8-K – 2026-01-29 – tm262467d8_8k.htm

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0000055785
KIMBERLY CLARK CORP

0000055785

2026-01-29
2026-01-29

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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 (Date
of earliest event reported) : January 29, 2026

 

 

KIMBERLY-CLARK CORPORATION

(Exact name of registrant
as specified in its charter)

 

Delaware
 
1-225
 
39-0394230

(State or other jurisdiction

of incorporation)
 
(Commission File
Number)
 
(I.R.S. Employer Identification No.)

 

P.O.
Box 619100

Dallas ,
TX  

75261-9100

(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:

 

¨
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 registered
 
Trading

Symbol(s)
 
Name of
each exchange on which

registered

Common Stock, $1.25 Par Value
 
KMB
 
The Nasdaq Stock Market LLC

 

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 announced, on November 2, 2025,
Kimberly-Clark Corporation, a Delaware corporation (“K-C”) entered into an Agreement and Plan of Merger (the “Merger
Agreement”), with Kenvue Inc., a Delaware corporation (“Kenvue”), 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”). The Merger Agreement provides that, among other things,
(i) First Merger Sub will merge with and into Kenvue (the “First Merger”), with Kenvue 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, K-C held a virtual special
meeting of its stockholders (the “Special Meeting”) to vote upon a proposal to approve the issuance of shares of common stock,
par value $1.25 per share, of K-C (“K-C Common Stock”) to the Kenvue stockholders in connection with the Mergers (the “Issuance
Proposal”). Prior to the Special Meeting, K-C filed a definitive joint proxy statement/prospectus (the “Proxy Statement”)
with the U.S. Securities and Exchange Commission on December 16, 2025. The Proxy Statement describes the Special Meeting, the Issuance
Proposal, the Mergers and related information and was first mailed to K-C 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 331,892,847 shares of K-C
Common Stock issued and outstanding and entitled to vote at the Special Meeting and each share of K-C Common Stock represented one
vote. At the Special Meeting, a total of 248,177,004 shares of K-C Common Stock, representing approximately 74.8% of the
outstanding shares of K-C Common Stock entitled to vote at the Special Meeting, were present or represented by proxy, constituting a
quorum to conduct business.

 

The final voting results for the proposal voted
on at the K-C Special Meeting are as follows:

 

Issuance Proposal

 

K-C’s stockholders approved the Issuance
Proposal as follows:

 

Votes For
 
Votes

Against
 
Votes Abstained
 
Broker

Non-Votes

239,054,286
 
8,439,618
 
683,100
 
0

 

In connection with the Special Meeting, K-C 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 Issuance Proposal (the “Adjournment Proposal”). As there were sufficient votes at the
time of the Special Meeting to approve the Issuance 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, K-C and Kenvue issued
a joint press release announcing the preliminary results of the voting at their respective special meetings of stockholders each
held on January 29, 2026. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated by reference
herein.

 

 

 

 

The information provided under Item 7.01 of this
Current Report on Form 8-K (this “Current Report”), including Exhibit 99.1, is being “furnished” and
is not deemed to be “filed” with the U.S. Securities and Exchange Commission 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 is not incorporated
by reference into any filing of K-C under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the
date hereof, except as shall be expressly set forth by specific reference to this Current Report in such a filing. K-C does not incorporate
by reference to this Current Report information presented in the exhibits attached hereto.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No. 
 
Description

 
 
 

99.1
 
Joint Press Release, dated as of January 29, 2026.

 
 
 

104
 
The cover page from Kimberly-Clark Corporation’s 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.

 

Date:  January 29, 2026
KIMBERLY-CLARK CORPORATION

 
 

 
By:
/s/ Grant B. McGee

 
 
Grant B. McGee

 
 
Senior Vice President and General Counsel