KIMBERLY CLARK CORP 8-K

What Happened

• Kimberly‑Clark Corporation (K‑C) filed an 8‑K on January 29, 2026 reporting that its stockholders approved the Issuance Proposal to issue K‑C common stock to Kenvue stockholders in connection with the previously announced merger with Kenvue (Merger Agreement dated November 2, 2025).
• The vote was taken at a virtual Special Meeting held January 29, 2026. The definitive joint proxy statement/prospectus was filed and mailed in mid‑December 2025 (proxy filed December 16, 2025; record date December 11, 2025).

Key Details

• Total shares outstanding on the record date: 331,892,847 K‑C common shares.
• Shares represented at the meeting (quorum): 248,177,004 (≈74.8% of outstanding).
• Final vote on the Issuance Proposal: For 239,054,286; Against 8,439,618; Abstained 683,100; Broker non‑votes 0 (≈96.3% of votes cast were FOR).
• K‑C and Kenvue issued a joint press release with preliminary voting results (filed as Exhibit 99.1 under Regulation FD).

Why It Matters

• The approved Issuance Proposal is a material, required step toward completing the two‑step merger structure with Kenvue (First Merger and Second Merger) and authorizes issuing K‑C common stock to Kenvue shareholders as described in the Merger Agreement.
• Strong shareholder support and sufficient voting participation mean the transaction can proceed without adjournment for additional votes, moving the deal closer to closing — a key corporate event that will affect ownership and future operations for both companies.