Kenvue Inc. 8-K

What Happened

• Kenvue filed an 8-K reporting that at a virtual Special Meeting on January 29, 2026 its stockholders approved the Agreement and Plan of Merger with Kimberly‑Clark Corporation (K‑C). The recorded structure is a two-step merger (a First Merger followed immediately by a Second Merger) that will result in Kenvue becoming a direct wholly owned subsidiary of K‑C if and when the Mergers close.
• As of the record date (December 11, 2025) there were 1,915,984,439 shares outstanding; 1,500,665,005 shares (78.32%) were present or represented by proxy, constituting a quorum. Kenvue and K‑C issued a joint press release with preliminary Special Meeting results (Exhibit 99.1).

Key Details

• Merger Proposal vote: For 1,489,923,158; Against 7,467,731; Abstained 3,274,116.
• Advisory (non‑binding) compensation vote related to the transaction: For 1,465,779,826; Against 29,007,140; Abstained 5,878,039.
• The company also solicited an adjournment proposal in case more votes were needed, but it was not submitted because sufficient votes existed to approve the Merger Proposal.
• Exhibit 99.1 attached: joint press release dated January 29, 2026 announcing preliminary vote results (also notes K‑C held a shareholder meeting that day).

Why It Matters

• Shareholder approval at Kenvue clears a key internal approval step for the proposed acquisition by Kimberly‑Clark and reduces a major closing hurdle identified in proxy materials. For investors, the filing provides the official vote totals and confirms the board‑approved transaction will proceed to the remaining closing conditions and approvals.
• The advisory vote approving executive compensation tied to the transaction passed (non‑binding), meaning shareholders endorsed the disclosed compensation arrangements related to the deal.