Kenvue Inc.: Item 5.02 filing

Events in this filing

Item 5.02 as filed

Item 5.02.
In connection with the First Merger, effective
as of the First Effective Time, each of Larry Merlo, Richard E. Allison, Jr., Seemantini Godbole, Melanie L. Healey, Sarah Hofstetter,
Betsy D. Holden, Erica Mann, Kathleen Pawlus, Kirk Perry, Vasant Prabhu, Jeff Smith and Michael E. Sneed, being all the directors of the
Company immediately prior to the First Effective Time, resigned from the board of directors (the “ Board ”) of the Company,
including any and all committees or subcommittees of the Board on which they served, and ceased to be directors of the Company. At the
First Effective Time, by virtue of the First Merger, Courtney Roane and Flavio Costa, being the directors of First Merger Sub immediately
prior to the First Effective Time, became the directors of the Initial Surviving Company, and Nelson Urdaneta, Courtney Roane, Flavio
Costa, Rufus Mock and Jeffrey McFall, being the officers of First Merger Sub immediately prior to the First Effective Time, became the
officers of the Initial Surviving Company.
As a result of the Second Merger and pursuant to
the Merger Agreement, the separate corporate existence of the Initial Surviving Company ceased and Second Merger Sub survived the Second
Merger as a member managed limited liability company. As such, all of the members of the Initial Surviving Company board of directors
ceased to be directors as of the Second Effective Time. The officers of the Initial Surviving Company immediately prior to the Second
Effective Time continued in their respective positions as the officers of the Final Surviving Company.
On November 1, 2026, the Company’s direct
wholly owned subsidiary, Kenvue Brands LLC, a Delaware limited liability company, entered into an agreement with Matthew Orlando, the
Company’s General Counsel, that seeks to place Mr. Orlando in a tax-neutral position regarding the impact of Section 280G of the
Internal Revenue Code of 1986, as amended. The agreement provides that if Mr. Orlando incurs an excise tax in respect of any payment or
benefit made or provided to him in connection with the Mergers, he will be entitled to an additional payment so that on a net after-tax
basis he is in the same position as if no such excise tax had applied. The amount of the payments is not known since they depend on various
factors that are unknown at this time. In no event will the value of the payments exceed $8 million, although they are expected to be
substantially less than this. The Company determined that providing Mr. Orlando with this agreement was appropriate given his extraordinary
efforts over the prior year to negotiate and consummate the Mergers and that he was the only executive who was expected to remain subject
to Section 280G after the implementation of mitigation strategies.