shareholders elected all 12 director nominees, approved executive compensation on a non-binding advisory basis, and ratified PricewaterhouseCoopers LLP as independent auditor for 2026. These outcomes confirm support for the existing board, pay programs, and audit firm relationships disclosed in the meeting results.

Did Kenvue (KVUE) shareholders approve the company’s executive compensation in 2026?

Yes. Shareholders approved Kenvue’s named executive officer compensation on a non-binding advisory basis, with 1,449,179,584 votes for, 69,193,538 against, and 1,666,903 abstentions. There were also 107,623,208 broker non-votes, reflecting shares not voted on this advisory proposal.

Who was elected to Kenvue’s (KVUE) Board of Directors at the 2026 meeting?

All 12 nominees listed in Kenvue’s 2026 proxy were elected, including Richard E. Allison Jr., Seemantini Godbole, Melanie L. Healey, Sarah Hofstetter, Betsy D. Holden, Erica L. Mann, Larry J. Merlo, Kathleen M. Pawlus, Kirk L. Perry, Vasant Prabhu, Jeffrey C. Smith, and Michael E. Sneed.

Which audit firm did Kenvue (KVUE) shareholders ratify for 2026?

Shareholders ratified PricewaterhouseCoopers LLP as Kenvue’s independent registered public accounting firm for 2026, with 1,619,846,087 votes for, 7,169,319 against, and 647,827 abstentions. This vote confirms shareholder support for continuing PwC’s role as the external auditor for the year.

Were there significant votes against any Kenvue (KVUE) director nominee in 2026?

All director nominees were elected with substantial support, though vote levels varied. For example, Betsy D. Holden received 1,483,722,493 votes for and 35,492,864 against. Other nominees generally had lower against totals, indicating broad but not unanimous shareholder backing for the full slate.

Filing Exhibits & Attachments

3 documents

Other Documents